Demand Registration. 1.2.1. At any time upon the Initial Public Offering (IPO) of the Company and thereafter, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders. 1.2.2. As soon as practicable after receipt of the Demand, the Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) days after receipt of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaid.
Appears in 3 contracts
Samples: Investors Rights Agreement (Evogene Ltd.), Investors Rights Agreement (Evogene Ltd.), Investors Rights Agreement (Evogene Ltd.)
Demand Registration. 1.2.1. (a) At any time upon from the Initial Public Offering earlier of (IPOi) six (6) months following the completion of an IPO or (ii) the third (3rd) anniversary of the date of this Agreement, if the Holders representing at least a majority of the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares under the Securities Act, the Company shall promptly use its best efforts to effect the registration under the Securities Act of the Registrable Shares which the Company has been so requested to register by the Holders. For the avoidance of doubt, the Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO.
(b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions:
(i) The Company shall not be obligated to use its best efforts to file and thereafter, but not cause to become effective (A) more than two (2) times long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the term Securities Act or any successor form thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior one hundred eighty (180) days.
(ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Agreement Section 2 if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the aggregate, for all Holders), any Holder or group of Holders holders of Registrable Securities which hold an aggregate Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of at least 12.5% a registration statement pursuant to this Section 2(b) for a total of one hundred and twenty (twelve 120) days after the date of a request for registration pursuant to this Section 2.
(iii) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and one half percentthe holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses its best efforts Shares proposed to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, the Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include included in such registration, qualification or compliance all then the number of Registrable Securities held by Holders who explicitly expressed their wish Shares, Primary Shares and/or Other Shares proposed to participate be included in such registration within twenty shall be included in the following order:
(20A) days after receipt first, all the Registrable Shares that are issued or issuable upon conversion of the Company’s noticeSeries B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder);
(B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder);
(C) third, the Primary Shares; and
(D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (or, if necessary, such Other Shares pro rata among the holders thereof based upon the number of Other Shares requested to be registered by each such holder).
(iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. Thereupon The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company shall take all reasonable actions under its power and control to effect act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration as required and as would permit and facilitate the sale and distribution of all shall be conditioned upon such portion of the Holders’ Registrable Securities as are specified Person’s participation in such request underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with all the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such portion of Registrable Securities of any other Holders joining in such request as aforesaidunderwriting.
Appears in 3 contracts
Samples: Registration Rights Agreement (Aspen Aerogels Inc), Registration Rights Agreement (Aspen Aerogels Inc), Registration Rights Agreement (Aspen Aerogels Inc)
Demand Registration. 1.2.1. At any time The Company, upon the Initial Public Offering written demand (IPOa “Demand Notice”) of the Company and thereafter, but not more than two (2Holder(s) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.551% (twelve and one half percent) of the Registrable Securities of Warrants and/or the Company then issued Warrant Shares (the “Initiating Majority Holders”), may request in writing agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrant (a the “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on ). On such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demandoccasion, the Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and shall will file a registration statement with the Commission covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all the Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty sixty (2060) days after receipt of a Demand Notice and use its reasonable best efforts to have the Company’s notice. Thereupon registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall take all reasonable actions under its power not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5 b) hereof and control either: (i) the Holder has elected to effect participate in the offering covered by such registration as required and as would permit and facilitate the sale and distribution statement or (ii) if such registration statement relates to an underwritten primary offering of all such portion securities of the Holders’ Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the fifth anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Purchase Warrants and/or the Registrable Securities as are specified in such request together with all such portion within ten (10) days after the date of Registrable Securities the receipt of any other Holders joining in such request as aforesaidDemand Notice.
Appears in 3 contracts
Samples: Placement Agency Agreement (Biovie Inc.), Underwriting Agreement (Biovie Inc.), Underwriting Agreement (Biovie Inc.)
Demand Registration. 1.2.1(a) Form S-1 Demand. At If at any time upon one hundred eighty (180) days after the Initial Public Offering (IPO) effective date of the registration statement for the IPO, the Company and thereafter, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of receives a request from Holders of Registrable Securities which hold an aggregate of at least 12.5% thirty-five percent (twelve and one half percent35%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty-five percent (35%) of the Registrable Securities then outstanding in which the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 million, then the Company then issued shall (i) within ten (10) days after the date such request is given, give notice thereof (the “Initiating Holders”), may request in writing (a “DemandDemand Notice”) that to all Holders other than the Company uses its best efforts to register Initiating Holders and (ii) as soon as practicable, and in any event within sixty (60) days after the date such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of request is given by the Initiating Holders.
1.2.2. As soon as practicable after receipt of , file a Form S-1 registration statement under the Demand, Securities Act covering all Registrable Securities that the Company shall promptly give written notice of the proposed registration, qualification or compliance Initiating Holders requested to all be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, and shall file a registration statement covering as specified by notice given by each such shares and shall take all actions under its power and control Holder to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) and 2.3.
(b) Form S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $5 million, then the Company shall (i) within ten (10) days after receipt the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) and 2.3.
(c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s notice. Thereupon chief executive officer stating that in the good faith judgment of the Board it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than sixty (60) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than twice in any twelve (12) month period (which may be for consecutive sixty (60) day periods aggregating to one hundred twenty (120) days); and provided further that the Company shall not register any securities or instruments for its own account or that of any other stockholder during such period other than an Excluded Registration.
(d) The Company shall not be obligated to effect, or to take all any action to effect, any registration pursuant to Section 2.1(a) (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable actions under its power and control efforts to effect cause such registration as required and as would permit and facilitate statement to become effective; (ii) after the sale and distribution Company has effected two registrations pursuant to Section 2.1(a) or (iii) if the Initiating Holders propose to dispose of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(b) (A) during the period that is thirty (30) days before the Company’s good faith estimate of any other the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective or (B) if the Company has effected two registrations pursuant to Section 2.1(b) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Section 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders joining withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Section 2.6, in which case such request withdrawn registration statement shall be counted as aforesaid“effected” for purposes of this Section 2.1(d).
Appears in 3 contracts
Samples: Stockholders Agreement (Centrexion Therapeutics Corp), Stockholders Agreement (Centrexion Therapeutics Corp), Stockholders Agreement (Centrexion Therapeutics Corp)
Demand Registration. 1.2.1. At (A) Subject to subsection (C) hereof, if the Company receives a written request from the Purchaser that the Company effect any registration with respect to all or a part of the shares of Common Stock issuable upon conversion of the Shares that are held by the Purchaser and/or its controlled Affiliates (such shares, to the extent that the registration of such number of Shares is permitted pursuant to then applicable rules, regulations and staff guidance of the SEC) are hereinafter referred to as “Registrable Securities”), the Company shall:
(1) As soon as practicable, but in no event later than ninety (90) days following the receipt of such request, prepare and file with the SEC a registration statement on Form S-3 (the “Registration Statement”) relating to the resale of Registrable Securities by the Purchaser from time upon to time through the Initial Public Offering (IPO) automated quotation system of NASDAQ or the facilities of any national securities exchange or trading system on which the Common Stock of the Company and thereafter, but not more than two is then traded or in privately negotiated transactions;
(2) times during Subject to receipt of necessary information from the term of this Agreement (in Purchaser, use commercially reasonable efforts to cause the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of SEC to notify the Company then issued of its willingness to declare the Registration Statement effective within ninety (90) days after the “Initiating Holders”)Registration Statement is filed by the Company, and notify the Purchaser of such notification from the SEC within three (3) Business Days of receipt;
(3) Promptly prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may request in writing be necessary to keep each Registration Statement effective until the earlier of (a “Demand”i) that 120 days following the Company uses its best efforts to register such Holders’ Registrable Securitiesdate on which the registration first became effective, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”ii) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted time as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, the Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish the Purchaser have been sold pursuant to participate a registration statement (the “Registration Period”);
(4) So long as the Registration Statement is effective covering the resale of Registrable Securities owned by the Purchaser, furnish to the Purchaser with respect to the Common Stock registered under the Registration Statement such reasonable number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in such order to facilitate the public sale or other disposition of all or any Registrable Securities by the Purchaser;
(5) File documents required of the Company for normal blue sky clearance in states specified in writing by the Purchaser; provided, however, that the company shall not be required to qualify to do business in any jurisdiction in which it is not now so qualified;
(6) Bear all expenses in connection with the procedures in subsection (A) of this Section 6.1 and the registration within twenty of Registrable Securities pursuant to the Registration Statement; and
(207) Notwithstanding the foregoing, (i) the Company shall not be obligated to effect a registration pursuant to this Section 6.1 during the period starting with the date sixty (60) days after receipt prior to the Company’s estimated date of filing of, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company’s notice. Thereupon securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith, and (ii) if the Company shall take all reasonable actions under furnish to the Purchaser a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board it would be seriously detrimental to the Company or its power stockholders for a registration statement to be filed in the near future, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred twenty (120) days.
(8) If the Purchaser intends to distribute Registrable Securities covered by its demand by means of an underwriting, it shall so advise the Company as part of its demand made pursuant to this Section 6.1. The Company shall, together with the Purchaser, enter into an underwriting agreement in customary form with the underwriter or underwriters selected by the Purchaser and control reasonably satisfactory to effect the Company. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of other stockholders) in such registration if the underwriter so agrees and if the number of Registrable Securities that would otherwise have been included in such registration and underwriting will not thereby be limited.
(9) The Company shall enter into all such agreements (including without limitation an underwriting agreement) and perform all such actions as required and as would permit and is customary for a company to facilitate the sale of its securities pursuant to registration rights.
(B) With a view to making available to the Purchaser the benefits of Rule 144 under the Securities Act (“Rule 144”) (or its successor rule) and distribution of all such portion any other rule or regulation of the Holders’ SEC that may at any time permit the Purchaser to sell Registrable Securities to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are specified understood and defined in Rule 144, until such request together with date as all such portion of the Purchaser’s Registrable Securities shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and under the Exchange Act; and (iii) furnish to the Purchaser upon request, as long as the Purchaser owns any Registrable Securities, (x) a written statement by the Company that it has complied in all material respects with the reporting requirements of the Securities Act and the Exchange Act, and (y) such other information as may be reasonably requested in order to avail the Purchaser of any other Holders joining rule or regulation of the SEC that permits the selling of such Registrable Securities without registration.
(C) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 6.1:
(1) During the period commencing on the date of execution of the Collaboration Agreement and continuing until the earlier to occur of (1) the Release Date (as defined in Section 7.1), (2) the date of the Announcement of Results, or (3) if the Collaboration Agreement is terminated by the Purchaser for any reason, the effective date of such request termination;
(2) During the one hundred eighty (180) day period following the effective date of the first Registration Statement filed pursuant to this Section 6.1; provided that if the number of shares of Common Stock are limited pursuant to Section 6.1(A), the Purchaser may require an additional registration as aforesaidsoon as such additional registration would be legally permissible;
(3) After the Purchaser has made two (2) demands for registration pursuant to this Section 6.1, and such demands have been declared or ordered effective by the SEC; provided that the Purchaser may require an additional registration for each time the number of shares of Common Stock registered are limited pursuant to Section 6.1(A); or
(4) If the Purchaser holds five percent (5%) or less of the outstanding Common Stock of the Company (calculated based on the number of shares held by the Purchaser and its Controlled Affiliates and the number of shares of Common Stock into which Shares held by the Purchaser and its Controlled Affiliates are convertible), after the date on which the Purchaser is able to immediately sell all Registrable Securities held or entitled to be held by the Purchaser under Rule 144.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Biomarin Pharmaceutical Inc), Securities Purchase Agreement (Biomarin Pharmaceutical Inc), Securities Purchase Agreement (La Jolla Pharmaceutical Co)
Demand Registration. 1.2.1. At (i) If at any time upon following the Initial Public Offering End Date, and subject to the conditions of this Section 2, the Company shall receive a written request from Purchasers holding at least fifty percent (IPO50%) of the Registrable Securities (the “Initiating Purchasers”) that the Company file a registration statement under the 1933 Act or effect a registration for a public offering in the United States and/or in a jurisdiction or jurisdictions of Canada, covering the registration of at least twenty-five percent (25%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and thereaftercommissions, but would exceed $5,000,000), then the Company shall, promptly, and in any event within twenty (20) days of the receipt thereof, give written notice of such request to all Purchasers, and subject to the limitations of this Section 2, use its reasonable best efforts to effect, as expeditiously as practicable, the registration under the 1933 Act or the Applicable Canadian Securities Laws of all Registrable Securities that the Purchasers request to be registered. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416) or the Applicable Canadian Securities Laws, such indeterminate number of additional shares of Common Shares resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Registration Statement (and each amendment or supplement thereto) shall be provided in accordance with Section 3(c) to the Purchasers and their counsel prior to its filing. The Company must effect an unlimited number of registrations pursuant to this Section 2(a), provided however, that the Company shall not be obligated to effect (A) a registration covering the sale of Registrable Securities for an aggregate public offering price of less than $5,000,000, (B) more than two (2) times during such registrations in any 12-month period, or (C) any registration at a time when it is keeping three (3) such registrations effective.
(A) For so long as the term Company is eligible to use a Form F-3 or Form S-3 registration statement, as applicable, or any successor form, and upon the written request of this Agreement the Initiating Purchasers: (in 1) the aggregateRegistration Statement prepared by the Company shall be filed on Form F-3 or Form S-3, for as applicable, and shall cover the resale of all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) such maximum portion of the Registrable Securities of as would be permitted to be registered by the Company then issued SEC for an offering to be made on a continuous basis pursuant to Rule 415, (2) the “Initiating Holders”), may request Prospectus shall contain (except if otherwise directed by a majority in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action interest of the Initiating Holders.
1.2.2. As soon Purchasers or otherwise required pursuant to written comments received from the SEC upon a review of such Registration Statement) the “Plan of Distribution” section in substantially the form attached hereto as practicable after receipt of the DemandExhibit A, and (3) the Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty any prospectus supplement (20) days after receipt of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect such registration as required and by Rule 430B) pursuant to Rule 424(b)(7) under the Securities Act as would permit and facilitate may be required in order for such Registration Statement to be used by each Purchaser for the sale and distribution resale of all such portion of the Holders’ its Registrable Securities as are specified in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidSecurities.
Appears in 3 contracts
Samples: Registration Rights Agreement (Polymet Mining Corp), Amendment and Waiver (Polymet Mining Corp), Registration Rights Agreement (Polymet Mining Corp)
Demand Registration. 1.2.1. At (a) If at any time upon after one hundred eighty (180) days after the Initial Public Offering (IPO) effective date of the registration statement for the IPO, the Company and thereafter, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of receives a request from Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) a majority of the Registrable Securities of Then Outstanding that the Company file a Form S-1 registration statement with respect to all or any portion of their Registrable Securities if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15,000,000, then issued the Company shall (i) within ten (10) days after the date such request is given, give notice thereof (the “Initiating Holders”), may request in writing (a “DemandDemand Notice”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of all Holders other than the Initiating Holders.
1.2.2. As , and (ii) as soon as practicable practicable, and in any event within sixty (60) days after receipt of the Demanddate such request is given by the Initiating Holders, file a Form S-1 registration statement under the Company shall promptly give written notice of Securities Act covering all Registrable Securities that the proposed registration, qualification or compliance Initiating Holders requested to all be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, and shall file a registration statement covering as specified by notice given by each such shares and shall take all actions under its power and control Holder to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.
(b) If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least twenty percent (20%) of the Registrable Securities Then Outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $1,000,000, then the Company shall (i) within ten (10) days after receipt the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.
(c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s notice. Thereupon Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore necessary to defer the filing of such registration statement, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than sixty (60) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90)-day period other than pursuant to any Excluded Registrations.
(d) The Company shall not be obligated to effect, or to take all any action to effect, any registration or file any registration statement pursuant to Section 2.1(a) (i) during the period commencing on the date that that is ninety (90) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable actions under its power and control efforts to effect cause such registration as required and as would permit and facilitate statement to become effective; (ii) after the sale and distribution Company has effected two registrations pursuant to Section 2.1(a); or (iii) if the Initiating Holders propose to dispose of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.1(b).
(e) The Company shall not be obligated to effect, or to take any action to effect, any registration or file any registration statement pursuant to Section 2.1(b) (i) during the period commencing on the date that is thirty (30) days before the Company’s good faith estimate of any other the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) if the Company has effected two registrations pursuant to Section 2.1(b) within the twelve (12)-month period immediately preceding the date of such request; or (iii) if the Company has effected a registration pursuant to Section 2.1(b) within the six (6)-month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Section 2.1(e) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders joining withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Section 2.6, in which case such request withdrawn registration statement shall be counted as aforesaid“effected” for purposes of this Section 2.1(e) except as provided in Section 2.6.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Tempus AI, Inc.), Investors’ Rights Agreement (Tempus Labs, Inc.), Investors’ Rights Agreement (Tempus Labs, Inc.)
Demand Registration. 1.2.1. At (a) Demand Registration Other Than on Form F-3 or Form S-3.
(i) Subject to the terms of this Agreement, at any time upon or from time to time following the Initial Public Offering (IPO) of the Company and thereafter, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) date that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after is six (6) months from after the consummation closing of a Qualified IPO, any Holder(s) of at least 50% of the Company’s initial public offering then outstanding Class A Registrable Securities (the “Class A Initiating Holder”) may request in the United States or on such European exchange and provided further writing that the aggregate anticipated offering price Company effect a Registration on the stock exchange for the Qualified IPO. Upon receipt of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demandrequest, the Company shall (x) promptly give written notice of the proposed registration, qualification or compliance Registration to all the other HoldersHolders and (y) as soon as practicable, and shall file a registration statement covering such shares and shall take all actions under use its power and control reasonable best efforts to include in such registration, qualification or compliance all cause the Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) days after receipt of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request the request, together with all such portion of any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Class A Initiating Holder may request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.1(a)(i) that have been declared and ordered effective, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1(a)(i) is not consummated for any reason other than due to the action or inaction of the Class A Initiating Holder in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1(a)(i). The Company shall not be obligated to take any action to effect any Registration pursuant to this Section 2.1(a)(i) unless the aggregate proceeds from the offering that is the subject of the Registration exceeds US$10,000,000.
(ii) Subject to the terms of this Agreement, at any time or from time to time following the date that is six (6) months after the closing of a Qualified IPO, any Holder(s) of at least 30% of the then outstanding Series A Registrable Securities (the “Series A Initiating Holder”) may request in writing that the Company effect a Registration on the stock exchange for the Qualified IPO. Upon receipt of such a request, the Company shall (x) promptly give written notice of the proposed Registration to all the other Holders joining and (y) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Series A Initiating Holder may request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.1(a)(ii) that have been declared and ordered effective, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1(a)(ii) is not consummated for any reason other than due to the action or inaction of the Series A Initiating Holder including the Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1(a)(ii).
(iii) Subject to the terms of this Agreement, at any time or from time to time following the date that is six (6) months after the closing of a Qualified IPO, any Holder(s) of at least 30% of the then outstanding Series B Registrable Securities (the “Series B Initiating Holder”) may request in writing that the Company effect a Registration on the stock exchange for the Qualified IPO. Upon receipt of such a request, the Company shall (x) promptly give written notice of the proposed Registration to all the other Holders and (y) as aforesaidsoon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Series B Initiating Holder may request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.1(a)(iii) that have been declared and ordered effective, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1(a)(iii) is not consummated for any reason other than due to the action or inaction of the Series B Initiating Holder including the Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1(a)(iii).
(iv) Subject to the terms of this Agreement, at any time or from time to time following the date that is six (6) months after the closing of a Qualified IPO, any Holder(s) of at least 30% of the then outstanding Series C Registrable Securities (the “Series C Initiating Holder”) may request in writing that the Company effect a Registration on the stock exchange for the Qualified IPO. Upon receipt of such a request, the Company shall (x) promptly give written notice of the proposed Registration to all the other Holders and (y) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Series C Initiating Holder may request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.1(a)(iv) that have been declared and ordered effective, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1(a)(iv) is not consummated for any reason other than due to the action or inaction of the Series C Initiating Holder including the Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1(a)(iv).
(v) Subject to the terms of this Agreement, at any time or from time to time following the date that is six (6) months after the closing of a Qualified IPO, any Holder(s) of at least 50% of the then outstanding Series D Registrable Securities (the “Series D Initiating Holder”) may request in writing that the Company effect a Registration on the stock exchange for the Qualified IPO. Upon receipt of such a request, the Company shall (x) promptly give written notice of the proposed Registration to all the other Holders and (y) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Series D Initiating Holder may request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.1(a)(v) that have been declared and ordered effective, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1(a)(v) is not consummated for any reason other than due to the action or inaction of the Series D Initiating Holder including the Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1(a)(v). The Company shall not be obligated to take any action to effect any Registration pursuant to this Section 2.1(a)(v) unless the aggregate proceeds from the offering that is the subject of the Registration exceeds US$10,000,000.
(vi) Subject to the terms of this Agreement, at any time or from time to time following the date that is six (6) months after the closing of a Qualified IPO, any Holder(s) of at least 30% of the then outstanding Series E Registrable Securities (the “Series E Initiating Holder”) may request in writing that the Company effect a Registration on the stock exchange for the Qualified IPO. Upon receipt of such a request, the Company shall (x) promptly give written notice of the proposed Registration to all the other Holders and (y) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Series E Initiating Holder may request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.1(a)(vi) that have been declared and ordered effective, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1(a)(vi) is not consummated for any reason other than due to the action or inaction of the Series E Initiating Holder in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1(a)(vi).
(b) Registration on Form F-3 or Form S-3. Subject to the terms of this Agreement, if the Company qualifies for registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the U.S.), any Holder may request the Company to file, in any jurisdiction in which the Company has had a registered underwritten public offering, a Registration Statement on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the U.S.), including without limitation any registration statement filed under the Securities Act providing for the registration of, and the sale on a continuous or a delayed basis by the Holders of, all of the Registrable Securities pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission. Upon receipt of such a request, the Company shall (i) promptly give written notice of the proposed Registration to all the other Holders and (ii) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and qualified for sale and distribution in such jurisdiction. The Company’s obligation to effect Registrations pursuant to this Section 2.1(b) is unlimited. The Company shall not be obligated to take any action to effect any Registration pursuant to this Section 2.1(b) unless the aggregate proceeds from the offering that is the subject of the Registration exceeds US$5,000,000. The Company shall be obligated to effect no more than two (2) such Registrations pursuant to this Section 2.1(b) in any twelve (12) month period.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (eHi Car Services LTD), Investors’ Rights Agreement (eHi Car Services LTD), Investors’ Rights Agreement (eHi Car Services LTD)
Demand Registration. 1.2.1. At During the Demand Period, the Eligible Investors may at any time upon make a written request for registration of Registrable Securities under the Initial Public Securities Act, and under the securities or blue sky laws of any jurisdiction reasonably designated by such Investors (collectively, the “Demanding Holders”); provided, that (i) the Company will not be required to effect any registration pursuant to this Section 3 unless the Minimum Offering Threshold is met; (IPOii) subject to Section 3(c) below, the Company will not be required to effect more than three registrations at the request of the Investors pursuant to this Section 3(a), (iii) the Company will not be required to effect such registration within the period beginning on the effective date of a registration statement to be filed by the Company or on its behalf covering a firm commitment underwritten public offering and ending on the expiration of any lock-up period (not to exceed one hundred eighty (180) days following the effective date of such registration statement, subject to certain limited extensions in accordance with applicable NASD rules and regulations) required by the underwriters, (iv) the Company will not be required to effect any such registration if the Company has effected a registration pursuant to this Section 3 within the twelve (12) month period immediately prior to such registration request and (v) if the Company shall furnish to such holders a certificate signed by the Chairman of the Board of Directors of the Company and thereafter, but not more than two (2) times during stating that in good faith judgment of the term Board of this Agreement (Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the aggregatenear future, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due obligation pursuant to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, the Company shall promptly give written notice of the proposed registration, qualification or compliance Section 3(a) hereof to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control with the Commission relating to include in such registration, qualification or compliance all the Registrable Securities held by Holders who explicitly expressed their wish as to participate in which such registration within twenty request for a Demand Registration relates shall be deferred for a period not to exceed ninety (2090) days after from the date of receipt of the Company’s notice. Thereupon written request; provided, however, that the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified may not utilize this right more than once in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidtwelve (12) month period.
Appears in 2 contracts
Samples: Registration Rights Agreement (Republic Companies Group, Inc.), Registration Rights Agreement (Republic Companies Group, Inc.)
Demand Registration. 1.2.1. At (a) Demand Registration Other Than on Form F-3 or Form S-3.
(i) Subject to the terms of this Agreement, at any time upon or from time to time following the Initial Public Offering (IPO) of the Company and thereafter, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) date that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after is six (6) months from after the consummation closing of a Qualified IPO, any Holder(s) of at least 50% of the Company’s initial public offering then outstanding Class A Registrable Securities (the “Class A Initiating Holder”) may request in the United States or on such European exchange and provided further writing that the aggregate anticipated offering price Company effect a Registration on the stock exchange for the Qualified IPO. Upon receipt of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demandrequest, the Company shall (x) promptly give written notice of the proposed registration, qualification or compliance Registration to all the other HoldersHolders and (y) as soon as practicable, and shall file a registration statement covering such shares and shall take all actions under use its power and control reasonable best efforts to include in such registration, qualification or compliance all cause the Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) days after receipt of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request the request, together with all such portion of any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Class A Initiating Holder may request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.1(a)(i) that have been declared and ordered effective, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1(a)(i) is not consummated for any reason other than due to the action or inaction of the Class A Initiating Holder in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1(a)(i). The Company shall not be obligated to take any action to effect any Registration pursuant to this Section 2.1(a)(i) unless the aggregate proceeds from the offering that is the subject of the Registration exceeds US$10,000,000.
(ii) Subject to the terms of this Agreement, at any time or from time to time following the date that is six (6) months after the closing of a Qualified IPO, any Holder(s) of at least 30% of the then outstanding Series A Registrable Securities (the “Series A Initiating Holder”) may request in writing that the Company effect a Registration on the stock exchange for the Qualified IPO. Upon receipt of such a request, the Company shall (x) promptly give written notice of the proposed Registration to all the other Holders joining and (y) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Series A Initiating Holder may request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.1(a)(ii) that have been declared and ordered effective, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1(a)(ii) is not consummated for any reason other than due to the action or inaction of the Series A Initiating Holder including the Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1(a)(ii).
(iii) Subject to the terms of this Agreement, at any time or from time to time following the date that is six (6) months after the closing of a Qualified IPO, any Holder(s) of at least 30% of the then outstanding Series B Registrable Securities (the “Series B Initiating Holder”) may request in writing that the Company effect a Registration on the stock exchange for the Qualified IPO. Upon receipt of such a request, the Company shall (x) promptly give written notice of the proposed Registration to all the other Holders and (y) as aforesaidsoon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Series B Initiating Holder may request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.1(a)(iii) that have been declared and ordered effective, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1(a)(iii) is not consummated for any reason other than due to the action or inaction of the Series B Initiating Holder including the Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1(a)(iii).
(iv) Subject to the terms of this Agreement, at any time or from time to time following the date that is six (6) months after the closing of a Qualified IPO, any Holder(s) of at least 30% of the then outstanding Series C Registrable Securities (the “Series C Initiating Holder”) may request in writing that the Company effect a Registration on the stock exchange for the Qualified IPO. Upon receipt of such a request, the Company shall (x) promptly give written notice of the proposed Registration to all the other Holders and (y) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Series C Initiating Holder may request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.1(a)(iv) that have been declared and ordered effective, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1(a)(iv) is not consummated for any reason other than due to the action or inaction of the Series C Initiating Holder including the Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1(a)(iv).
(v) Subject to the terms of this Agreement, at any time or from time to time following the date that is six (6) months after the closing of a Qualified IPO, any Holder(s) of at least 50% of the then outstanding Series D Registrable Securities (the “Series D Initiating Holder”) may request in writing that the Company effect a Registration on the stock exchange for the Qualified IPO. Upon receipt of such a request, the Company shall (x) promptly give written notice of the proposed Registration to all the other Holders and (y) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Series D Initiating Holder may request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.1(a)(v) that have been declared and ordered effective, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1(a)(v) is not consummated for any reason other than due to the action or inaction of the Series D Initiating Holder including the Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1(a)(v). The Company shall not be obligated to take any action to effect any Registration pursuant to this Section 2.1(a)(v) unless the aggregate proceeds from the offering that is the subject of the Registration exceeds US$10,000,000.
(vi) Subject to the terms of this Agreement, at any time or from time to time following the date that is six (6) months after the closing of a Qualified IPO, any Holder(s) of at least 30% of the then outstanding Series E Registrable Securities (the “Series E Initiating Holder”) may request in writing that the Company effect a Registration on the stock exchange for the Qualified IPO. Upon receipt of such a request, the Company shall (x) promptly give written notice of the proposed Registration to all the other Holders and (y) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Series E Initiating Holder may request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.1(a)(vi) that have been declared and ordered effective, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1(a)(vi) is not consummated for any reason other than due to the action or inaction of the Series E Initiating Holder in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1(a)(vi).
Appears in 2 contracts
Samples: Share Purchase Agreement (eHi Car Services LTD), Share Purchase Agreement (eHi Car Services LTD)
Demand Registration. 1.2.1. At any time upon (a) From the Initial Public Offering later of (IPOi) of the date on which the Company and thereafter, but not more than two is eligible to file registration statements on Form S-3; or (2ii) times during one year after the term date of this Agreement (in the aggregate, for all Holders"Registrable Date"), any Holder or group until the third anniversary of Holders the Registrable Date, subject to the terms of Registrable Securities which hold an aggregate this Agreement, the holders of at least 12.550% (twelve and one half percent) of the then outstanding shares of the Registrable Securities may request one (1) registration under the Securities Act of the Company then issued all or part of their Registrable Securities (the “Initiating Holders”a "Demand Registration"), may request in writing (a “Demand”) provided, however, that the Company uses its best efforts must then be eligible to register such Holders’ Registrable Securities, file registration statements on Form S-3 or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000similar short-form registration. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, the Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within Within twenty (20) days after receipt of the Company’s notice. Thereupon any request pursuant to this Section 2.1, the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution give written notice of all such portion of the Holders’ Registrable Securities as are specified in such request together with to all such portion holders of Registrable Securities of any other Holders joining and shall include in such request as aforesaidregistration all Registrable Securities with respect to which the Company has received written requests for inclusion within fifteen (15) days after delivery of the Company's notice.
(b) The Company shall include in any Demand Registration any Registrable Securities; provided, however, if the Demand Registration is an underwritten public offering and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included exceeds the number of securities which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration, the Company shall include in such registration only that number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro-rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.
(c) The Company may postpone for up to ninety (90) days the filing or the effectiveness of a registration statement for a Demand Registration if the Company reasonably believes that such Demand Registration would have an adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, reorganization, tender offer or other significant transaction.
(d) The party originally requesting a Demand Registration shall have the right to select the managing underwriters to administer the offering anticipated by any Demand Registration; provided, however, that such managing underwriters are recognized nationally and are approved by the Company, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, if the Company proposes to participate in any Demand Registration, the Company shall have the sole and exclusive right to select the underwriter(s) to administer the offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (Bingham Financial Services Corp), Registration Rights Agreement (Bingham Financial Services Corp)
Demand Registration. 1.2.1. At any time upon Subject to the Initial Public Offering (IPO) terms of this Agreement, in the Company and thereafter, but not more than two (2) times during ------------------- event that prior to a date three years after the term date of this Agreement (in the aggregate, for all Holders"Demand Expiration Date"), any Holder or group of the Company shall receive from the Holders of Registrable Securities which hold an aggregate of Shares representing at least 12.5% seventy-five percent (twelve and one half percent75%) of the Registrable Securities of the Company then issued (the “Initiating Holders”)outstanding, may request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or at any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected time after six (6) months after the effective date of the registration statement covering the Company's initial public offering, a written notice that it or they intend to offer or cause to be offered for public sale at least fifty percent (50%) of the Registrable Securities then outstanding (or any lesser percentage if the aggregate offering price to the public is greater than $5,000,000), the Company will so notify all Holders. Upon written request of any Holder given within fifteen (15) days after the receipt by such Holder from the consummation Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder (including the Holder giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible (a "Demand Registration"). The Company shall not be required to effect more than one (1) Demand Registration pursuant to this Section 6.3. If (i) in the good faith judgment of the Board of Directors of the Company’s initial public offering in , a Demand Registration would be materially detrimental to the United States or on such European exchange Company and provided further the Board of Directors of the Company concludes, as a result, that it is essential to defer the aggregate anticipated offering price filing of such Registrable Securities equals registration statement at least US$4,000,000. A Demandsuch time, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, and (ii) the Company shall promptly give written notice furnish to each Holder a certificate signed by the President of the proposed registrationCompany stating that, qualification or compliance in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to all other Holders, and shall file a the Company for such registration statement covering to be filed in the near future, then the Company shall have the right to defer such shares and shall take all actions under its power and control to include in filing for the period during which such registrationDemand Registration would be materially detrimental, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty provided that the Company may not defer the filing for a period of more than ninety (2090) days after receipt of the Company’s noticerequest for a Demand Registration, and more than once in any 12-month period. Thereupon In the event that the Company elects to defer a Demand Registration to a date occurring after the Demand Expiration Date, the Demand Expiration Date shall take all reasonable actions under its power and control to effect be extended until such registration time as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidDemand Registration is complete.
Appears in 2 contracts
Samples: Stock Purchase and Advertising Agreement (Coolsavings Com Inc), Stock Purchase and Advertising Agreement (Coolsavings Com Inc)
Demand Registration. 1.2.1. At any time upon (a) From and after January 1, 2001, the Initial Public Offering (IPO) Holders of at least 66 2/3% of the then outstanding Registrable Securities may notify the Company and thereafterin writing that such Holders desire for the Company to cause all or a portion of such notifying Holders' Registrable Securities to be registered for sale to the public under the Act. Upon receipt of such written request, but not more than two (2) times during the term of this Agreement (Company will promptly notify in the aggregate, for writing all Holders), any Holder or group of other Holders of Registrable Securities of such request, which hold an aggregate of at least 12.5% (twelve and one half percent) of Holders shall within twenty days following such notice from the Company notify the Company in writing whether such persons desire to have Registrable Securities held by them included in such offering. The Company will, promptly following the expiration of the Company then issued (the “Initiating Holders”)such twenty day period, may request in writing (a “Demand”) that the Company uses its best efforts prepare and file subject to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, the Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders1, and shall file use its best efforts to prosecute to effectiveness, an appropriate filing with the SEC of a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held and the proposed sale or distribution thereof under the Act.
(b) Notwithstanding anything in this Section 1.2 to the contrary, the Company shall not be obligated to prepare or file any registration statement pursuant to this Section 1.2 or to prepare or file any amendment or supplement thereto, at any time when the Company delivers a certificate signed by Holders who explicitly expressed their wish the Company's Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company that the filing thereof at the time requested, or the offering of securities pursuant thereto (i) would materially adversely affect a pending or proposed public offering of the Company's securities, or an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, negotiations, discussions or pending proposals with respect thereto or (ii) would materially adversely affect the business or prospects of the Company in view of the disclosures that may be required thereby of information about the business, assets, liabilities or operations of the Company not theretofore disclosed; provided, however, that the filing of a registration statement, or any supplement or amendment thereto, by the Company may be deferred pursuant to participate this Section 1.2 for no longer than 180 days (but only once in every twelve month period) after the delivery of such demand notice.
(c) Notwithstanding anything in this Section 1.2 to the contrary: (i) the Company shall not be required to effect the registration of the Registrable Securities pursuant to this Section 1.2 more than one time in any twelve month period and no more than three times in the aggregate; and (ii) the Company shall not be required to effect any such registration unless at least $5 million of Registrable Securities are to be sold in such registration within twenty (20) days after receipt with such amount being determined based on the market price of the Company’s noticeCommon Stock on the date of the initiating Holder(s) request). Thereupon If any registration pursuant to this Section 1.2 is in the form of an underwritten offering, the Company will select and obtain the investment banker or investment bankers and manager or managers that will administer the offering, which investment bankers must offer terms which are reasonably competitive in the marketplace for similar size companies and similar offerings. The Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request (together with all Holders proposing to distribute Registrable Securities through such portion underwriting) enter into an underwriting agreement, containing usual and customary terms, with the managing underwriter selected for such underwriting. If any holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so withdrawn shall also be withdrawn from registration.
(d) If any other registration statement under this Section 1.2 is not declared effective (except as a result of Holders joining in such withdrawing Registrable Securities), then the holders of Registrable Securities may request as aforesaidan additional registration under this Section 1.2.
(e) No registrations effected under this Section 1.2 shall relieve the Company of its obligations to effect any registrations under, and pursuant to the terms of, Sections 1.3 and 1.4 hereof.
Appears in 2 contracts
Samples: Investor's Rights Agreement (Mobility Electronics Inc), Investors' Rights Agreement (Mobility Electronics Inc)
Demand Registration. 1.2.1. At (a) If at any time upon when it is eligible to use a Form S-3 registration statement, the Initial Public Offering Company receives a request from Restricted Shareholders (IPOwhich shall include for purposes of this Article 2, permitted assignees or successor owners of Covered Securities as set forth in Section 8.1) holding at least fifty percent (50%) of the Non-Restricted Securities then outstanding that the Company and thereafterfile a Form S-3 registration statement with respect to outstanding Non-Restricted Securities of such Restricted Shareholders having an anticipated aggregate offering price, but not more than two (2) times during the term net of this Agreement (in the aggregateSelling Expenses, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company $2 million, then issued (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, the Company shall promptly (i) within ten (10) days after the date such request is given, give written notice of the proposed registration, qualification or compliance thereof (“Demand Notice”) to all Restricted Shareholders holding Non-Restricted Securities other Holdersthan the Initiating Restricted Shareholders; and (ii) as soon as practicable, and shall in any event within sixty (60) days after the date such request is given by the Initiating Shareholders, file a Form S-3 registration statement under the Securities Act covering such shares and shall take all actions under its power and control Non-Restricted Securities requested to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate be included in such registration by any other Restricted Shareholders, as specified by notice given by each such Restricted Shareholder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(b), 2.1(c), and Section 2.3. The Company shall use reasonable best efforts to cause such Form S-3 registration statement to be declared effective by the SEC as soon as practicable after receipt filing.
(b) Notwithstanding the foregoing obligations, if the Company furnishes to Restricted Shareholders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s notice. Thereupon Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would: (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall take all reasonable actions under its power have the right to defer taking action with respect to such filing, and control any time periods with respect to effect such registration as required and as would permit and facilitate filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than sixty (60) days after the sale and distribution of all such portion request of the Holders’ Registrable Securities as are specified Initiating Shareholders is given; provided, however, that the Company may not invoke this right more than once in such request together with all such portion of Registrable Securities any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other Holders joining stockholder during such sixty (60) day period other than an Excluded Registration.
(c) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(a) (i) during the period that is ninety (90) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company has effected a registration pursuant to Section 2.1(a) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Section 2.1(c) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Restricted Shareholders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Section 2.6, in which case such withdrawn registration statement shall be counted as aforesaid“effected” for purposes of this Section 2.1(c).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Autobytel Inc), Shareholders Agreement (Autobytel Inc)
Demand Registration. 1.2.1. At (a) If at any time upon the Initial Public Offering (IPO) of the Company and thereafter, but not more than two (2) times during the term of this Agreement (in Eligible Period the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request Stockholder requests in writing (a “the "Stockholder Demand”") that the Company uses file a registration statement on Form S-3 (or any successor form to Form S-3, or, if Form S-3 is not then available, on Form S-1 or any other available form) for a public offering of shares of the Registrable Shares, the anticipated aggregate offering price of which, net of standard underwriting fees and discounts, is at least five million dollars ($5,000,000), the Company shall, subject to Section 4.1 hereof, file such Registration Statement with the SEC within forty-five (45) days after its best receipt of such request. The Company shall use commercially reasonable efforts to register cause such Holders’ Registration Statement to be declared effective as soon thereafter as practicable and keep such registration statement effective until the Stockholder notifies the Company in writing that the Company is no longer required to keep such Registration Statement effective. In no event, however, shall the Company be required to (i) effect more than four (4) registrations pursuant to this section or (ii) keep one or more registration statements filed pursuant to this section effective for more than an aggregate of one hundred twenty (120) days. In the event the registration is proposed to be part of a firm commitment underwritten public offering, the substantive provisions of Section 2.3 hereof shall be applicable to each such registration initiated under this Section 2.1 and the piggyback registration rights of Holders and Automaker Holders (to the extent provided for in the Existing Registration Rights Agreement and the Automaker Registration Rights Agreement) shall be applicable, subject to Section 2.3 below, to a registration effected pursuant to this Section 2.1.
(b) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to subparagraph (a):
(i) if the Company, within ten (10) days of the receipt of the Stockholder Demand, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within forty-five (45) days of receipt of such demand (other than a registration relating primarily to the sale of securities to participants in a Company stock plan of employee benefit plan, a transaction covered by Rule 145 under the 1933 Act or the resale of securities issued in such a transaction, a registration in which the only stock being registered is Common Stock issuable upon conversion or exchange of debt securities which are also being registered, any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable SecuritiesShares, or any part thereofa registration initiated under Section 2.1 or 2.2 of Automaker Registration Rights Agreement) provided, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) however, that if such registration statement is not filed by the Company within 45 days of receipt of such Stockholder Demand and declared effective by the Commission with 120 days after the Company's receipt of such Stockholder Demand, the Company shall be obligated to cause such Registrable Shares of the Stockholder to be registered in accordance with the provisions of this Section 1.22.1 provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(ii) during the period starting with the Company's date of filing of, provided however that a Demand for and ending on the date ninety (90) days immediately following, the effective date of any registration in the United States or on any European exchange may only be effected after six (6) months from the consummation statement pertaining to securities of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration was either filed as a result of the requested Registrable Securities, shall not be counted as a Demand for the purposes exercise by Stockholder of this section, unless the reason for such lack of culmination its rights pursuant to Section 2.1 hereof or was due subject to an action of the Initiating HoldersSection 2.2 hereof.
1.2.2. As soon as practicable after receipt of the Demand, the Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) days after receipt of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaid.
Appears in 2 contracts
Samples: Investor Rights Agreement (Commerce One Inc), Investor Rights Agreement (New Commerce One Holding Inc)
Demand Registration. 1.2.1. At (a) If at any time upon after the Initial Public Offering (IPO) of date hereof, the Company and thereafter, but not more than two (2) times during shall receive a written request from the term of this Agreement (in Stockholder that the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate Company file a registration statement under the Act covering the registration of at least 12.5% twenty five percent (twelve and one half percent25%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $5,000,000), then the Company shall:
(i) effect as soon as practicable, and in any event within 90 days after receipt of such request, the registration under the Act of all Registrable Securities which the Stockholder request to be registered.
(b) If the Stockholder intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to subsection 1.2(a). The underwriter or underwriters will be selected by the Stockholder and shall be reasonably acceptable to the Company. The Stockholder (together with the Company as provided in subsection 1.4(e)) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
(c) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2:
(i) if more than one registration has been effected pursuant to this Section 1.2 in any preceding twelve (12) month period and such registration has been declared or ordered effective, or more than two such registrations have been declared or ordered effective overall;
(ii) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the Company then issued date of filing of, and ending on a date ninety (90) days after the “Initiating Holders”)effective date of, may request in writing (a “Demand”) registration subject to Section 1.3 hereof; provided that the Company uses its best is actively employing in good faith all reasonable efforts to register cause such Holders’ registration statement to become effective;
(iii) If the Stockholder proposes to dispose of shares of Registrable Securities, or any part thereof, for trading Securities that may be immediately registered on any recognized European or United States securities exchange or quotation system Form S-3 pursuant to a request made pursuant to Section 1.10 below; or
(“Exchange”iv) in accordance with if the provisions Company shall furnish to the Stockholder a certificate signed by the Chairman of this Section 1.2, provided however the Board stating that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from good faith judgment of the consummation Board of Directors of the Company’s initial public offering in , it would be seriously detrimental to the United States or on such European exchange Company and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason its stockholders for such lack of culmination was due registration statement to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demandbe effected at such time, in which event the Company shall promptly give written notice have the right to defer such filing for a period of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty not more than ninety (2090) days after receipt of the Company’s notice. Thereupon request of the Stockholder; provided that such right to delay a request, whether pursuant to this Section 1.2 or Section 1.10, shall be exercised by the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified not more than once in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidtwelve (12) month period.
Appears in 2 contracts
Samples: Registration and Stockholder Rights Agreement (Ixys Corp /De/), Stockholders Agreement (Abb Asea Brown Boveri LTD)
Demand Registration. 1.2.1. (a) At any time following the date of this Agreement and upon the Initial Public Offering written notice from a Holder or Holders of at least twenty percent (IPO20%) of the Registrable Securities (without giving effect to any limitation on exercise or conversion) in the manner set forth in Section 11(h) hereof requesting that Company effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder as described in Section 2(b) (which notice shall specify the intended method or methods of disposition of such Registrable Securities), Company shall use its reasonable best efforts to effect, in the manner set forth in Section 5, the registration under the Securities Act of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request; provided that:
(i) if, prior to receipt of a registration request pursuant to this Section 2(a), Company had commenced a financing plan and thereafterheld or identified a date to hold a formal “all hands” meeting with outside advisors, but including an underwriter if such financing plan is an underwritten offering, and, in the good faith business judgment of Company’s underwriter (or outside advisors, if no underwriter), a registration at the time and on the terms requested could materially and adversely affect or interfere with such financing plan of Company or its subsidiaries (a “Transaction Blackout”), Company shall not be required to effect a registration pursuant to this Section 2(a) until the earliest of (A) the abandonment of such offering or (B) sixty (60) days after the termination of such offering; provided that Company shall only be permitted to delay a requested registration under this Section 2(a), whether in reliance on this subsection (i) or on subsection (ii) below, twice during the term of this Agreement.
(ii) if, while a registration request is pending pursuant to this Section 2(a), Company has determined in good faith that (A) the filing of a registration statement could jeopardize or delay any contemplated material transaction other than a financing plan involving Company or would require the disclosure of material information that Company had a bona fide business purpose for preserving as confidential; or (B) Company then is unable to comply with SEC requirements applicable to the requested registration (notwithstanding its reasonable best efforts to so comply), Company shall not be required to effect a registration pursuant to this Section 2(a) until the earlier of (A) the date upon which such contemplated transaction is completed or abandoned or such material information is otherwise disclosed to the public or ceases to be material or Company reasonably is able to so comply with applicable SEC requirements, as the case may be, and (B) thirty (30) days after Company makes such good-faith determination; provided that Company shall only be permitted to delay a requested registration under this Section 2(a), whether in reliance on this subsection (ii) or on subsection (i) above, twice during the term of this Agreement.
(iii) Company shall not be obligated to file more than two (2) times during registration statements under the term of Securities Act relating to a registration request pursuant to this Agreement (Section 2(a) and shall not be obligated in the aggregate, any event if such a registration request is for all Holders), any Holder or group of Holders a number of Registrable Securities which hold have an aggregate market value less than $1 million. If such a request shall be for an underwritten offering, such a request must be for a number of Registrable Securities which have an aggregate market value of at least 12.5% $5 million.
(twelve and one half percentb) Notwithstanding any other provision of this Agreement to the contrary, a registration requested by a Holder pursuant to this Section 2 shall not be deemed to have been effected (and, therefore, not requested for purposes of Section 2(a)): (A) if it is withdrawn by the requesting Holder based upon material adverse information relating to Company that is (x) different from the information known to the Holder or Holders requesting registration at the time of their request for registration, or (y) promptly disclosed by Company to the Holder at the time of their request for registration; (B) if, when effective, it includes fewer than ninety (90%) percent of the number of shares of Registrable Securities which were the subject matter of the request; (C) 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 other than a misrepresentation or an omission by such Holder and, as a result thereof, less than ninety (90%) percent of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses its best efforts requested to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) be registered can be completely distributed in accordance with the provisions plan of distribution set forth in the related registration statement.
(c) In the event that any registration pursuant to this Section 1.22 shall involve, provided however that a Demand for registration in whole or in part, an underwritten offering, Company shall have the United States right to designate the underwriter or on any European exchange may only be effected after six (6) months from underwriters, including the consummation lead managing underwriter of such underwritten offering, subject to the reasonable approval of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt (d) Holders other than the Holder initiating the demand pursuant to Section 2(a) and holders of other registrable securities with the Demand, the right to participate in a Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control have the right to include in such registration, qualification or compliance all their shares of Registrable Securities held by or other registrable securities, as the case may be, in any registration pursuant to Section 2(a). In connection with those registrations in which multiple Holders who explicitly expressed their wish or holders of other registrable securities with the right to participate in such registration within twenty (20“Piggy-back Rights Holders”) days after receipt participate, in the event the facilitating broker/dealer or, in an underwritten offering, the lead managing underwriter advises that marketing factors require a limitation on the number of shares to be sold, the number of shares to be included in the sale or underwriting and registration shall be allocated pro rata among the Holders and the holders seeking registration pursuant to piggy-back registration rights otherwise granted by Company on the basis of the Company’s notice. Thereupon estimated proceeds from the sale of the securities covered by such registration.
(e) Company shall take all reasonable actions under its power and control have the right to effect such cause the registration as required and as would permit and facilitate of additional securities for sale for the sale and distribution account of all such portion of the Holders’ Registrable Securities as are specified Company in such request together with all such portion any registration of Registrable Securities requested by a Holder pursuant to Section 2(a) which involves an underwritten offering; provided that Company shall not have the right to cause the registration of any other Holders joining such additional securities if such Holder is advised in writing (with a copy to Company) by the lead managing underwriter designated pursuant to Section 2(c) that, in such request as aforesaidfirm’s good faith opinion, registration of such securities in addition to those securities included pursuant to Sections 2(a)-(d) hereof would materially adversely affect the offering and sale of the Registrable Securities then contemplated by such Holder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Sands Brothers Venture Capital Ii LLLC), Registration Rights Agreement (RS Properties I LLC)
Demand Registration. 1.2.1(i) Subject to the conditions of this Section 6.1(a), if the Company shall receive a written request from the Investors on one or more occasions that the Company file a registration statement under the Securities Act, on Form S-1 (“Long-Form Registration”), Form S-3 (“Short-Form Registration”), or any successor form thereto, covering the registration of the Shares, then the Company shall, as expeditiously as reasonably possible, effect the registration under the Securities Act of all Registrable Securities (as defined below) that the Investors have requested to be registered, provided that for any registration pursuant to this Section 6.1(a), the aggregate market value of the Registrable Securities to be registered (or included in a takedown from a Resale Shelf involving an underwritten offering or a block trade) must be at least $20 million as of the date of the request for such registration or takedown (or at least $10 million as of the date of such request in the event that the Registrable Securities to be registered (or included in a takedown from a Resale Shelf involving an underwritten offering or a block trade) constitute all Registrable Securities as of the date of such request). At any time upon when the Initial Public Offering Company is eligible to file a registration statement on Form S-3 for a secondary offering of equity securities pursuant to Rule 415 under the Securities Act (IPOa “Resale Shelf”), any registration statement requested pursuant to this Section 6 shall be made as a Resale Shelf. In such event, unless a shorter period is requested by the Investors, the Company shall maintain such Resale Shelf until the earliest of (i) the date on which the Investors cease to hold Registrable Securities covered by such Resale Shelf, (ii) the third anniversary of the date of filing such registration statement and (ii) the date as of which there are no longer any Registrable Securities covered by such Resale Shelf. Following the effectiveness of a Resale Shelf, any resale of Shares pursuant to this Section 6 shall be in the form of a “takedown” from such Resale Shelf rather than a separate registration statement. Each Investor agrees that, except as required by applicable law, such Investor shall treat as confidential the submission of a request for registration and shall not disclose or use the information contained in such request without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Investor in breach of the terms of this Agreement.
(ii) If the Investors intend to distribute the Registrable Securities covered by its request by means of an underwriting, the Investors shall so advise the Company as part of its request made pursuant to this Section 6.1(a). In such case, each of the Company and thereafterthe Investors shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Investors participating in the offering (which underwriter or underwriters shall be reasonably acceptable to the Company). If the underwriter advises the Company that marketing, but pricing or other similar factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise the Investors, and the number of shares that may be included in the underwriting shall be reduced accordingly pro rata among the respective holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not more than be reduced below 25% of the Registrable Securities requested to be included in such registration unless all other securities of the Company are first entirely excluded from the underwriting.
(iii) The Investors shall be entitled to only up to two (2) times during Long-Form Registrations (provided that the term Investors shall only be entitled to request the second Long-Form Registration at a time when the Company is not eligible to file a registration statement on Form S-3 for a secondary offering of equity securities) and up to five (5) Short-Form Registrations (including takedowns from a Resale Shelf involving an underwritten offering or a block trade) pursuant to this Agreement (in the aggregate, for all HoldersSection 6.1(a), any Holder or group provided, however, that if the number of Holders shares of Registrable Securities which hold requested by the Investors to be included in either a Short-Form Registration or a Long Form Registration is reduced by more than 20% below that number requested by the Investors pursuant to Section 6.1(a)(ii), such registration shall not count against the limits set forth in this Section 6.1(a)(iii).
(iv) The Company shall not be required to effect a registration, or a takedown from a Resale Shelf (which, solely in the case of clauses (B), (D) and (E) below, involves an aggregate of at least 12.5% underwritten offering or a block trade), pursuant to this Section 6.1(a):
(twelve and one half percentA) prior to the expiration of the Registrable Securities of Holdback Period;
(B) within 90 days after the Company then issued has effected a registration, or a takedown from a Resale Shelf involving an underwritten offering or a block trade, pursuant to this Section 6.1(a) and such registration has been declared or ordered effective or such takedown from a Resale Shelf shall have been completed;
(C) if, within five (5) days of receipt of a written request from the “Initiating Holders”Investor pursuant to this Section 6.1(a), may request in writing (a “Demand”) that the Company uses its best efforts acting in good faith gives notice to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation Investor of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due intention to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, the Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering within forty-five (45) days, other than pursuant to a Special Registration Statement; provided, that such shares right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period,
(D) if the Company shall furnish to the Investor a certificate signed by the Chairman of the Board of Directors or the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in stockholders for such registration within twenty statement to be effected at such time (20including without limitation if such registration statement would materially adversely affect any proposal or plan of the Company or its Subsidiaries to engage in any material acquisition of assets or stock or any merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or its Subsidiaries), in which event the Company shall have the right to defer such filing for a period of not more than sixty (60) days after receipt of the Company’s notice. Thereupon request of the Investor; provided such sixty (60 day period may be extended for an additional sixty (60) days with the consent of the Investors requesting the registration, which consent shall not be unreasonably withheld; provided further, that such right to delay a request shall be exercised by the Company shall take all reasonable actions under its power and control not more than once in any twelve (12) month period; or
(E) more than twice in any twelve (12) month period.
(v) The Company may suspend the use of a prospectus that is part of a Resale Shelf for up to effect sixty (60) days in the circumstances specified in Section 6.1(a)(iv)(D) upon delivering to the Investor the certificate specified in Section 6.1(a)(iv)(D) (a “Suspension Notice”); provided such registration as required and as would permit and facilitate sixty (60 day period may be extended for an additional sixty (60) days with the sale and distribution of all such portion consent of the Holders’ Registrable Securities as are specified Investor, which consent shall not be unreasonably withheld; provided further, that such suspension right shall be exercised by the Company not more than once in such request together with all such portion any twelve (12) month period. A holder of Registrable Securities shall not effect any sales of Registrable Securities pursuant to such registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). The holders may recommence effecting sales of the Registrable Securities pursuant to the Resale Shelf following further written notice to such effect (an “End of Suspension Notice”) from the Company to the holders. The Company shall act in good faith to permit any suspension period contemplated by this Section 6.1(a)(v) to be concluded as promptly as reasonably practicable.
(vi) Each Investor agrees that, except as required by applicable law, such Investor shall treat as confidential the receipt of any other Holders joining notice pursuant to Section 6.1(a)(iv)(D) or any Suspension Notice and shall not disclose or use the information contained in such request notice without the prior written consent of the Company until such time as aforesaidthe information contained therein is or becomes available to the public generally, other than as a result of disclosure by an Investor in breach of the terms of this Agreement.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (TerraForm Power, Inc.), Common Stock Purchase Agreement (TerraForm Power, Inc.)
Demand Registration. 1.2.1. At If at any time upon prior to the Initial Public Offering (IPO) fifth anniversary of the Company and thereafter, but not more than two (2) times during the term date of this Agreement the Company shall receive from a Purchaser a written request (in a "Demand Request") that the aggregateCompany register on Form X-0, for all Holders)Xxxx X-0 or any successor form of registration under the Securities Act, or, if available, on Form S-3 or any successor form of registration under the Securities Act (or if such form is not available, any Holder or group registration statement form then available to the Company) Registrable Securities, then the Company shall (a) promptly given written notice to the other Purchaser of Holders the Demand request and (b) prepare and file with the Commission as soon as practicable, but in no event later than forty-five (45) days after receipt of such Demand Request, a registration statement (a "Demand Registration Statement") to effect such registration. The Company shall use its best efforts to cause the Registrable Securities which hold an aggregate specified in such Demand Request, together with all of at least 12.5% (twelve and one half percent) such portion of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, the Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) days after receipt of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion of Registrable Securities of any other Holders Purchaser joining in such request as aforesaidare specified in a written request within 10 days after receipt of such written notice from the Company, (collectively, the "Demand Registrable Securities") to become or be declared effective as soon as practicable. The Company shall provide copies of all correspondence to, and from, the Commission within twenty-four (24) hours after receipt, or delivery, as the case may be, of any such correspondence. Each such Demand Request shall: (a) include an initial request to register Registrable Securities having an aggregate offering value of not less than the lesser of all of the Registrable Securities then owned by the Purchaser or $5 million (or Registrable Securities having an aggregate offering value of not less than $5 million when combined with a concurrent Demand Request from the other Purchaser); (b) specify the number of Demand Registrable Securities intended to be offered and sold by the Purchaser pursuant thereto; (c) express the present intention of the Purchaser to offer or cause the offering of such Demand Registrable Securities pursuant to such Demand Registration Statement, (d) describe the nature or method of distribution of such Demand Registrable Securities pursuant to such Demand Registration Statement (including, in particular, whether the Purchaser plans to effect such distribution by means of an underwritten offering); (e) identify the proposed Demand Managing Underwriter, if any; and (f) contain the undertaking of the Purchaser to provide all such information and materials and take all such actions as may be required in order to permit the Company to comply with all applicable requirements of the Securities Act, the Exchange Act and the rules and Regulations of the Commission thereunder, and to obtain any desired acceleration of the effective date of such Demand Registration Statement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Chalone Wine Group LTD), Registration Rights Agreement (Domaines Barons De Rothschild /Lafite/)
Demand Registration. 1.2.1. At (a) If at any time upon one hundred eighty (180) days after the Initial Public Offering effective date of the registration statement for the IPO, the Company receives a request from Holders of at least sixty percent (IPO60%) of the Company and thereafter, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Preferred Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of then outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding for which the anticipated aggregate offering price, net of Selling Expenses, would be at least $10 million, then the Company then issued shall: (i) within ten (10) days after the date such request is given, give notice thereof (the “Initiating Holders”), may request in writing (a “DemandDemand Notice”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of all Holders other than the Initiating Holders.
1.2.2. As ; and (ii) as soon as practicable practicable, and in any event within ninety (90) days after receipt of the Demanddate such request is given by the Initiating Holders, file a Form S-1 registration statement under the Company shall promptly give written notice of Securities Act covering all Registrable Securities that the proposed registration, qualification or compliance Initiating Holders requested to all be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, and shall file a registration statement covering as specified by notice given by each such shares and shall take all actions under its power and control Holder to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.
(b) If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least twenty-five percent (25%) of the Preferred Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities for which the anticipated aggregate offering price, net of Selling Expenses, would be at least $1 million, then the Company shall: (i) within ten (10) days after receipt the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.
(c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s notice. Thereupon chief executive officer stating that in the good faith judgment of the Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would: (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing for a period of not more than sixty (60) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once (1x) in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such sixty (60) day period other than an Excluded Registration.
(d) The Company shall not be obligated to effect, or to take all any action to effect, any registration pursuant to Section 2.1(a): (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable actions under its power and control efforts to effect cause such registration as required and as would permit and facilitate statement to become effective; (ii) after the sale and distribution Company has effected two (2) registrations pursuant to Section 2.1(a); or (iii) if the Initiating Holders propose to dispose of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(b): (A) during the period that is thirty (30) days before the Company’s good faith estimate of any other the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (B) if the Company has effected two registrations pursuant to Section 2.1(b) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Section 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders joining withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Section 2.6, in which case such request withdrawn registration statement shall be counted as aforesaid“effected” for purposes of this Section 2.1(d).
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Spero Therapeutics, Inc.), Investors’ Rights Agreement (Spero Therapeutics, Inc.)
Demand Registration. 1.2.1. At any time upon If at anytime prior to the Initial Public Offering (IPO) expiration of the Company Registration Period and thereafter, but not more than two (2) times during after the term six month anniversary of this Agreement (in the aggregate, for all Holders)Agreement, any Holder or group of Holders of Registrable Securities which hold an aggregate shall not have been registered by the Company pursuant to Section 2.3 hereof, then Investor shall have the right by delivery of at least 12.5% (twelve and one half percent) written notice to the Company, to request that the Company effect a registration on Form S-3 covering the resale of the Registrable Securities of the Company then issued (the “Initiating Holders”)not previously registered pursuant to Section 2.3; provided, may request in writing (a “Demand”) however, that the Company uses its best shall not be obligated to effect any such registration if (i) Investor proposes to sell less than all of the Registrable Securities held by Investor at an aggregate price to the public of less than $5,000,000, (ii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to register cause such Holders’ Registrable Securitiesregistration statement to become effective, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”iii) in accordance with the provisions of this Section 1.2event that the Company has, provided however that a Demand for registration in within the United States or on any European exchange may only be effected after six (6) months from month period preceding the consummation date of such request, already effected a registration on Form S-3 for Investor pursuant to this Section 2.1, or (iv) (A) in the good faith judgment of the Board of Directors of the Company’s initial public offering in , such registration would be seriously detrimental to the United States or on such European exchange Company and provided further the Board of Directors of the Company concludes, as a result, that it is essential to defer the aggregate anticipated offering price filing of such Registrable Securities equals registration statement at least US$4,000,000. A Demandsuch time, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, and (B) the Company shall promptly give written notice furnish to Investor a certificate signed by the President of the proposed registrationCompany stating that in the good faith judgment of the Board of Directors of the Company, qualification or compliance it would be seriously detrimental to all other Holders, and shall file a the Company for such registration statement covering such shares to be filed in the near future and shall take all actions under its power and control that it is, therefore, essential to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in defer the filing of such registration within twenty statement, then the Company shall have the right to defer such filing for a period of not more than ninety (2090) days after receipt of the Company’s notice. Thereupon request of Investor, and, provided further, that the Company shall take all reasonable actions under not defer its power and control obligation in this manner more than once in any twelve-month period. The date on which the Company receives such notice is referred to effect herein as the “Demand Date.” In the event that Form S-3 is unavailable and/or inappropriate for such a registration as required and as would permit and facilitate the sale and distribution of all the Registrable Securities, the Company shall use such portion other form or forms as are available and appropriate for such a registration, subject to the consent of the Holders’ Registrable Securities as are specified in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidInvestor, which shall not be unreasonably withheld.
Appears in 2 contracts
Samples: Registration Rights Agreement (Schering Berlin Venture Corp), Registration Rights Agreement (Sonus Pharmaceuticals Inc)
Demand Registration. 1.2.1. At any time upon If the Initial Public Offering Investor is unable to sell shares of ------------------- Common Stork within eighteen (IPO18) months after the end of the Restriction Period pursuant to Rule 144(k) (or a successor rule) under the Securities Act or on a Piggyback Registration Statement, the Investor shall have the right to require the Company and thereafterto file one registration statement under the Securities Act on a Form S-3, but not more than two (2) times during provided such registration form is available to the term Company, to register shares of Common Stock acquired under this Agreement for sale in a public offering that is not to be made on a continuous or delayed basis pursuant to Rule 415 (in or a successor rule) under the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate Act and that is expected to yield net proceeds to the Investor of at least 12.5% Five Million Dollars (twelve and one half percent$5,000,000), as specified in a written notice from the Investor to the Company.
(i) Following the Company's receipt of the Registrable Securities of any notice under this Section 8(b), the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses shall use its best efforts to register under the Securities Act, as soon as reasonably practicable, the number of shares of Common Stock specified by the Investor in such Holders’ Registrable Securities, notice (or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”such lesser number as the managing underwriter(s) in accordance with such offering believes will not unduly jeopardize the provisions success of the offering); provided, however, that the Company may delay the filing of the registration statement for as long as
(A) the request for registration pursuant to this Section 1.2, provided however that a Demand for registration in 8(b) would require the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated Company to include in the registration statement on the filing date or on the expected effective date audited financial statements which are not yet required to be filed with the Commission under the Exchange Act; or
(B) the Company's board of directors reasonably determines that the disclosure required in the registration statement or the pricing of the requested Registrable Securities, shall not be counted as offering would adversely affect the Company or its ability to engage in a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holdersplanned registered public offering or in any other planned activity.
1.2.2. As soon (ii) In the event that the Investor makes a demand for registration as practicable after receipt of the Demanddescribed in this Section 8(b), the Company shall promptly give written notice have the right to register other shares of Common Stock in the registration statement; provided, however, that such shares shall not be included to the extent provided -------- ------- in Section 8(f) below, if applicable, and in all other situations, such shares (other than the Original Registration Stock) shall not be included to the extent that the Investor determines in good faith that the inclusion of such shares will interfere with the successful marketing of the proposed registrationInvestor's shares to be included therein; provided, qualification or compliance further, that, if the number of shares to all other Holdersbe so -------- ------- included exceeds the number of the Investor's shares included therein, and such registration shall file be deemed to be a registration statement covering such shares and pursuant to Section 8(a) hereof.
(iii) The managing underwriter(s) for any underwritten public offering pursuant to this Section 8(b), shall take all actions under its power and control be mutually acceptable to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) days after receipt of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidInvestor.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Genvec Inc), Stock Purchase Agreement (Genvec Inc)
Demand Registration. 1.2.1. At (a) If the Company shall receive at any time upon after the Initial Public Offering earlier of (i) three years from the date hereof and (ii) 180 days after the effective date of an initial public offering of its Common Stock ("IPO") a written request from Initiating Holder(s), then the Company shall, within 20 business days of the Company and thereafterreceipt of such written request, but not more than two give written acknowledgment of such request (2"Request Acknowledgment") times during the term of this Agreement (in the aggregate, for to all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses use its best efforts to register such Holders’ Registrable Securitieseffect, or any part thereofas soon as practicable, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions registration under the Securities Act of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such all Registrable Securities equals at least US$4,000,000. A Demand, then owned of record by all Holders and which has not culminated such Holders request to be registered and included in such registration by written notice given by such Holders to the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable Company within 20 days after receipt of the DemandRequest Acknowledgment; provided, however, that the Company shall promptly give written notice of the proposed registration, qualification or compliance not be obligated to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in effect any such registration, qualification or compliance all pursuant to this Section 1.3:
(i) if the aggregate value of the Registrable Securities held proposed to be sold by such Holders who explicitly expressed their wish to participate in such offering is less than $1,000,000;
(ii) if such offering would (y) require disclosure of material nonpublic information that the Board of Directors of the Company determines in good faith would be in the best interests of the Company not to disclose or (z) have a material adverse effect (as determined by the Board of Directors in good faith) on the Company or its shareholders in relation to any financing, acquisition, corporate reorganization or other material transaction actively pursued by the Board of Directors of the Company, involving the Company or any of its affiliates, in which event, in the case of both (y) and (z), the Company shall have the right to defer the filing of the registration within twenty (20) statement no more than once during any 12-month period for a period of not more than 120 days after receipt of the request of such Holders under this Section 1.3 (the Company must furnish to the Holders requesting registration a certificate signed by its Chairman of the Board of Directors, Chief Executive Officer or Chief Financial Officer certifying as to any such determination made by the Board of Directors);
(iii) if the request is made during the period starting with the filing of, and ending on a date 90 days following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Company’s notice. Thereupon , provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(iv) The Company is obligated to effect only one such registration pursuant to this Section 1.3 (which registration must be declared or ordered effective).
(b) If Initiating Holder(s) submit a registration request under this Section 1.3 and intend to distribute the Registrable Securities covered by such request by means of an underwriting (an "Underwritten Offering"), then the Initiating Holder(s) shall so advise the Company as a part of the request made pursuant to this Section 1.3 and the Company shall take all reasonable actions under its power include such information in the written notice referred to in Section 1.3(a). In such event, the right of Investor and control the other Holders to effect include their Registrable Securities in such registration as required shall be conditioned upon such Holders' participation in such underwriting and as would permit and facilitate the sale and distribution of all such portion inclusion of the Holders’ ' Registrable Securities as are specified in the underwriting to the extent provided herein. If Investor or the other Holders propose to distribute their securities through such request together underwriting, they shall enter into an underwriting agreement in customary form with all the managing underwriter or underwriters selected for such portion underwriting by a majority in interest of the Initiating Holder(s) from a list of three nationally-recognized underwriters proposed by the Company. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration. If the representative of such underwriters determines in good faith that marketing factors require a limitation of the number of shares to be underwritten and so advises Investor and the Holders in writing, the Registrable Securities to be sold by Investor shall be the last securities (including any other registrable securities of any other Holders joining in shareholder with registration rights) to be excluded from such request as aforesaidregistration.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Data Return Corp), Investor's Rights Agreement (Data Return Corp)
Demand Registration. 1.2.1. At If ADS shall receive from any time upon the Initial Public Offering (IPO) of the Company and thereafter, but not more than two (2) times during the term of this Agreement (in the aggregate, for Major Stockholder or Major Stockholders a written request or requests that ADS effect a registration on Form S-3 with respect to all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) part of the Registrable Securities of the Company owned by such Major Stockholder or Major Stockholders (or if Form S-3 is not permitted for such registration, then issued pursuant to a Form S-1 or any successor or similar registration statement (the “Initiating HoldersForm S-1”)), may request in writing (including by means of a “Demand”) that shelf registration pursuant to rule 415 under the Company uses its best efforts Securities Act, and ADS is then eligible to register such Holders’ Registrable Securitiesthe ADS Common Stock on Form S-3 or Form S-1, or as applicable, then ADS shall:
a) Promptly (and in any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable event within 5 business days after receipt of the Demand, the Company shall promptly such request) give written notice of the proposed registration, and any related qualification or compliance compliance, to all other HoldersMajor Stockholders; and
b) as soon as practicable, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) days after receipt of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect such registration and all such qualifications and compliances as required may be so requested and as would permit and or facilitate the sale and distribution of all or such portion of the Holderssuch Major Stockholder’s or Major Stockholders’ Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities of any other Holders Major Stockholder or Major Stockholders joining in such request as aforesaidare specified in a written request given within 15 days after receipt of such written notice from ADS; provided, however, that no such registration pursuant to this Section 2.1 shall be required: (1) to become effective prior to one hundred eighty (180) days following the effective date of an ADS-initiated registration statement which covers any ADS Common Stock (other than a registration statement filed solely to qualify an ADS employee benefit plan or business combination pursuant to Rule 145); provided that ADS is actively employing reasonable efforts in good faith to cause such registration statement to become effective; (2) unless the Major Stockholders propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before deduction of any underwriters’ discounts or commissions) of at least $10,000,000 with respect to a Registration Statement on Form S-3 or at least $50,000,000 with respect to a Registration Statement on Form S-1; and (3) if, within the twelve (12) month period preceding the date of such request, ADS has already effected two registrations for the Major Stockholders pursuant to this Section 2.1.
c) Subject to the foregoing, ADS shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable (and in any event within 45 days) after receipt of the request or requests of the Major Stockholders.
d) Notwithstanding the provisions of Section 2.1 (a)-(c) above, if any registration requested pursuant to this Section 2.1 is proposed to be effected on Form S-3 and is in connection with an underwritten offering, and if the managing underwriter shall advise ADS in writing that, in its opinion, it is of material importance to the success of such proposed offering to file a Registration Statement on Form S-1 or to include in such Registration Statement information not requested to be included pursuant to Form S-3, then ADS will file a Registration Statement on Form S-1 or supplement Form S-3 as reasonably requested by such managing underwriter.
e) Notwithstanding the provisions of Section 2.1(a)-(d) above, if ADS furnishes to the Major Stockholders requesting a registration pursuant to this Section 2 a certificate signed by ADS’ chief executive officer stating that in the good faith judgment of ADS’s Board of Directors (after consultation with legal counsel) it would be materially detrimental to ADS and its Stockholders for such Registration Statement to be filed, become effective or continue to be used, including a shelf registration pursuant to Rule 415 under the Securities Act, because such action would (i) materially interfere with ADS’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction involving ADS; (ii) require premature disclosure of material, non-public information that ADS has a bona fide business purpose for preserving as confidential (which disclosure would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading and would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement); or (iii) render ADS unable to comply with requirements under the Securities Act or Exchange Act, then ADS may, upon giving prompt written notice of such action to the Major Stockholders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided that if ADS exercises its rights under this Section 2.1(e), the applicable time period during which the Registration Statement is to remain effective shall be extended by a period of time equal to the duration of the period during which such Registration Statement is suspended hereunder; provided, further that ADS shall not be permitted to do so (a) more than once during any consecutive twelve (12) month period, or (b) for a period exceeding forty-five (45) days on any one occasion. In the event ADS exercises its rights under the preceding sentence, such Major Stockholders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities for the period during which suspension by ADS is permitted hereby. ADS shall promptly notify such Major Stockholders of the expiration of any period during which it exercised its rights under this Section 2.1. ADS agrees that, in the event it exercises its right xxxxxx this Section 2.1, it shall, within 30 days following such Major Stockholders’ receipt of the notice of suspension, update the suspended statement as may be necessary to permit the Major Stockholders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.
Appears in 2 contracts
Samples: Registration Rights Agreement (Advanced Drainage Systems, Inc.), Registration Rights Agreement (Advanced Drainage Systems, Inc.)
Demand Registration. 1.2.1. At (i) If, at any time upon at least 180 days after the Initial Public Offering (IPO) closing date of the IPO, the Company and thereafter, but not more than two receives a request from the Initiating Holders that the Company file a Form S-1 registration statement covering either (2x) times during the term potential sale of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) a portion of the Registrable Securities then outstanding with an anticipated aggregate offering price (excluding the offering price of any shares subject to an over-allotment option) of at least $7,500,000 or (y) all of the Registrable Securities then held by a Comprehensive Rights Holder whose rights under this Agreement have not terminated pursuant to Section 11, then the Company shall: (A) within ten days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (B) as soon as practicable, and in any event within sixty days after the date such request is given by the Initiating Holders, use its reasonable best efforts to file and make effective a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2(a)(iii) and Section 3.
(ii) If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from the Initiating Holders that the Company file a Form S-3 registration statement covering either (x) the potential sale of all or a portion of the Registrable Securities then outstanding with an anticipated aggregate offering price (excluding the offering price of any shares subject to an over-allotment option) of at least $3,750,000 or (y) all of the Registrable Securities then held by a Comprehensive Rights Holder whose rights under this Agreement have not terminated pursuant to Section 11, then the Company shall: (A) within ten days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (B) as soon as practicable, and in any event within 45 days after the date such request is given by the Initiating Holders, file and make effective a Form S-3 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2(a)(iii) and Section 3.
(iii) Notwithstanding the foregoing obligations, if the Company furnishes to Initiating Holders requesting a registration pursuant to this Section 2(a) a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Board of Directors of the Company then issued it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (A) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the “Initiating Holders”)Company, may request in writing (a “Demand”B) require premature disclosure of material information that the Company uses its best efforts to register such Holders’ Registrable Securitieshas a bona fide business purpose for preserving as confidential, or (C) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any part thereoftime periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with a period of not more than 120 days after the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation request of the Company’s initial public offering Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in the United States or on such European exchange any consecutive twelve-month period; and provided further that the aggregate anticipated offering price Company shall not register any securities for its own account or that of any other stockholder during such 120-day period other than Excluded Registrations.
(iv) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2(a) (A) after the Company has effected a total of four registrations pursuant thereto, or (B) if the Company has effected a registration pursuant to Section 2(a) within the six-month period immediately preceding the date of such request. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2(a)(i) (A) during the period that is sixty days before the Company’s good faith estimate of the date of filing of, and ending on a date that is 180 days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective, or (B) if the Initiating Holders propose to dispose of Registrable Securities equals at least US$4,000,000that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2(a)(ii). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2(a)(ii) during the period that is thirty days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand “effected” for the purposes of this sectionSection 2(a)(iv) until such time as the applicable registration statement has been declared effective by the SEC, unless the reason Initiating Holders withdraw their request for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, the Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed elect not to pay the registration expenses therefor, and forfeit their wish right to participate one demand registration statement pursuant to Section 6, in which case such withdrawn registration within twenty (20) days after receipt statement shall be counted as “effected” for purposes of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidthis Section 2(a)(iv).
Appears in 2 contracts
Samples: Registration Rights Agreement (ACM Research, Inc.), Registration Rights Agreement (ACM Research, Inc.)
Demand Registration. 1.2.1. At any time upon (a) From and after the Initial Public Offering (IPO) of the Company and thereafter, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) date that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after is six (6) months after the date of this Agreement, in case the Company shall receive from the consummation Investor a written request or requests that the Company effect a Registration (“Demand Registration”), which if the Company is a WKSI as of the Company’s initial public offering in filing date thereof, shall be an automatic Shelf Registration Statement, and any related qualification or compliance, with respect to all or any part of the United States or on such European exchange Registrable Securities owned by the Investor, then the Company shall file and provided further that use its best efforts (i) to cause the aggregate anticipated offering price of Registration Statement covering such Registrable Securities equals at least US$4,000,000to be declared effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof, and (ii) to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date on which all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144. A Demand, which has not culminated in (b) Notwithstanding anything to the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demandcontrary provided above, the Company shall promptly give written notice of the proposed registrationnot be obligated to effect any such Registration, qualification or compliance pursuant to all this Section 2.2: (1) if the aggregate anticipated price to the public of any Registrable Securities which the Investor proposes to sell pursuant to such registration, together with the aggregate anticipated price to the public of any other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control securities of the Company entitled to include inclusion in such registration, qualification is less than US$50,000,000 (or compliance the equivalent thereof in other currencies), unless such Registration covers all remaining Registrable Securities held Securities; (2) if the Company shall furnish to the Investor a certificate certifying the same signed by Holders who explicitly expressed their wish the Chief Executive Officer stating that in the good faith judgment of the Board, it would be materially detrimental to participate in the Company and its shareholders for such registration within twenty to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (2012) month period for a period of not more than ninety (90) days after receipt of the Company’s notice. Thereupon request of the Investor under this Section 2.2(a); provided, however, that such period shall terminate if the Company shall take registers any of its other Shares during such period; or (3) if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act other than a registration from which the Registrable Securities of the Investor have been excluded (with respect to all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such or any portion of the Holders’ Registrable Securities as are specified the Investor requested be included in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidregistration) pursuant to Section 2.1(b).
Appears in 2 contracts
Samples: Registration Rights Agreement (Naspers LTD), Share Purchase Agreement (Naspers LTD)
Demand Registration. 1.2.1. At any time upon (a) Commencing six (6) calendar months following an IPO pursuant to the Initial Public Offering provisions of the Securities Act (IPO) other than a registration statement relating either to the sale of securities to employees of the Company and thereafterpursuant to a share option, but not more than two share purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145 of the Securities Act) until the Date of Termination (2) times during the term of this Agreement (as defined in the aggregate, for all HoldersClause 2.11 hereof), any Holder or group if the Company shall have received a written request (the “Registration Request”) from Shareholders holding at least 30% of Holders of the voting power underlying the outstanding Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing () to file a “Demand”) that registration under the Company uses its best efforts to register such Holders’ Securities Act of all or part of their Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demandthen, the Company shall shall:
(i) promptly give written notice of the proposed registrationsuch request to each other Shareholder; and
(ii) use its best efforts to effect, qualification or compliance to all other Holdersas soon as practicable, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) days after receipt of the Company’s notice. Thereupon the Company shall take and all reasonable actions under its power such qualifications and control to effect such registration compliances as required may be so requested and as would permit and or facilitate the sale and distribution of all or such portion of the such Initiating Holders’ Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities of any other Holders Holder joining in such request as aforesaidare specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall file such registration statement with the SEC no later than forty-five (45) days after the date of the Registration Request and shall cause it to be effective no later than one-hundred twenty (120) days after the date of such filing.
(b) The Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Clause 2.2(a):
(i) after the Company has effected one (1) registration pursuant to this Clause 2.2 and such registrations have been declared or ordered effective;
(ii) if the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price (net of any underwriters’ discounts or commissions) of less than $7,500,000 (seven million five hundred thousand United States Dollars);
(iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made in accordance with Clause 2.4;
(iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(v) if the Company shall furnish to such Initiating Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company or its shareholders for such registration to be effected at such time, in which event the Company shall have the right to defer the filing of the registration statement for a period of not more than one-hundred twenty (120) days from the date of receipt of the request of the Initiating Holder or Holders; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any Shares for the account of itself or any other shareholder during such 120 day period; and provided further, that, in such event, the Initiating Holder or Holders shall be entitled to withdraw such request and, if such request is withdrawn, such registration shall not count as a registration pursuant to Clause 2.2(a) and the Company shall pay any Registration Expenses in connection with such withdrawn registration.
(c) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Clause 2.2 and the Company shall include such information in the written notice referred to in Clause 2.2 (a)(i). In such event the rights of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All holders of Registrable Securities proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in the customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders and reasonably acceptable to the Board of Directors of the Company. Notwithstanding any other provision of this Clause 2.2, if the underwriter(s) advise(s) the Company in writing that market factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the holders of Registrable Securities on a pro rata basis based on the total number of Registrable Securities held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities then outstanding to be included in such underwriting and registration shall not be reduced unless all other securities of the Company (whether newly issued or held by third parties) are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
(d) If any Holder disapproves of the terms of the underwriting, such person may elect to withdraw from such underwriting by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities held by such Holder affected shall be withdrawn from the registration.
(e) If the distribution of Registrable Securities is being effected by means of an underwriting and if the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account if the managing underwriter so agrees. The inclusion of such shares shall be on the same terms as the registration of shares held by the holders of Registrable Securities participating in such registration. If the underwriters subsequently exclude some of the securities to be registered, the securities to be sold for the account of the Company, shall be excluded in their entirety prior to the exclusion of any Registrable Securities to be registered by the Initiating Holders.
Appears in 2 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (Yandex N.V.)
Demand Registration. 1.2.12.1 Registration on Form F-3 or Form S-3. At Subject to the terms of this Agreement, at any time upon after the Initial Public Offering first (IPO1st) anniversary of the Company and thereaftereffective date of a Qualified IPO of the Company, but not Holders holding fifteen percent (15%) or more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) voting power of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing (a “DemandRegistration Request”) that the Company uses its best efforts file a Registration Statement on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), so long as the Company is entitled to register use such Holders’ a form, including, without limitation, any registration statement filed under the Securities Act providing for the registration of, and the sale on a continuous or delayed basis by the Initiating Holders of, all of the Registrable Securities pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission, for a public offering of all or part of their Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price . Upon receipt of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the DemandRegistration Request, the Company shall (i) promptly give written notice of the proposed registration, qualification or compliance Registration to all other HoldersHolders and (ii) as soon as practicable, and shall file a registration statement covering in any event within ninety (90) days of the receipt of such shares and shall take all actions under its power and control to include in such registrationrequest, qualification or compliance all cause the Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) days after receipt of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request the request, together with all such portion of any Registrable Securities of any other Holders joining Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and qualified for sale and distribution in such request jurisdictions as aforesaidthe Initiating Holders may reasonably request. The Holders may at any time, and from time to time, require the Company to effect the Registration of Registrable Securities under this Section 2.1 so long as the proposed maximum aggregate offering price for each such Registration exceeds US$500,000; provided, however, that the Holders shall not exercise the right under this Section 2.1 more than twice in any twelve (12) month period (it being the understanding of the Parties that a Registration Request given under this Section 2.1 shall be deemed to have been effected for purposes of the foregoing even if subsequently withdrawn by Holders of Registrable Securities included in such Registration Request).
Appears in 2 contracts
Samples: Investor Rights Agreement (China Mass Media International Advertising Corp.), Investor Rights Agreement (China Mass Media International Advertising Corp.)
Demand Registration. 1.2.1. At (a) If the Company shall receive, at any time upon after the Initial Public Offering earlier of (IPOi) the effective date of the registration statement for a Qualified IPO or (ii) October 14, 2023, a written request from the record Holder(s) of the Company and thereafter, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) a majority of the Registrable Securities shares of Preferred Stock then outstanding, including Common Stock issued on conversion of Preferred Stock, and the Company shares of Conversion Common Stock then issued outstanding, voting together (on a combined and as-if converted basis) (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses file a registration statement under the Securities Act (the “Registration Request”), then the Company shall:
(i) within 10 days of the receipt of the Registration Request, give written notice of such request to all Holders that such registration is to be effected (the “Registration Notice”); and
(ii) use its best efforts to effect as soon as practicable, and in any event within 90 days of the receipt of the Registration Request, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in the Registration Request and such additional Registrable Securities for which it has received written requests to register by such other Holders within 45 days after delivery of the Registration Notice, subject to the limitations of subsection 1.2(b).
(b) If the Company is required to use Form S-1 (or similar forms promulgated after the date hereof), the Company shall be obligated to (i) proceed with filing the registration statement only if the registration to be effected pursuant to the Registration Request has anticipated aggregate gross offering proceeds of at least $10,000,000 and (ii) prepare, file and cause to become effective, at the sole expense of the Company, no more than two (2) registration statements on Form S-1 (or similar forms promulgated after the date hereof) pursuant to Registration Requests made under this Section 1.2. Once the Company has prepared, filed and caused to become effective two (2) registrations on Form S-1, at its sole expense, it shall still be obligated to comply with this Section 1.2, but the expense of any such registration shall be borne by the Holders participating in such registration.
(c) If the Initiating Holders intend to distribute the Registrable Securities covered by such request by means of an underwriting, they shall so advise the Company as a part of their Registration Request and the Company shall include such information in the Registration Notice. The underwriter will be selected by the Company and a majority in interest of the Initiating Holders’ Registrable Securities, or . Notwithstanding any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions other provision of this Section 1.2, provided however if the underwriter advises the participating Holders in writing that marketing factors require a Demand for registration limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the United States or on any European exchange may only underwriting shall be effected after six (6) months allocated pro rata among all participating Holders according to the total amount of securities entitled to be included therein owned by such Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the consummation underwriting.
(d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 within thirty (30) days of the Company’s initial public offering Registration Request a certificate signed by the President and Chief Executive Officer of the Company stating that (i) the Company pursuant to an action approved by the Board already has a present plan to commence preparation of a registration statement, other than a Special Registration Statement, and to file the same within ninety (90) days, or (ii) in the United States good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed on or on before the date filing would be required and it is therefore essential to defer the filing of such European exchange and provided further registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than 60 days from the date of the certificate required herein; provided, however, that the aggregate anticipated offering price Company may not utilize this right more than twice in any 12-month period.
(e) In the event that the Holders of a majority of the Registrable Securities for which registration has been requested pursuant to this Section 1.2 determine for any reason not to proceed with a registration at any time before a registration statement has been declared effective by the Commission, and such registration statement, if theretofore filed with the Commission, is withdrawn with respect to the Registrable Securities covered thereby, and, unless the withdrawal is based on a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their registration request, the Holders of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated agree to bear their own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to the registration of the requested such Registrable Securities, and, if such Holders in fact so reimburse the Company, then the Holders of such Registrable Securities shall not be counted as a Demand for deemed to have exercised their right to require the purposes of Company to register Registrable Securities pursuant to this section, unless the reason for such lack of culmination was due to an action of the Initiating HoldersSection 1.2.
1.2.2. As soon as practicable after receipt of the Demand(f) In addition, the Company shall promptly give written notice not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2:
(i) during the period starting with the date of the proposed registration, qualification or compliance to all other Holdersfiling of, and shall file ending on a date 180 days after the effective date of, a registration filed in connection with the Company’s Qualified IPO of its Common Stock; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(ii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.11 below.
(g) If, at the time a Registration Request is received by the Company, the Company has already determined to proceed with the actual preparation and filing of a registration statement covering such shares and shall take all actions under its power and control to include the Securities Act in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) days after receipt of connection with the Company’s notice. Thereupon proposed offer and sale for cash of its securities, the Registration Request shall be deemed to have been given pursuant to Section 1.3 rather than this Section 1.2, and the rights and obligations of the Holders and the Company with respect to the Registration Request shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidbe governed by Section 1.3 hereof.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Intuity Medical, Inc.), Investors’ Rights Agreement (Intuity Medical, Inc.)
Demand Registration. 1.2.1. At any time upon the Initial Public Offering (IPOa) of If the Company and thereaftershall be requested in writing by the Purchaser, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of by Holders of Registrable Securities which hold an aggregate of who beneficially own at least 12.5% (twelve and one half percent) 7,000,000 Purchaser Shares, to effect a registration under the Securities Act of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) Purchaser Shares in accordance with the provisions of this Section 1.29.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, then the Company shall promptly give written notice of such proposed registration to the proposed registration, qualification or compliance to Purchaser and all other Holders, Holders and shall offer to include (subject to the terms of this Agreement) in such proposed registration any Purchaser Shares requested to be included in such proposed registration by such holders who respond in writing to the Company's notice within 15 days after delivery of such notice (which response shall specify the number of Purchaser Shares proposed to be included in such registration and the intended method of distribution, which may be pursuant to a shelf registration). Such written registration request shall specify the approximate number of Purchaser Shares requested to be registered and the anticipated per share price range for such offering. The Company shall promptly use its best efforts to effect such registration on an appropriate form under the Securities Act of the Purchaser Shares which the Company has been so requested to register; provided, however, -------- ------- that the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to file a registration statement covering pursuant to this Section 9.2 prior to the first anniversary of the Closing Date unless (x) a Person other than the Purchaser or a Holder exercises a demand registration right (in which case the Company must immediately comply with any demand made hereunder) other than the registration rights referred to in Section 6.1(f) hereof or (y) executive officers (as such term is defined in Rule 3b-7 under the Exchange Act) of the Company shall have sold an aggregate of 850,000 or more shares of Common Stock from and after the Closing Date or (z) Xxxxx Xxxxxx shall take have sold an aggregate of 600,000 or more shares of Common Stock from after the Closing Date;
(ii) the Company shall not be obligated to file more than (a) three registration statements in total pursuant to this Section 9.2 plus (b) one additional registration statement registering all actions Purchaser Shares then owned by the Purchaser, subject to paragraph (c) below;
(iii) the Company shall not be obligated to file or cause to be declared effective any registration statement during any period in which (A) any other registration statement (other than on Form S-4 or Form S-8 promulgated under its power the Securities Act or any successor forms thereto) pursuant to which Primary Shares are to be or were sold has been filed and control not withdrawn or has been declared effective within the prior 180 days, provided, that the Company shall use reasonable efforts to -------- achieve a shorter period or to have such restrictions released in less than 180 days or (B) the Company has determined in good faith that the filing of a registration statement would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, such filing to be delayed until the date which is 90 days after such request for registration pursuant to this Section 9.2; provided that the Company may only so delay the filing or -------- effectiveness of a registration statement pursuant to this Section 9.2(a)(iii)(B) on one occasion during any twelve month period;
(iv) with respect to the registration pursuant to this Section, the Company may include in such registrationregistration any Primary Shares or Other Shares; provided, qualification or compliance however, that if the managing underwriter advises the -------- ------- Company in writing that the inclusion of all Registrable Securities held by Holders who explicitly expressed their wish Purchaser Shares, Primary Shares and Other Shares proposed to participate be included in such registration within twenty would adversely affect the successful marketing (20including pricing) days after receipt of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion securities, then the number of Purchaser Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) First, the Purchaser Shares held by all Selling Investors, ----- pro rata based upon the number of Purchaser Shares owned by each such --- ---- Selling Investor at the time of such registration;
(B) Second, the Primary Shares; and ------
(b) The Person requesting a registration pursuant to this Section may, in the notice delivered pursuant to paragraph (a) above, elect that such registration cover an underwritten offering. Upon such election, such Person shall elect one or more nationally recognized firms of investment banks to act as the managing underwriters and shall select any additional investment banks to be used in connection with such offering, provided that such investment banks must be reasonably satisfactory to the Company. The Company shall, together with Selling Investors, if it proposes to sell Primary Shares in such offering, enter into a customary underwriting agreement with such underwriters.
(c) A requested registration under this Section 9.2 may be rescinded by written notice to the Company by the Selling Investors holding a majority of the Holders’ Registrable Securities as are specified Purchaser Shares to be included in such request together registration under the following circumstances:
(A) If such registration statement is rescinded prior to the filing date, such rescinded registration shall not count as a registration statement initiated pursuant to this Section 9.2 for purposes of paragraph (a) above;
(B) If such registration statement is rescinded after the filing date but prior to its effective date, such rescinded registration shall not count as a registration statement initiated pursuant to this Section 9.2 for purposes of paragraph (a) above if the Selling Investors (x) have reimbursed the Company for all out-of-pocket expenses incurred by the Company in connection with all such portion rescinded registration or (y)
(1) reasonably believed that the registration statement contained an untrue statement of Registrable Securities material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein not misleading, (2) notified the Company of any other Holders joining such fact and requested that the Company correct such alleged misstatement or omission and (3) the Company has refused to correct such alleged misstatement or omission; and
(C) A registration shall not count as a registration statement initiated pursuant to this Section for purposes of paragraph (a) above unless it becomes effective and either (i) the Selling Investors are able to sell at least 80% of the Purchaser Shares sought to be included in such request as aforesaidregistration statement or (ii) such registration statement is kept effective for at least 180 days prior to such rescission notice.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Rare Medium Group Inc), Securities Purchase Agreement (Apollo Investment Fund Iv Lp)
Demand Registration. 1.2.1. At any (a) E-Z-EM shall have the right, exercisable on multiple occasions from time upon the Initial Public Offering (IPO) of the Company and thereafter, but not more than two (2) times to time during the term of this Agreement Agreement, but together with Unregistered Demands (as defined in Section 3.1(a) below) no more frequently than once during any twelve-month period, to require the aggregateCompany to register for offer and sale under the Securities Act (a "Demand") all or a portion of the Common Stock held by the E-Z-EM Entities, for all Holderssubject to the restrictions set forth herein; provided that E-Z-EM shall not be entitled to make a Demand hereunder unless (i) the Common Stock subject to such Demand represents at least 5% of the aggregate shares of Common Stock then issued and outstanding, (ii) at least six months have passed since the completion of the IPO and (iii) at least six months have passed since the completion of the last offering pursuant to a Demand or Unregistered Demand under Section
3.1. As promptly as practicable (but in no event later than 45 days) after the Company receives from E-Z-EM a notice pursuant to this Section 2.1(a) (a "Demand Notice"), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) demanding that the Company uses its register part or all of the Common Stock held by the E-Z-EM Entities for offer and sale under the Securities Act, subject to Section 2.1(b), the Company shall (i) file with the Commission a Registration Statement relating to the offer and sale of the Applicable Securities on such form as E-Z-EM may reasonably deem appropriate and (ii) after such filing, use reasonable best efforts to register cause such Holders’ Registrable SecuritiesRegistration Statement to be declared effective under the Securities Act. Subject to Section 2.1(b), the Company shall use reasonable best efforts to keep each Registration Statement continuously effective in order to permit E-Z-EM to use the Prospectus forming a part thereof for resales of the Applicable Securities for a period ending on the earlier of (i) 120 days from the Effective Time of such Registration Statement and (ii) such time as all of such securities have been disposed of by E-Z-EM. Subject to Section 2.1(b), the Company shall use reasonable best efforts to prepare and file with the Commission such amendments, post-effective amendments and supplements to the Registration Statement as may be necessary to maintain the effectiveness of the Registration Statement for such period and to cause the Prospectus forming a part thereof (and any amendments or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”supplements thereto) to be filed pursuant to Rules 424 and 430A under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all Applicable Securities covered by such Registration Statement during the applicable period in accordance with the provisions intended method or methods of this Section 1.2distribution thereof, provided however that as specified in writing by E-Z-EM.
(b) The Company shall have the right to postpone the filing, or delay the effectiveness, of a Demand for registration in Registration Statement, or fail to keep such Registration Statement continuously effective or not amend or supplement the United States Registration Statement or on any European exchange may only be effected after six (6) months from included Prospectus, if the consummation Board of Directors of the Company’s initial Company determines in good faith that (i) based upon the advice of counsel, filing such Registration Statement or causing the Registration Statement to go effective would require disclosure of material nonpublic information concerning a planned or proposed financing, acquisition, disposition, business combination or other similar transaction or other material event involving the Company or its Subsidiaries and (ii) disclosure at such time would be adverse to the Company or its stockholders; provided that no such postponement shall exceed 90 days and there shall be no more than one such postponement in any 12-month period. Any such postponement shall terminate immediately upon public offering in disclosure by the United States Company or on such European exchange and provided further that public admission by the aggregate anticipated offering price Company of such Registrable Securities equals material nonpublic information. The Company shall advise E-Z-EM of any such determination as promptly as practicable after such determination.
(c) E-Z-EM shall have the right to withdraw any Demand at least US$4,000,000any time. A Demand, which Any such withdrawn Demand after a Registration Statement has not culminated in the registration of the requested Registrable Securities, been filed shall not still be counted as a Demand for determining the purposes number or frequency of this sectionDemands under Section 2.1(a), unless E-Z-EM shall reimburse or pay the reason for such lack of culmination was due to an action of the Initiating Holderscosts and fees incurred in connection therewith.
1.2.2. As soon as practicable after receipt of (d) In the Demandevent that any Registration pursuant to this Section 2.1 shall involve, in whole or in part, an underwritten offering, the Company lead managing underwriter (book runner) shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, be selected by E-Z-EM and shall file a registration statement covering such shares and shall take all actions under its power and control be reasonably acceptable to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) days after receipt of the Company’s notice. Thereupon , and, if the shares covered by the Registration have an aggregate value exceeding $20 million, a the Company shall take all reasonable actions under its power and control may select a co-managing underwriter reasonably acceptable to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidE-Z-EM.
Appears in 2 contracts
Samples: Corporate Agreement (Angiodynamics Inc), Corporate Agreement (Angiodynamics Inc)
Demand Registration. 1.2.1. At any time upon (a) Subject to the Initial Public Offering (IPO) conditions of this Section 2.1, if the Company and thereafter, but not more than two (2) times during shall receive a written request from the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% fifty percent (twelve and one half percent50%) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securitiesfile a registration statement on Form S-1 or Form F-1 under the Securities Act with an aggregate offering price, or any part net of Selling Expenses, in excess of $15,000,000, then the Company shall, within ten (10) days of the receipt thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with give written notice of such request to all Holders, and, subject to the provisions limitations of this Section 1.22.1, effect, as expeditiously as reasonably possible, and in any event within sixty (60) days of the receipt of such request, make an initial filing with the SEC of a registration statement under the Securities Act (or, if eligible, a draft registration statement) of all Registrable Securities that all Holders request to be registered.
(b) The Company shall not be required to effect a registration pursuant to this Section 2.1:
(i) prior to the 181st day following the effective date of the registration statement pertaining to the Initial Offering;
(ii) after the Company has effected two (2) registrations pursuant to this Section 2.1, and such registrations have been declared or ordered effective;
(iii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date ninety (90) days following the effective date of the registration statement pertaining to a Company-initiated public offering, other than pursuant to a Special Registration Statement; provided however that the Company makes reasonable good faith efforts to cause such registration statement to become effective;
(iv) if within thirty (30) days of receipt of a Demand for registration in written request from Initiating Holders pursuant to Section 2.2(a), the United States or on any European exchange may only be effected after six (6) months from Company gives notice to the consummation Holders of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due intention to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, the Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering such shares for a public offering, other than pursuant to a Special Registration Statement within sixty (60) days from the date of the initial request from the Initiating Holders;
(v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the Company and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in shareholders for such registration within twenty statement to be effected at such time because such action would (20a) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (b) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (c) render the Company unable to comply with requirements under the Securities Act or Exchange Act, in which event the Company shall have the right to defer such filing for a period of not more than forty-five (45) days after receipt of the Company’s notice. Thereupon request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, and provided further that the Company shall take all reasonable actions under not register any securities for its power and control own account or that of any other stockholder during such forty-five (45) day period other than pursuant to effect such registration as required and as would permit and facilitate a Special Registration Statement; or
(vi) if the sale and distribution initiating Holders propose to dispose of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion shares of Registrable Securities that may be immediately registered on Form S-3 or Form F-3 pursuant to a request made pursuant to Section 2.3 below. A registration shall not be counted as “effected” for purposes of any other Holders joining in this Subsection 2.1(b) until such request time as aforesaidthe applicable registration statement has been declared effective by the SEC.
Appears in 2 contracts
Samples: Registration Rights Agreement (Achilles Therapeutics PLC), Registration Rights Agreement (Achilles Therapeutics LTD)
Demand Registration. 1.2.1. At (a) If at any time upon after the Initial Public Offering earlier of (IPOi) of three (3) years after the Company and thereafter, but not more than two (2) times during the term date of this Agreement or (in ii) one hundred eighty (180) days after the aggregateeffective date of the registration statement for the IPO, for all Holders), any Holder or group of the Company receives a request from Holders of Registrable Securities which hold an aggregate of at least 12.5% holding forty percent (twelve and one half percent40%) of the Registrable Securities of then outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then issued outstanding if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Initiating Holders”), may request in writing (a “DemandDemand Notice”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of all Holders other than the Initiating Holders.
1.2.2. As ; and (y) as soon as practicable practicable, and in any event within sixty (60) days after receipt of the Demanddate such request is given by the Initiating Holders, file a Form S-1 registration statement under the Company shall promptly give written notice of Securities Act covering all Registrable Securities that the proposed registration, qualification or compliance Initiating Holders requested to all be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, and shall file a registration statement covering as specified by notice given by each such shares and shall take all actions under its power and control Holder to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 4.2(c) and 4.4.
(b) If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least twenty percent (20%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $1 million, then the Company shall (i) within ten (10) days after receipt the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 4.2(c) and 4.4.
(c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Subsection 4.2 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s notice. Thereupon Board it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the 1933 Act or 1934 Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than twice in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than an Excluded Registration.
(d) The Company shall not be obligated to effect, or to take all any action to effect, any registration pursuant to Subsection 4.2(a): (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable actions under its power and control efforts to effect cause such registration as required and as would permit and facilitate statement to become effective; (ii) after the sale and distribution Company has effected two registrations pursuant to Subsection 4.2(a); or (iii) if the Initiating Holders propose to dispose of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Subsection 4.2(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 4.2(b): (i) during the period that is thirty (30) days before the Company’s good faith estimate of any other the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company has effected two registrations pursuant to Subsection 4.2(b) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Subsection 4.2(d) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders joining withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.6, in which case such request withdrawn registration statement shall be counted as aforesaid“effected” for purposes of this Subsection 4.2(d).
Appears in 2 contracts
Samples: Investor Rights Agreement (Clearside Biomedical, Inc.), Investor Rights Agreement (Clearside Biomedical, Inc.)
Demand Registration. 1.2.1. At any time upon following the Initial Public Offering (IPO) second anniversary of the Company and thereafterClosing Date, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request if Quest Diagnostics shall notify TriPath in writing (a “Demand”) that the Company uses its best efforts it intends to register such Holders’ Registrable Securities, offer or cause to be offered any part thereof, Warrant Shares for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) public sales in accordance with Section 4.2 hereof, TriPath shall, promptly following such notice, use its commercially reasonable efforts to effect the provisions registration of such Warrant Shares on a Registration Statement (as defined in Section 4.1.10 below) on Form S-1 or, if TriPath then meets the eligibility requirements for the use of Form S-3 for the registration of securities in a transaction involving secondary offerings, Form S-3 (or any successor form of Registration Statement promulgated by the SEC that would cover the resale of the Warrant Shares), covering the resale of the Warrant Shares proposed to be offered by Quest Diagnostics; provided, however, that, the reasonably anticipated aggregate price to the public for all Warrant Shares proposed to be sold in such public offering would exceed $1,000,000; and provided further, however, that TriPath shall not be required to effect more than one registration pursuant to this Section 1.24.1.1 in any twelve (12) month period. If at the time of any request to register Warrant Shares pursuant to this Section 4.1.1, provided however that TriPath is engaged or has fixed plans to engage within thirty (30) days of the time of the request in a Demand for registration registered public offering as to which Quest Diagnostics may include Warrant Shares pursuant to Section 4.1.2 or is engaged in any other activity which, in the United States or on any European exchange good faith determination of TriPath's Board of Directors, would be adversely affected by the requested registration to the material detriment of TriPath, then TriPath may only at its option direct that such request be effected after delayed for a period not in excess of six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price effective date of such Registrable Securities equals at least US$4,000,000offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by TriPath not more than once in any one (1) year period. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted Any notification by Quest Diagnostics under this Section 4.1.1 is hereinafter referred to as a "Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating HoldersRequest.
1.2.2. As soon as practicable after receipt of the Demand, the Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) days after receipt of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaid."
Appears in 2 contracts
Samples: Warrant Purchase Agreement (Tripath Imaging Inc), Warrant Purchase Agreement (Tripath Imaging Inc)
Demand Registration. 1.2.1. At any time upon (a) From and after the Initial Public Offering (IPO) second anniversary of the Company and thereafterClosing Date, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.550% (twelve and one half percent) of the Registrable Securities of the Company then issued outstanding Transfer Restricted Securities, subject to Section 3(e) below, (the “Initiating Holders”)"INITIATING HOLDERS") may request, may request in writing (a “Demand”) that writing, registration under the Company uses its best efforts to register such Holders’ Registrable Securities Act of all or part of their Transfer Restricted Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable Within 10 days after receipt of the Demandany such request, the Company shall promptly will give written notice of the proposed registration, qualification or compliance such request to all other HoldersHolders of Transfer Restricted Securities ("OTHER HOLDERS"). Thereafter, the Company will use all commercially reasonable efforts to effect the registration on an appropriate form under the Securities Act and shall file a registration statement covering such shares and shall take all actions under its power and control to will include in such registration, qualification or compliance subject to Section 3(e) below, all Registrable Transfer Restricted Securities held by the Initiating Holders who explicitly expressed their wish and Other Holders with respect to participate in such registration which the Company has received written requests for inclusion therein within twenty (20) 15 days after the receipt of the Company’s 's notice. Thereupon All registrations initiated by an Initiating Holder pursuant to this Section 3(a) are referred to herein as "DEMAND REGISTRATIONS." Notwithstanding anything herein to the contrary, the Company need not effect any requested Demand Registration unless the expected gross proceeds of such registration exceed $15,000,000.
(b) Notwithstanding anything in Section 3(a) above to the contrary, the Company shall not be obligated to take any action to effect any such registration pursuant to Section 3(a) above:
(i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(ii) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on one hundred twenty (120) days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable actions under its power and control effects to effect cause such registration statement to become effective;
(iii) After the Company has effected two (2) such registrations pursuant to Section 3(a), and such registrations have been declared or ordered effective;
(iv) If the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its commercially reasonable efforts to comply under Section 3(a) shall be deferred for a period not to exceed one hundred eighty (180) days from the date of receipt of written request from an Initiating Holder; provided that the Company may not exercise this deferral right more than once per twelve (12) month period.
(c) A registration requested pursuant to Section 3(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective by the Commission, (ii) if after it has become effective, such registration is interfered with by any stop order, injunction or the order or requirement of the Commission or other governmental agency or court for any reason, and, as required and as would permit and facilitate a result thereof, the sale and Transfer Restricted Securities covered thereby have not been sold or (iii) the registration statement does not remain effective for a period expiring the earlier of 90 days after the effective date thereof or the completion of the distribution of all the Transfer Restricted Securities included in such portion registration statement. The Holders of the Holders’ Registrable Transfer Restricted Securities shall be permitted to withdraw all or any part of the Transfer Restricted Securities from a Demand Registration at any time prior to the effective date of such Demand Registration; provided that in the event of, and concurrently with such withdrawal, the Holders responsible for such Demand Registration shall either (i) pay or reimburse the Company for all fees and expenses (including counsel fees and expense) incurred by them and the Company prior to such withdrawal or (ii) agree to forfeit one of its Demand Registration rights hereunder.
(d) In the event that a registration pursuant to Section 3(a) is for a registered public offering involving an underwriting, the Company shall so advise the Holders as are specified part of the notice given pursuant to Section 3(a). In such event, the right of any Holder to registration pursuant to Section 3(a) shall be conditioned upon such Holder's participation in the underwriting arrangements required by this Section 3, and the inclusion of such request Holder's Transfer Restricted Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such portion underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Initiating Holder, but subject to the Company's reasonable approval.
(e) If the Company includes in any underwritten Demand Registration any securities which are not Transfer Restricted Securities and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Transfer Restricted Securities proposed to be included exceeds the number of Transfer Restricted Securities and other securities which can be sold in such offering, the Company will include in such registration (i) first, the Transfer Restricted Securities requested to be included which, in the opinion of such underwriters, can be sold, by the Initiating Holders initiating the Demand Registration, (ii) second, the Transfer Restricted Securities proposed to be included in such registration by the Other Holders exercising their registration rights hereunder, pro rata based upon the total number of Transfer Restricted Securities which such Other Holders propose to include in such registration and (iii) third, the securities proposed to be included in such registration by any other Holders joining in such request holders as aforesaiddetermined by the Company and the managing underwriters.
Appears in 2 contracts
Samples: Purchase Agreement (Citigroup Inc), Registration Rights Agreement (Citigroup Inc)
Demand Registration. 1.2.1. At (a) If at any time upon after the Initial Public Offering earlier of (IPOi) October 2, 2018 or (ii) six (6) months after the effective date of the registration statement for the IPO, the Company and thereafter, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of receives a request from Holders of Registrable Securities which hold an aggregate of at least 12.5% fifty percent (twelve and one half percent50%) of the Registrable Securities consisting of the Company Series B Units (or any security issuable upon conversion of, or in exchange for, Series B Units) then issued (the “Initiating Holders”), may request in writing (a “Demand”) outstanding that the Company uses its best efforts file a Form S-1 registration statement with respect to register such Holders’ the Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2Securities then outstanding, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the anticipated aggregate anticipated offering price price, net of such Registrable Securities equals at least US$4,000,000. A DemandSelling Expenses, which has not culminated in the registration of the requested Registrable Securitieswould exceed $30 million, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, then the Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration (i) within twenty (20) days after receipt the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within ninety (90) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsection 2.1(d) and Subsection 2.3.
(b) If at any time after the effective date of the registration statement for the IPO, the Company receives a request from Holders of fifty percent (50%) of the Registrable Securities (or any security issuable upon conversion of, or in exchange for the Registrable Securities) then outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding, provided that the anticipated aggregate offering price, net of Selling Expenses, would exceed $30 million, then the Company shall (i) within twenty (20) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within ninety (90) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsection 2.1(d) and Subsection 2.3.
(c) If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least five percent (5%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $10 million, then the Company shall (i) within twenty (20) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsection 2.1(d) and Subsection 2.3.
(d) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Subsection 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s notice. Thereupon Board of Directors it would be materially detrimental to the Company and its equity holders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other equity holder during such ninety (90) day period other than an Excluded Registration.
(e) The Company shall not be obligated to effect, or to take all any action to effect, any registration pursuant to Subsection 2.1(a) (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable actions under its power and control efforts to effect cause such registration as required and as would permit and facilitate statement to become effective; (ii) after the sale and distribution of all such portion of Company has effected one registration pursuant to Subsection 2.1(a); (iii) if the Holders’ Registrable Securities as are specified in such request together with all such portion Initiating Holders propose to dispose of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Subsection 2.1(c); or (iv) if the Initiating Holders have initiated a demand registration pursuant to Subsection 2.1(b), during the period commencing on the date such Initiating Holders have given a Demand Notice and ending on the date that is one hundred eighty (180) days after the effective date of the registration statement filed in respect of such Demand Notice. The Company shall not be obligated to effect, or to take any other action to effect, any registration pursuant to Subsection 2.1(b) (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company has effected one registration pursuant to Subsection 2.1(b) within the twelve (12) month period immediate preceding the date of such request; or (iii) if the Initiating Holders joining propose to dispose of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Subsection 2.1(c) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(c) (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company has effected two registrations pursuant to Subsection 2.1(c) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(e) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.6, in which case such withdrawn registration statement shall be counted as aforesaid“effected” for purposes of this Subsection 2.1(e).
Appears in 2 contracts
Samples: Registration Rights Agreement (Nant Health, LLC), Registration Rights Agreement (Nant Health, LLC)
Demand Registration. 1.2.1. At a. Timing of Demand Registration ----------------------------- The Holders of no fewer than 35% of the shares (as adjusted for any time upon the Initial Public Offering (IPOstock split, reverse stock split, stock dividend or similar transaction) of the Company and thereafter, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company then issued (the “Initiating Holders”), Restricted Stock may request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with file a registration statement under the provisions Securities Act covering shares of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the Restricted Stock having an anticipated aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000$2,500,000 that are then Transfer Restricted Securities at any time before the seventh anniversary of the date of this Agreement. A Demand, which has not culminated If the Company is requested to effect a Registration and the Company furnishes to the Holders of Restricted Stock requesting such Registration a copy of a resolution of the Board certified by the Secretary of the Company stating that in the registration good faith judgment of the requested Registrable Securities, shall not Board it would be counted as a Demand for seriously detrimental to the purposes of this section, unless the reason Company or its shareholders for such lack Registration Statement to be filed on or before the date such filing would otherwise be required hereunder, the Company shall have the right to defer such filing for a period of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable not more than 135 days after receipt of the Demandrequest for such Registration from the Holder or Holders of Restricted Stock requesting such Registration; provided that during such time the Company may not file a registration statement other than on Form S-8 for securities to be issued and sold for its own account or that of anyone other than the Holder or Holders of Restricted Stock requesting such Registration; provided, further, that the Company may not exercise such right more than once in any twelve-month period. Notwithstanding the foregoing, if the reasons for deferring such filing should expire within such 135-day period, the Company shall promptly give written notice notify the requesting Holders of the proposed registration, qualification or compliance to all other Holders, such fact and shall file a registration statement covering such shares and shall take all actions under its power and control to include Registration Statement as expeditiously as possible, but in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) no event later than 135 days after the receipt of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect request for such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidRegistration.
Appears in 2 contracts
Samples: Registration Rights Agreement (Moore Capital Management Inc /New), Registration Rights Agreement (Digital Sound Corp)
Demand Registration. 1.2.1. At If at any time upon the Initial Public Offering (IPO) of the Company and thereafter, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) commencing ten months from the consummation ------------------- date of the Company’s 's initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the DemandForm SB-2, the Company shall receive from holders of at least 50% of the shares of Shareholder Common Stock held by Shareholders other than Dr. Edmund Sun, a written request that the Company effect any registration of Shareholder Common Stock, the Company will:
(a) promptly give written notice of the proposed registration, qualification or compliance registration to all other Holders, and shall Shareholders; and
(b) file a registration statement covering (on Form S-3 or any successor form or on Form S-1 if Form S-3 is not then available) with the SEC within 75 days after the initiating Shareholders request and use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as would permit or facilitate the sale and distribution of such shares and of Shareholder Common Stock as are specified in such request, together with all Shareholder Common Stock of any Shareholders joining in such request as are specified in a written request received by the Company within 30 days after receipt of such written notice from the Company; Provided, however that the Company shall not be obligated to take all actions under its power and control any action to include in effect any such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish pursuant to participate this Section 3.1:
(i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(ii) If, at such time as a request for registration within twenty (20) days after receipt of the Company’s notice. Thereupon pursuant to this Section 3.1 is pending, the Company shall take all reasonable actions under its power and control to effect has already effected one such registration as required pursuant to this Section 3.1, and as would permit such registration has been declared or ordered effective; or
(iii) During the period starting with the date 60 days prior to the filing of, and facilitate ending on a date three months following the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request together effective date of, a registration statement (other than with all such portion of Registrable Securities of respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other Holders joining in such request as aforesaidregistration which is not appropriate for the registration of Shareholder Common Stock).
Appears in 2 contracts
Samples: Registration Rights Agreement (Digital Video Systems Inc), Registration Rights Agreement (Digital Video Systems Inc)
Demand Registration. 1.2.1. At any time upon the Initial Public Offering (IPO) of the Company and thereafter, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of If Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) a Majority of the Registrable Securities of the Company then issued Shares (the “Initiating Requesting Holders”), may ) request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ effect a registration under the Securities Act of Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the DemandShares, the Company shall promptly give written notice of use its best efforts to effect the proposed registration, qualification or compliance registration in accordance with the following provisions:
a) The Company shall not be obligated to all other Holders, file and shall file cause to become effective (i) more than two registration statements in connection with firm commitment underwritten public offerings pursuant to which the Registrable Shares requested to be included in a registration statement covering such shares have been sold as contemplated by that registration statement, (ii) any registration statement other than (A) a registration statement referred to in the preceding clause (i) or (B) up to one shelf registration statement on Form S-3 (or a successor form) in any 12-month period that is not in connection with a firm commitment underwritten public offering, or (iii) any registration statement during any period in which any other registration statement (other than on Form S-4 or S-8 under the Securities Act, or any successor forms) pursuant to which Primary Shares are to be or were sold in a firm commitment underwritten public offering has been filed and shall take all actions under its power and control not withdrawn, or has been declared effective within the prior 90 days.
b) The Company may, on one occasion only, delay the filing or effectiveness of any registration statement for a period of up to 90 days after the date of a request for registration pursuant to this section 1, if, at the time of the request, (i) the Company is engaged, or plans to engage within 90 days after the date of the request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to section 2, or (ii) a Material Transaction exists.
c) The Company may include in such any registration pursuant to this section 1 any Registrable Shares not held by the Requesting Holders, any Primary Shares, or any Other Shares; provided, however, that, if the registration relates to a firm commitment public offering and the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares, and Other Shares proposed to be included in the registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in the registration, qualification or compliance all the number of Registrable Securities held Shares, Primary Shares, and Other Shares proposed to be included in the registration shall be included in the following order: first, the Registrable Shares of the Requesting Holders; second, other Registrable Shares (or, if necessary, pro rata among the Holders of the other Registrable Shares, based upon the number of other Registrable Shares requested to be included by each such Holder); third, the Primary Shares; and fourth, the Other Shares (or, if necessary, pro rata among the holders of the Other Shares, based upon the number of Other Shares requested to be included by each such holder).
d) The Requesting Holders who explicitly expressed their wish shall have the right to participate in such registration within twenty (20) days after receipt designate the managing underwriter of the offering, subject to the consent of the Company’s notice. Thereupon , which consent shall not be unreasonably withheld.
e) At any time before the registration statement covering Registrable Shares becomes effective, the Requesting Holders may request that the Company withdraw or not file the registration statement. In that event, if the request of withdrawal shall take all reasonable actions under its power and control to not have been caused by, or made in response to, the material adverse effect such registration as required and as would permit and facilitate of an event on the sale and distribution of all such portion business, properties, condition, financial or otherwise, or operations of the Holders’ Company, the Holders shall be deemed to have used one of the demand registration rights under this section 1, unless the Holders agree to reimburse the Company for the Company’s reasonable, out-of-pocket expenses in connection with the registration through the date of the request. A registration referred to in section 1(a)(i) shall not count as a registration statement referred to in section 1(a)(i), unless it becomes effective and the Requesting Holders are able to sell at least 80% of their Registrable Securities as are specified Shares requested to be included in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidthe registration statement.
Appears in 1 contract
Samples: Registration Rights Agreement (Comcam International Inc)
Demand Registration. 1.2.1. At any time upon the Initial Public Offering (IPOa) of If the Company and thereafter, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of receives a request from Holders of Registrable Securities which hold an aggregate of at least 12.5% thirty percent (twelve and one half percent30%) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) outstanding that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, the Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $5.0 million, then the Company shall (i) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a registration statement on Form S-3 or, if Form S-3 is unavailable to the Company, on Form S-1, under the Securities Act covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish requested to participate be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after receipt of the date the Demand Notice is given, and in each case, subject to the limitations of Subsection 2.1(b) and Subsection 2.3.
(b) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Subsection 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s notice. Thereupon Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period.
(c) The Company shall not be obligated to effect, or to take all any action to effect, any registration pursuant to Subsection 2.1(a) (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable actions under its power and control efforts to effect cause such registration statement to become effective; or (ii) if the Company has effected two registrations pursuant to Subsection 2.1(a) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(c) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.1(c).
(d) If the Initiating Holders so request, the Company shall:
(i) file an “evergreen” shelf registration statement on Form S-3 (or, in the event Form S-3 is unavailable to the Company, Form S-1) pursuant to Rule 415 under the Securities Act (or any successor provisions), providing for an offering to be made on a continuous basis of the Registrable Securities (the “Shelf Registration”), with the Company to use reasonable best efforts to make such filing on or before the date 45 days after the date such request is given;
(ii) use reasonable best efforts to cause the Shelf Registration to become effective as soon as practicable after such filing;
(iii) use commercially reasonable efforts to maintain in effect, supplement and amend, if necessary, the Shelf Registration, as required and as would permit and facilitate by the sale and distribution of all instructions applicable to such portion registration form or by the Securities Act;
(iv) furnish, upon request, to the holders of the Holders’ Registrable Securities as are specified to which the Shelf Registration relates copies of any supplement or amendment to such Shelf Registration prior to such supplement or amendment being used and/or filed with the SEC; and
(v) pay all Registration Expenses in such request together connection with all such portion the Shelf Registration, whether or not it becomes effective, and whether all, some or none of the Registrable Securities to which it relates are sold pursuant to it.
(e) If at any time before the third anniversary of the effectiveness of the Shelf Registration, the Shelf Registration ceases to be effective, the Company shall use commercially reasonable efforts to file and use its commercially reasonable efforts to cause to become effective a new “evergreen” shelf registration statement providing for an offering to be made on a continuous basis of the Registrable Securities by the Holders. Such shelf registration statement shall be filed on Form S-3 or, if Form S-3 is unavailable to the Company, on Form S-1.
(f) If, after the Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its commercially reasonable efforts to prevent the issuance of any other Holders joining in stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such request as aforesaidorder is issued, to obtain the withdrawal of any such order at the earliest possible moment.
Appears in 1 contract
Demand Registration. 1.2.1. At (a) On any time upon date after the Initial Public Offering (IPO) one-year anniversary of the Company and thereafterdate hereof, but not more than two (2) times during if the term of this Agreement (Executive shall in writing state that she desires to sell Registrable Securities in the aggregatepublic securities markets and requests the Company to effect the registration under the Securities Act of Registrable Securities, for all Holders), any Holder or group the Company shall promptly use its best efforts to effect the registration under the Securities Act of Holders of the Registrable Securities which hold an aggregate the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary ------------ notwithstanding, the Company shall not be obligated to effect any registration under the Securities Act pursuant to Section 2(a) except in accordance with the ------------ following provisions:
(i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to this Section 2, or (B) any Registration --------- Statement during any period in which any other Registration Statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which shares of Common Stock are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days.
(ii) The Company may delay the filing or effectiveness of any Registration Statement for a period of up to 120 days after the date of a request for registration pursuant to this Section 2, if at least 12.5% the time of such --------- request (twelve i) the Company is engaged, or has fixed plans to engage within 120 days of the time of such request, in a firm commitment underwritten public offering of shares of Common Stock in which the Executive may include Registrable Securities pursuant to Section 3; or (ii) the Company --------- reasonably determines that such registration and one half percentoffering would interfere with any material transaction involving the Company, as approved by the Board of Directors or would be seriously detrimental to the Company; provided, however, that the Company may only delay the filing or -------- ------- effectiveness of a Registration Statement pursuant to this Section 2(b) for ------------ a total of 180 days after the date of a request for registration; and provided, further, that any such deferred filing shall not count as a -------- ------- request pursuant to this Section 2 if the Executive rescinds such request --------- prior to the expiration of the deferral period.
(iii) With respect to any registration pursuant to this Section ------- 2, the Company may include in such registration any shares of Common Stock; - provided, however, that if the managing underwriter advises the Company -------- ------- that the inclusion of all Registrable Securities and/or other shares of Common Stock proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses its best efforts proposed to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, the Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include included in such registration, qualification or compliance all then the number of Registrable Securities held by Holders who explicitly expressed their wish and/or other shares of Common Stock proposed to participate be included in such registration within twenty shall be included in the following order:
(20A) days first, the Registrable Securities requested to be ----- included in such registration;
(B) second, the shares of Common Stock the Company proposes ------ to register; and
(C) third, any other shares of Common Stock held by holders ----- who are entitled to registration rights.
(c) At any time after receipt filing but before the Registration Statement covering Registrable Securities becomes effective, the Executive may request the Company to withdraw or not to file the Registration Statement. In that event, if such request of withdrawal shall not have been caused by, or made in response to, (i) the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company’s notice. Thereupon Company or (ii) a material adverse change in the financial markets, the Executive shall have used her demand registration right under this Section 2 and the Company shall take all reasonable actions under its power and control no --------- longer be obligated to effect register Registrable Shares pursuant to the exercise of such one registration as required and as would permit and facilitate right pursuant to this Section 2 unless the sale and distribution Executive --------- shall pay to the Company the expenses incurred by the Company through the date of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidrequest.
Appears in 1 contract
Samples: Executive Subscription Agreement (Moore Medical Corp)
Demand Registration. 1.2.1. At any time upon (a) Commencing six (6) months following the Initial Public Offering (IPO) consummation of the Company and thereafter, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders)Merger, any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% holding, in the aggregate, thirty-five percent (twelve and one half percent35%) or more of the Registrable Securities of the Company then issued and outstanding (the “Initiating HoldersOutstanding Amount”) shall have the right, by written notice given to the Company (a “Demand Notice”), may to request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) under and in accordance with the provisions of this Section 1.2, provided however that the Securities Act all or any portion of the Registrable Securities designated by such Holder(s). Each request for a Demand for registration Registration shall be in writing and shall specify the United States or approximate aggregate number of Registrable Securities requested to be registered (which aggregate number of Registrable Securities must have a value equal to at least $10,000,000 based on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering closing price of such Registrable Securities equals at least US$4,000,000. A Demandsecurities on the last trading day prior to the date of such request or, which has not culminated in the registration case no closing price is available, at the anticipated price offered to the public and the intended method of distribution. In no event shall the requested Registrable Securities, shall not Company be counted as obligated to effectuate more than two (2) Demand Registrations nor more than one (1) in any twelve month period.
(b) Upon receipt of a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the DemandNotice, the Company shall promptly give written notice (and in any event within ten (10) Business Days from the date of the proposed registrationreceipt of such Demand Notice), qualification or compliance to notify all other Holders, if any, of the receipt of such Demand Notice and shall file a registration statement covering such shares and shall take all actions under its power and control allow them the opportunity to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed them in the proposed registration by submitting their wish to participate own Demand Notice. In connection with any Demand Registration in which more than one Holder participates, in the event that such Demand Registration, including any Shelf Takedown thereunder, involves an underwritten offering and the managing underwriter or underwriters participating in such registration offering advise in writing the Holders of Registrable Securities to be included in such offering that the total number of Registrable Securities to be included in such offering exceeds the amount that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the Registrable Securities to be sold), then the Registrable Securities to be offered shall be distributed amongst the participating Holders according to each Holder’s overall percentage of ownership in the Company. In the event of such a pro-rata distribution, to the extent that any Holder (or Holders) has not submitted a Demand Notice, or withdraws from the underwriting, then those Registrable Securities that would have been allocated pro-rata to the non-participating Holder if they had participated shall be distributed amongst the participating Holders, pro rata according to each participating Holder’s overall percentage of ownership in the Company.
(c) The Company, within twenty sixty (2060) days after receipt of the Company’s notice. Thereupon date on which the Company receives a Demand Notice given by Holders in accordance with Section 3(a), shall file with the SEC, and the Company shall take thereafter use its reasonable best efforts to cause to be declared effective as promptly as practicable, a Registration Statement on the appropriate form for the registration and sale, in accordance with the intended method or methods of distribution, of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration”). Any Demand Registration may, at the request of the Holders submitting the Demand Notice, be a Shelf Registration to the extent the Company is eligible to use the relevant form for a Shelf Registration.
(d) The Company shall use its commercially reasonable efforts to keep each Registration Statement filed pursuant to this Section 3 continuously effective and usable for the resale of the Registrable Securities covered thereby (i) in the case of a Registration that is not a Shelf Registration, for a period of one hundred twenty (120) days from the date on which the SEC declares such Registration Statement effective and (ii) in the case of a Shelf Registration, for a period of three (3) years from the date on which the SEC declares such Registration Statement effective, or, in either case (x) until such earlier date as all of the Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement, and (y) as such period may be extended pursuant to this Section 3. The time period for which the Company is required to maintain the effectiveness of any Registration Statement shall be extended by the aggregate number of days of all Delay Periods and all Interruption Periods occurring with respect to such Registration and such period and any extension thereof is hereinafter referred to as the “Effectiveness Period”. If any Registrable Securities remain issued and outstanding after thirty (30) full months following the initial effective date of a Shelf Registration filed pursuant to this Section 3, upon the request of Holder(s) of at least ten percent (10%) of the Registrable Securities then issued and outstanding, the Company shall, within thirty (30) days of such request, file a new Shelf Registration and shall thereafter use its reasonable actions best efforts to cause to be declared effective as promptly as practical, such new Shelf Registration; any such new Shelf Registration shall not be deemed a new Demand Registration for purposes of the limitation set forth in the final sentence of Section 3(a).
(e) The Company shall be entitled to postpone the filing of any Registration Statement otherwise required to be prepared and filed by the Company pursuant to this Section 3, or suspend the use of any effective Registration Statement under its power and control to effect such this Section 3, for a reasonable period of time, if the Board of Directors of the Company determines in the Board of Directors’ reasonable good faith judgment that the registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities covered or to be covered by such Registration Statement would (i) materially interfere with any pending material financing, acquisition, disposition, or corporate reorganization involving the Company or any of its subsidiaries, taken as are specified in a whole, (ii) require premature disclosure thereof, or (iii) be seriously detrimental to the Company and its shareholders, which such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaid.determination
Appears in 1 contract
Samples: Registration Rights and Lock Up Agreement (Stratasys Ltd.)
Demand Registration. 1.2.1. At If the Company shall receive, at any time upon after the Initial Public Offering earlier of December 31, 2002 or one hundred eighty (180) days following the effective date of a Qualified IPO, from Initiating Holders a written request that the Company effect any registration with respect to all or at least twenty-five percent (25%) of the Company issued and thereafter, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of outstanding Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company then issued (the “Initiating held by Holders”), may request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, the Company shall shall: promptly give written notice of the proposed registration, qualification or compliance registration to all other Holders; and as soon as practicable use its best efforts to register (including, without limitation, the execution of an undertaking to file post-effective amendments and any other governmental requirements) all Registrable Securities which the Initiating Holders request to be registered; provided, that the Company shall not be obligated to file a registration statement pursuant to this Section 5.2: in any particular state in which the Company would be required to execute a general consent to service of process in effecting such registration; within one hundred eighty (180) days following the effective date of any registered offering of the Company's securities to the general public in which the Holders of Registrable Securities shall have been able effectively to register all Registrable Securities as to which registration shall have been requested; in any registration having an aggregate offering price (before deduction of underwriting discounts and expenses of sale) of less than $5,000,000; after the Company has effected two such registrations by the Investors and two such Registrations by the Founders pursuant to this Section 5.2 and such registrations have been declared or ordered effective, except as provided in Section 5.3; or during the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 5.3 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective; and provided further that the Company may not rely on this Section 5.2(a)(ii)(E) more than once during the term of this Agreement to not register Registrable Securities pursuant to a request made by Initiating Holders pursuant to this Section 5.2. Subject to the foregoing clauses (A) through (E), the Company shall file a registration statement covering such shares the Registrable Securities so requested to be registered as soon as practical, but in any event within sixty (60) days after receipt of the request or requests of the Initiating Holders and shall take all actions under its power and control use reasonable best efforts to include in have such registration, qualification registration statement promptly declared effective by the Commission whether or compliance not all Registrable Securities held requested to be registered can be included; provided, however, that if the Company shall furnish to such Holders a certificate signed by Holders who explicitly expressed their wish the President of the Company stating that in the good-faith judgment of the Board of Directors it would be seriously detrimental to participate in the Company and its Stockholders for such registration statement to be filed within such sixty (60) day period and it is therefore essential to defer the filing of such registration statement, the Company shall have an additional period of not more than 60 days after the expiration of the initial sixty (60) day period within which to file such registration statement; provided, that during such time the Company may not file a registration statement for securities to be issued and sold for its own account except as contemplated by Section 5.2(a)(ii)(E) above. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request. In such event, if so requested in writing by the Company, the Initiating Holders shall negotiate with an underwriter selected by the Company with regard to the underwriting of such requested registration; provided, however, that if a majority in interest of the Initiating Holders have not agreed with such underwriter as to the terms and conditions of such underwriting within twenty (20) days after receipt following commencement of such negotiations, a majority in interest of the Company’s noticeInitiating Holders may select an underwriter of their choice. Thereupon The right of any Holder to registration pursuant to Section 5.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 5, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, the Company shall take so advise all reasonable actions under its power Holders, and control to effect such registration as required and as would permit and facilitate the sale and distribution number of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion shares of Registrable Securities that may be included in the registration and underwriting may be reduced up to an amount that is not less than twenty-five percent (25%) of all the securities included in such registration and the Registrable Securities to be included shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders; provided, however, that securities to be included in such registration statement as a result of piggyback registration rights not contained in this Article V as well as any securities to be offered by the Company, its officers and employees shall be excluded from the registration statement prior to the exclusion of any Registrable Securities held by the Holders and further provided that no Registrable Securities held by Holders other than the Founders shall be reduced if any Registrable Securities held by the Founders are included in the registration. If any Holder disapproves of the terms of the underwriting, he may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. If, by the withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other Holders joining may be included in such request registration (up to the limit imposed by the underwriters) the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used in determining the limitation as aforesaidset forth above. Any Registrable Securities which are excluded from the underwriting by reason of the underwriter's marketing limitation or withdrawn from such underwriting shall be withdrawn from such registration.
Appears in 1 contract
Demand Registration. 1.2.1. (a) At any time upon after the Initial Public Offering (IPOearlier of November 24, 2002 or the date on which the Company becomes subject to Section 13 or Section 15(d) of the Company Exchange Act, (A) the Majority Series A Holders and thereafter, but not more than two (2B) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Series C Holders of Registrable Securities which hold an aggregate of holding at least 12.5% thirty percent (twelve and one half percent30%) of the Registrable Securities held by Series C Holders as of such time may each request the Company to register under the Securities Act all or any portion of the Registrable Securities held by such requesting Holders in the manner specified in such request, and upon receipt of such request the Company shall promptly deliver notice of such request to all Series A Holders and Series C Holders, who shall then issued have twenty (20) days to notify the “Initiating Holders”), may request Company in writing (a “Demand”) that the of their desire to be included in such registration. The Company uses will use its best efforts to register expeditiously effect the registration of all Registrable Securities that Series A Holders and Series C Holders request to be included in such Holders’ Registrable Securitiesregistration under the Securities Act, or any part thereof, but only to the extent provided for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the following provisions of this Agreement; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 1.22(a) more than one (1) time for the Series A Holders and one (1) time for the Series C Holders; and provided further, provided however however, that the Company shall not be required to effect registration pursuant to a Demand for request under this Section 2 unless the reasonably anticipated aggregate price to the public of such public offering would exceed $5,000,000. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within 180 days after the effective date of a registration in statement filed by the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial Company covering a firm commitment underwritten public offering in which the United States holders of Registrable Securities shall have been entitled to join pursuant to Section 3 or on 10 and in which there shall have been effectively registered all Registrable Securities as to which registration shall have been requested. Neither the Company nor any Person that is not a Series A Holder or Series C Holder shall participate in any registration requested pursuant to this Section 2 unless the Majority Series A Holders (if Series A Holders are participating in such European exchange registration) and provided further the Majority Series C Holders (if Series C Holders are participating in such registration) otherwise agree.
(b) Whenever a requested registration pursuant to Section 2(a) is for an underwritten offering, only Registrable Securities which are to be included in the underwriting may be included in the registration. If the managing underwriter of such offering determines in good faith that the aggregate anticipated offering price number of Registrable Securities so included which are to be sold by the holders of the Registrable Securities should be limited due to market conditions, then the Series A Holders and Series C Holders participating in such underwriting and registration shall share pro rata in the number of such Registrable Securities equals at least US$4,000,000. A Demand--- ---- being underwritten and registered for their account, which has not culminated in such sharing to be based on the registration number of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, the Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish such holders, respectively. Whenever a requested registration pursuant to participate in Section 2(a) is for an underwritten public offering, the Company, subject to the approval of (A) the Majority Series A Holders, if such registration was requested by the Majority Series A Holders, or (B) the Majority Series C Holders, if such registration was requested by the Majority Series C Holders (which approval, in either case, will not be unreasonably withheld or delayed), may designate the managing underwriter(s) of such offering. The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Commission is applicable) to become effective less than 90 days after the effective date of any registration required pursuant to this Section 2.
(c) If at the time of any request to register Registrable Securities pursuant to Section 2(a) the Company is preparing or within twenty thirty (2030) days thereafter commences to prepare a registration statement for a public offering (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Commission is applicable) which in fact is filed and becomes effective within ninety (90) days after receipt the request, or is engaged in any activity which, in the good faith determination of the Company’s notice. Thereupon 's board of directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company shall take all reasonable actions under may at its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in option direct that such request together with all be delayed for a period not in excess of four months from the effective date of such portion offering or the date of commencement of such other activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any two year period. Nothing in this Section 2(c) shall preclude a holder of Registrable Securities of any other Holders joining in such request as aforesaidfrom enjoying registration rights which it might otherwise possess under Section 3 hereof.
Appears in 1 contract
Demand Registration. 1.2.1. At any time upon the Initial Public Offering (IPO) of the Company and thereafter, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt by the Company of each Qualified Request (as defined in subparagraph (i) below) from one or more holders of Registrable Securities to register under the Securities Act part or all of the DemandRestricted Securities held by such holder or holders, the Company will cause a Registration Statement on Form S-1 (or on Form S-2 or Form S-3 if either such form can be used) under the Securities Act, or any comparable form then in force, to be filed and shall promptly give use its best efforts to cause the registration statement to become effective, subject to the following:
(i) Prior to an IPO, a Qualified Request shall be a written notice request or requests to the Company from Investors LLC or one or more persons that are Investors LLC Parties and members of the proposed registration, qualification or compliance Covaxx Xxxily Group (subject to clause (iii) below) who hold Registrable Securities evidencing securities which aggregate at least 51% of the sum of all other Holders, and shall file a registration statement covering such outstanding shares and shall take all actions under its power and control to include in such registration, qualification or compliance all of the Common Stock which are then Registrable Securities held by Holders Investors LLC Parties and the Covaxx Xxxily Group (subject to clause (iii) below). After the IPO, a Qualified Request shall be a written request or requests to the Company from Investors LLC or one or more persons that are Investors LLC Parties and members of Covaxx Xxxily Group (subject to clause (iii) below) who explicitly expressed their wish hold Registrable Securities evidencing securities which aggregate at least 25% of the sum of all outstanding shares of the Common Stock which are then Registrable Securities held by Investors LLC Parties and members of Covaxx Xxxily Group (subject to participate clause (iii) below) and which have an estimated value of no less than $5,000,000. The Company agrees to promptly furnish to Covaxx xxxtten notice of any Qualified Request delivered pursuant to this Section 5.2(i) and the Covaxx Xxxily Group shall have 10 days to notify the Company that it is joining in such request; and
(ii) The Company shall not be required to file any such registration statement within twenty six months after the effective date of any earlier registration statement pursuant to this Section 5.2 or any Piggyback Registration, nor shall it be required to file a total of more than three registration statements pursuant to this Section 5.2.
(20iii) days after receipt The provisions of Section 5.2 (i) and (ii) above shall apply to members of the Covaxx Xxxily Group so long as the Covaxx Xxxily Group owns 5% of the Shares then outstanding on a fully diluted basis (excluding Stock Options) from time to time and then only, (x) with respect to Registrable Securities owned by Covaxx, xx such time as Covaxx xx not an employee, officer or director of the Company’s notice. Thereupon , and (y) with respect to the Company shall take all reasonable actions under its power and control Registrable Securities owned by Covaxx'x Xxxmitted Transferees, to effect the extent that Covaxx xxx not required to be disclosed as the beneficial owner of such Permitted Transferee's Registrable Securities in the registration as required and as would permit and facilitate statement for the sale and distribution of all such portion Demand Registration, of the Holders’ Registrable Registerable Securities owned by Covaxx xxx/or such Permitted Transferee, as are specified in such request together with all such portion the case may be, provided further that no member of Registrable Securities the Covaxx Xxxily Group shall solicit requests or otherwise seek approval of any other Holders joining in such request as aforesaidmembers of the Investors LLC Parties.
Appears in 1 contract
Demand Registration. 1.2.1. At (a) If the Company will receive from the Initiating Holders at any time upon after the Initial Public Offering earlier of (IPOi) the third anniversary of the Second Closing Date or (ii) six (6) months after the effective date of the first registration statement filed by the Company and thereaftercovering an underwritten offering of any of its securities to the general public, but a written request that the Company effect any registration with respect to Registrable Securities held by such Initiating Holders such that the aggregate offering price to the public for the Registrable Securities offered would not more be less than two Seventy-Five Million Dollars (2) times during the term of this Agreement (in the aggregate, for all Holders$75,000,000.00), any Holder the Company will:
(i) promptly give written notice of the proposed registration to all other Holders; and
(ii) subject to Section 1.3(b), as soon as practicable, use its best efforts to effect such registration within ninety (90) days of the date of such notice in Section 1.3(a)(i) above (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or group other state securities laws, and appropriate compliance with the Securities Act) as would permit or facilitate the sale and distribution of Holders all or such portion of such Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company then issued within twenty (20) days after such written notice from the “Initiating Holders”Company is mailed or delivered. The Company will not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.3:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(B) after the Company has initiated two (2) such registrations pursuant to Section 1.3(a) (counting for these purposes only registrations which have been declared or ordered effective and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear all the Registration Expenses relating to such registration);
(C) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing, may request in writing and ending on a date one hundred eighty (180) days after the effective date, of a “Demand”) Company-initiated registration; provided, however, that the Company uses its best is actively employing in good faith all reasonable efforts to register cause such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange statement to become effective; and provided further that the aggregate anticipated offering price Company uses commercially reasonable efforts to give notice to all Holders upon commencement of such period (and in any event, no later than thirty (30) days from the date the Company receives a registration request from Initiating Holders as provided for in Section 1.3(a));
(D) if the Initiating Holders propose to dispose of shares of Registrable Securities equals which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereof. In the event that a withdrawal of a registration by the Holders is based upon material adverse information relating to the Company that is different from the information made available (upon request from the Company or otherwise) to the Holders requesting registration at least US$4,000,000. A Demandthe time of their request for registration under this Section 1.3, which has not culminated in the such registration of the requested Registrable Securities, shall will not be counted treated as a Demand counted registration for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating HoldersSection 1.3 hereof.
1.2.2. As (b) Subject to the foregoing clauses (A) through (D), the Company will file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the Demandrequest or requests of the Initiating Holders; provided, however, that if (i) in the good faith judgment of the Board of Directors of the Company, such registration would be materially detrimental to the Company shall promptly give written notice and the Board of Directors of the proposed registrationCompany concludes, qualification or compliance as a result, that it is essential to all other Holdersdefer the filing of such registration statement at such time, and shall file (ii) the Company will furnish to such Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company for such registration statement covering such shares to be filed in the near future and shall take all actions under its power and control that it is, therefore, essential to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in defer the filing of such registration within twenty statement, then the Company will have the right to defer such filing for a period of not more than ninety (2090) days after receipt of the request of the Initiating Holders, and, provided further, that the Company will not defer its obligation in this manner more than once in any rolling twelve (12) month period. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Sections 1.3(b), 1.3(d), and 1.3(e) hereof, include other securities of the Company’s notice. Thereupon , with respect to which registration rights have been granted and may include securities of the Company being sold for the account of the Company.
(c) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.3, and the Company shall take include such information in the written notice given pursuant to Section 1.3(a)(i). In such event, the right of any Holder to include all reasonable actions under or any portion of its power Registrable Securities in such registration pursuant to this Section 1.3 shall be conditioned upon such Holder’s participation in an underwriting and control the inclusion of such Holder’s Registrable Securities to effect the extent provided herein.
(d) If the Company will request inclusion in any registration pursuant to Section 1.3 of securities being sold for its own account, or if other persons will request inclusion in any registration pursuant to Section 1.3, the Initiating Holders will, on behalf of all Holders, offer to include such securities in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 1. The Company will (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Initiating Holders, to which the Company has reasonably consented.
(e) Notwithstanding any other provision of this Section 1.3, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration will be allocated as set forth in Section 1.14 hereof. If a person who has requested inclusion in such registration as required and as would permit and facilitate provided above does not agree to the sale and distribution terms of all any such portion of underwriting, such person will be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders’ . The securities so excluded will also be withdrawn from registration. Any Registrable Securities as or other securities excluded or withdrawn from such underwriting will also be withdrawn from such registration. If shares are specified so withdrawn from the registration and if the number of shares to be included in such request together registration was previously reduced as a result of marketing factors pursuant to this Section 1.3(e), then the Company will offer to all Holders who have retained rights to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with all such portion of Registrable Securities of any other shares to be allocated among such Holders joining requesting additional inclusion in such request as aforesaidaccordance with Section 1.14.
Appears in 1 contract
Samples: Registration Rights Agreement (Regado Biosciences Inc)
Demand Registration. 1.2.1. At any time upon any Units exchangeable for Registrable Shares are outstanding and a Registration Statement covering the Initial Public Offering resale of such Registrable Shares is not available, the Company shall, at the written request of any Holder or Holders (IPOa “Demand Notice”), cause to be filed as soon as practicable (but in any event within thirty (30) days) after the date of such request by such Holder a Registration Statement in accordance with Rule 415 under the Securities Act (or its successor) relating to the sale by such Holder of all or a portion of the Registrable Shares held by such Holder in accordance with the terms hereof, and shall use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as practicable thereafter (a “Demand Registration”); provided, however, that the Company shall provide reasonable notice to all other Holders and thereafterprovide such other Holders with the opportunity to elect to have all or any portion of their Shares included on such Registration Statement. The Company agrees to use its best efforts to keep the Demand Registration continuously effective, after its date of effectiveness, with respect to the Registrable Shares of the requesting Holder or Holders until the earlier of (i) the date on which such Holder no longer holds any Registrable Shares or (ii) the date on which all of the Registrable Shares held by such Holder have become eligible for sale pursuant to Rule 144(k) (or any successor provision). Notwithstanding the foregoing, (A) the Company shall not be obligated to effect more than two Demand Registrations for Holders in any 12-month period, and (B) the number of Registered Shares proposed to be sold by the Holders making such written request shall have estimated market value of at least $5,000,000. Upon receipt by the Company of a Demand Notice, the Company may, but is not obligated to, purchase from any Holder so requesting registration all, but not more less than two (2) times during the term of this Agreement (in the aggregateall, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities Shares that are the subject of the request at a price per share equal to the Value of the Common Shares immediately preceding the date of the registration request. In the event that the Company then issued elects to purchase the Registrable Shares, that are the subject of the Demand Registration, the Company shall notify the Holder within five business days of the date of receipt of the request by the Company, which notice shall indicate (the “Initiating Holders”), may request in writing (a “Demand”I) that the Company uses its best efforts to register will purchase the Registrable Shares held by such Holders’ Holder that are the subject of the request, (II) the price per Registrable SecuritiesShare, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) calculated in accordance with the provisions of this Section 1.2previous sentence, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of Company will pay the Holder and (III) the date upon which the Company shall repurchase such Registrable Securities equals at least US$4,000,000. A DemandShares, which has not culminated in the registration of the requested Registrable Securities, date shall not be counted as a Demand for later than the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable tenth business day after receipt of the DemandDemand Notice. If the Company so elects to purchase the Registrable Shares that are the subject of a Demand Notice made pursuant to this Section 2(c), then upon such purchase the Company shall promptly give written notice be relieved of its obligations under this Section 2(c) with respect to such Registrable Shares or as a result of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) days after receipt of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidDemand Notice.
Appears in 1 contract
Samples: Registration Rights Agreement (Camden Property Trust)
Demand Registration. 1.2.1(a) Upon the written request from time to time (a "Request") of any Blackstone Entity or any Affiliate of a Blackstone Entity that holds Common Stock that the Company effect the registration under the Securities Act of all or part of the shares of Common Stock owned by such Blackstone Entity and Affiliates, the Company will as expeditiously as practicable use its reasonable best efforts to effect the registration under the Securities Act of such shares and cause such registration statement to remain effective for a period of not less than 180 days; provided, however, that the Company shall not be required to effect more than five registrations pursuant to this Section 2.8(a). At The Blackstone Entities shall have the right to select the managing underwriter or underwriters to administer the offerings covered by its Requests.
(b) For so long as Xxxxx and his Affiliates beneficially own not less than 40% of the aggregate number of shares of Common Stock beneficially owned by Xxxxx on the date hereof (taking into consideration any stock dividends on, or subdivisions, reclassifications, combinations or other similar adjustments to, the Common Stock), upon the written request of Xxxxx, at any time upon after 180 days following the Initial first Public Offering (IPO) Offering, that the Company effect the registration under the Securities Act of all or part of the shares of Common Stock owned by Xxxxx and his Affiliates, the Company will as expeditiously as practicable effect the registration under the Securities Act of such shares and cause such registration statement to remain effective for a period of not less than 180 days; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 2.8(b); provided, further, if the Company is requested to effect such a demand by Xxxxx and the Blackstone Entities reasonably determine in good faith it would be detrimental to the Company and thereafterits securityholders for such registration statement to be filed on or before the date such filing would otherwise be required hereunder, but the filing shall be deferred for a period of not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, the Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) 180 days after receipt of the Company’s notice. Thereupon request for such registration from Xxxxx.
(c) For so long as Jupiter and Xxxxxx and their Affiliates together beneficially own not less than 40% of the aggregate number of shares of Common Stock beneficially owned by Jupiter and Xxxxxx on the date hereof (taking into consideration any stock dividends on, or subdivisions, reclassifications, combinations or other similar adjustments to, the Common Stock), upon the written request of a majority in interest of Jupiter and Xxxxxx, at any time after 180 days following the first Public Offering, that the Company effect the registration under the Securities Act of all or part of the shares of Common Stock owned by Jupiter and Xxxxxx and their Affiliates, the Company will as expeditiously as practicable effect the registration under the Securities Act of such shares and cause such registration statement to remain effective for a period of not less than 180 days; provided, however, that the Company shall take all reasonable actions under its power and control not be required to effect more than one registration pursuant to this Section 2.8(c); provided, further, if the Company is requested to effect such a demand by Jupiter and Xxxxxx and the Blackstone Entities reasonably determine in good faith it would be detrimental to the Company and its securityholders for such registration as statement to be filed on or before the date such filing would otherwise be required and as would permit and facilitate hereunder, the sale and distribution filing shall be deferred for a period of all such portion not more than 180 days after receipt of the Holders’ Registrable Securities as are specified in request for such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidregistration from Jupiter and Xxxxxx.
Appears in 1 contract
Samples: Stockholders' Agreement (American Axle & Manufacturing Holdings Inc)
Demand Registration. 1.2.1. (a) At any time and from time to time, Investor may make written requests on the Company for the registration under the Securities Act of the shares of Company common stock (the "Common Stock") issuable upon conversion of the Initial Public Offering Series B Shares (IPOthe "Conversion Shares") having an anticipated aggregate offering price (net of discounts and commissions) of the at least $1,000,000. The Company and thereafter, but not shall have no obligation to file more than two (2) times during registration statements under the term Securities Act with respect to such requests. Each such request described in the preceding two sentences shall be hereinafter referred to as a "Demand Registration." Any Demand Registration will specify the number of Conversion Shares proposed to be sold and will also specify the intended method of disposition thereof.
(b) A registration will not be deemed to have been effected as a Demand Registration unless it has been declared effective by the Commission and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, however, that if, after it has become effective, the offering of shares of Common Stock pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the Commission or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of the shares of Common Stock pursuant to the registration at any time within one hundred eighty (in 180) days after the aggregateeffective date of the registration statement, such registration will be deemed not to have been effected. If (i) a registration requested pursuant to this Section 7.1 is deemed not to have been effected or (ii) the registration requested pursuant to this Section 7.1 does not remain effective for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate a period of at least 12.5% one hundred eighty (twelve and one half percent180) days beyond the effective date thereof or, with respect to an underwritten offering of Conversion Shares, until ninety (90) days after the commencement of the Registrable Securities distribution by the Investor of the Company Conversion Shares included in such registration statement, then issued (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, the Company shall promptly give written notice of the proposed registration, qualification or compliance continue to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) days after receipt of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control be obligated to effect such registration as required and as would permit and facilitate the sale and distribution of pursuant to this Section 7.1. The Investor shall be permitted to withdraw all such portion or any part of the Holders’ Registrable Securities Conversion Shares from a Demand Registration at any time prior to the effective date of such Demand Registration.
(c) If the Investor so elects, the offering of Conversion Shares pursuant to Demand Registration shall be in the form of an underwritten offering. The Investor shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as are specified the lead managing underwriter (the "Underwriter") in connection with such request together offering and shall select any additional investment bankers and managers to be used in connection with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidthe offering.
Appears in 1 contract
Samples: Series B Convertible Preferred Stock Purchase Agreement (Audible Inc)
Demand Registration. 1.2.1. At Upon written request (the "Demand Notice") from either the Placement Agent or any time upon record holder or holders of Securities (collectively, the Initial Public Offering (IPO"Holders") representing beneficial ownership of the Company and thereafter, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5more than 50% (twelve and one half percent) of the Registrable Securities Reserved Shares, the Company shall, at any time during the five year period commencing six months after the Company has completed an IPO or is otherwise subject to the reporting requirements of Section 13 or Section 15 of the Company then issued Exchange Act (the “Initiating Holders”"Registration Rights Period"), may request in writing prepare and file with the SEC by the later of (a “Demand”i) that three weeks after receipt of the Demand Notice (five weeks if the Company uses is not then eligible to use Form S-3 for the resale of securities) or (ii) the first day of the Registration Rights Period, a registration statement under the Act covering the Reserved Shares which are the subject of such request and shall use its best efforts to register cause such Holders’ Registrable Securitiesregistration statement to become effective as soon thereafter as possible. In addition, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with upon the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the DemandDemand Notice, the Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and record holders of Securities that such registration is to be effected. The Company shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held registration statement such Reserved Shares for which it has received written requests to register by Holders who explicitly expressed their wish to participate in such registration other record holders within twenty (20) 15 days after receipt the delivery of the Company’s notice's written notice to such other record holders (all of such participating holders being referred to herein as the "Requesting Holders"). Thereupon The obligation of the Company under this Section 4.1 shall take all reasonable actions be limited to one (1) registration statement and shall not apply to any Reserved Shares that at such time are eligible for immediate resale pursuant to Rule 144(k) under its power the Act. The Company shall pay the expenses described in Section 4.3 for the registration statement filed pursuant to this Section 4.1, except for underwriting discounts and control to effect such registration as required commissions and as would permit and facilitate the sale and distribution of all such portion legal fees of the Requesting Holders’ Registrable Securities as are specified in such request together with all such portion , which shall be borne by the Requesting Holders. In the event the Company fails to file the registration statement required hereunder within the time frame set forth above, the exercise price of Registrable Securities of any other Holders joining in such request as aforesaidthe Warrants shall be reduced by 10% and shall be further reduced by 10% for each subsequent month that the registration statement has not been filed.
Appears in 1 contract
Demand Registration. 1.2.1. (a) At any time upon after 180 days after the Initial Public Offering (IPO) initial public offering of the Company and thereafterCommon Stock pursuant to an effective registration under the Securities Act, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate holders of at least 12.5% (twelve and one half percenti) a majority of the Registrable Securities held by the Great Hill Investors or (ii) the holders of at least a majority of the Company then issued (Registrable Securities held by the “Initiating Holders”)BACI Investors, may request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) as applicable and in accordance with the provisions of this Section 1.22, provided however may notify the Company that a Demand they intend to offer or cause to be offered for registration public sale all or any portion of their Registrable Securities in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering manner specified in the United States or on such European exchange and provided further that the aggregate anticipated offering price request. Upon receipt of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demandrequest, the Company shall promptly give written deliver notice of the proposed registration, qualification or compliance such request to all other Holders, and Stockholders holding Registrable Securities who shall file a registration statement covering such shares and shall take all actions under its power and control then have thirty (30) days to include notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish the Company shall state such in the written notice and in such event the right of any Person to participate in such registration within twenty shall be conditioned upon such Person’s participation in such underwritten public offering and the inclusion of such Person’s Registrable Securities in the underwritten public offering to the extent provided herein. The Company will use its best efforts to expeditiously effect (20but in any event no later than forty-five (45) days after receipt such request) the registration of all Registrable Securities whose holders request participation in such registration under the Securities Act, but only to the extent provided for in this Agreement; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than (i) three (3) times for the Great Hill Investors or (ii) one (1) time for the BACI Investors; provided, that if the BACI Investors have requested a demand registration for a number of Registrable Securities that would result in the BACI Investors owning less than five percent (5%) of the Company’s notice. Thereupon outstanding Common Stock, but after giving effect to any reductions pursuant to Section 2(b), the BACI Investors continue to hold at least five percent (5%) of the Company’s then outstanding Common Stock following such demand registration by the BACI Investors, the Company shall take all reasonable actions under its power and control be required to effect such one (1) additional registration as required pursuant to a request from the BACI Investors in accordance with the terms hereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within ninety (90) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 4 and as would permit and facilitate the sale and distribution of in which there shall have been effectively registered all such portion of the Holders’ Registrable Securities as are specified to which registration shall have been requested. A registration will not count as a requested registration under this section 2(a) unless and until the registration statement relating to such registration has been declared effective by the Commission at the request of the initiating Stockholders; provided, however, that a majority in interest of the Great Hill Investors or the BACI Investors, as applicable, may request, in writing, that the Company withdraw a registration statement which has been filed pursuant to their request and under this Section 2(a) but has not yet been declared effective, and a majority in interest of such Stockholders may
(b) If a requested registration involves an underwritten public offering and the managing underwriter of such offering determines in good faith that the number of securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such request together with all underwritten public offering shall be reduced to a number deemed satisfactory by such portion managing underwriter; provided, that the shares to be excluded shall be determined in the following order of priority: (i) persons not having any contractual or other right to include such securities in the registration statement, (ii) securities held by any other Persons (other than the holders of Registrable Securities) having a contractual, incidental “piggy back” right to include such securities in the registration statement, (iii) securities to be registered by the Company pursuant to such registration statement, (iv) Registrable Securities of Management Stockholders and, if necessary, (v) Registrable Securities of Investors. If there is a reduction of the number of Registrable Securities pursuant to clauses (iv) or (v), such reduction shall be made on a pro rata basis (based upon the aggregate number of Registrable Securities held by such Stockholders).
(c) With respect to a request for registration pursuant to Section 2(a) which is for an underwritten public offering, the managing underwriter shall be chosen by a majority in interest of the Great Hill Investors or the BACI Investors, as applicable, to be sold in such offering (which approval will not be unreasonably withheld or delayed). The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable) to become effective within one hundred twenty (120) days following the effective date of any other Holders joining in such request as aforesaidregistration required pursuant to this Section 2.
Appears in 1 contract
Samples: Registration Rights Agreement (Ign Entertainment Inc)
Demand Registration. 1.2.1. At If at any time upon prior to the Initial Public Offering (IPO) fifth anniversary of the Company and thereafter, but not more than two (2) times during the term date of this Agreement the Company shall receive from a Purchaser a written request (in a "DEMAND REQUEST") that the aggregateCompany register on Form S-1, for all Holders)Form S-2 or any succexxxx xxxx xx registration under the Securities Act, or, if available, on Form S-3 or any successor form of registration under the Securities Act (or if such form is not available, any Holder or group registration statement form then available to the Company) Registrable Securities, then the Company shall (a) promptly given written notice to the other Purchaser of Holders the Demand request and (b) prepare and file with the Commission as soon as practicable, but in no event later than forty-five (45) days after receipt of such Demand Request, a registration statement (a "DEMAND REGISTRATION STATEMENT") to effect such registration. The Company shall use its best efforts to cause the Registrable Securities which hold an aggregate specified in such Demand Request, together with all of at least 12.5% (twelve and one half percent) such portion of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, the Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) days after receipt of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion of Registrable Securities of any other Holders Purchaser joining in such request as aforesaidare specified in a written request within 10 days after receipt of such written notice from the Company, (collectively, the "DEMAND REGISTRABLE SECURITIES") to become or be declared effective as soon as practicable. The Company shall provide copies of all correspondence to, and from, the Commission within twenty-four (24) hours after receipt, or delivery, as the case may be, of any such correspondence. Each such Demand Request shall: (a) include an initial request to register Registrable Securities having an aggregate offering value of not less than the lesser of all of the Registrable Securities then owned by the Purchaser or $5 million (or Registrable Securities having an aggregate offering value of not less than $5 million when combined with a concurrent Demand Request from the other Purchaser); (b) specify the number of Demand Registrable Securities intended to be offered and sold by the Purchaser pursuant thereto; (c) express the present intention of the Purchaser to offer or cause the offering of such Demand Registrable Securities pursuant to such Demand Registration Statement, (d) describe the nature or method of distribution of such Demand Registrable Securities pursuant to such Demand Registration Statement (including, in particular, whether the Purchaser plans to effect such distribution by means of an underwritten offering); (e) identify the proposed Demand Managing Underwriter, if any; and (f) contain the undertaking of the Purchaser to provide all such information and materials and take all such actions as may be required in order to permit the Company to comply with all applicable requirements of the Securities Act, the Exchange Act and the rules and Regulations of the Commission thereunder, and to obtain any desired acceleration of the effective date of such Demand Registration Statement.
Appears in 1 contract
Samples: Registration Rights Agreement (Chalone Wine Group LTD)
Demand Registration. 1.2.1. At any time upon (a) Upon receipt of a written request (a "Registration Request"), delivered no earlier than the Initial Public Offering earlier of (IPOi) January 31, 2004 and (ii) 180 days from the effective date of the Company and thereafter, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold registration statement relating to an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s underwritten initial public offering in of the United States Common Stock, from Initiating Holders with respect to Registrable Stock representing at least 25% of such Initiating Holders, Registrable Stock (or on such European exchange and provided further that the any lesser percentage having a reasonably anticipated aggregate anticipated offering price to the public of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demandmore than $2,000,000), the Company shall (i) promptly give written notice of the proposed registration, qualification or compliance Registration Request to all other HoldersHolders (other than Xxxxxx, in which case: the Company will not give such prior notice and shall as a substitute for such notice will give Xxxxxx notice of the Registration promptly after 4:00 p.m. (New York City time) on the business day immediately preceding the day upon which the registration statement will be filed with the SEC (the "Filing Date") and Xxxxxx will have until 3:00 p.m. on the Filing Date to give the Company notice (which notice may be by telephone or e-mail) of the number of shares that it desires to include in the registration statement, subject to Section 2(b) below; provided, that, if the Company fails to file such registration statement by 9:00 a.m. (New York City time) on the day immediately following the proposed Filing Date, it will issue a press release conforming with Rule 135 under the Securities Act describing in detail such proposed Registration by 9:00 a.m. (New York City time) on the day following the proposed Filing Date) and (ii) prepare and file with the Commission promptly, but in any event within (x) 90 days after its receipt of such Registration Request if the Company had not conducted an underwritten public offering of the Common Stock before such time and (y) 45 days after its receipt of such Registration Request if the Company had conducted an underwritten public offering of the Common Stock before such time, a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance for the purpose of effecting a Registration of the sale of all Registrable Securities held Stock requested to be Registered by the requesting Holders who explicitly expressed their wish to participate in such registration within twenty (20) days after receipt of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaid.non-requesting
Appears in 1 contract
Samples: Registration Rights Agreement (Commvault Systems Inc)
Demand Registration. 1.2.1. At any time upon (a) On one occasion after the Initial Public Offering (IPO) date hereof, Biogen may request that all of the Company Common Shares owned by Biogen as of such date be registered under the Securities Act on a Registration Statement on Form S-3 (or a successor form) (the "S-3 Registration Statement"). Upon the receipt of such request Targeted shall use its Reasonable Commercial Efforts to effect the S-3 Registration Statement as soon as practicable, at Targeted's expense, and thereafterto cause the S-3 Registration Statement to remain effective until the earlier of 180 days from the effective date of the S-3 Registration Statement and the date on which all the Common Shares covered by the S-3 Registration Statement have been sold; provided, but however, that Targeted shall not be required to effect the S-3 Registration Statement if (A) if Form S-3 (or a successor form) is not available for such registration; (B) the Common Shares to be included in the S-3 Registration Statement would have an aggregate price to the public of less than $350,000; (C) Targeted shall furnish to Biogen a certificate signed by the president of Targeted stating that (1) Targeted is engaged or has bona fide plans to engage in a registered public offering or is engaged in any other activity that, in the good faith judgment of Targeted's board of directors, would be adversely affected by the requested registration or (2) the requested registration would involve initial or continuing disclosure obligations that are not in the best interests of Targeted's shareholders at such time, in which event Targeted shall have the right to defer the filing of the S-3 Registration Statement for a period of not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, the Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) 90 days after receipt of the Company’s notice. Thereupon request; or (D) Targeted has already effected a registration statement on Form S-3 or Form S-1 within the Company 180-day period preceding the date of such request.
(b) In the event Targeted effects the S-3 Registration Statement pursuant to this Section 4, Targeted shall take all reasonable actions under its power indemnify and control to effect hold harmless Biogen, each underwriter of such registration as required Common Shares, if any, and as would permit and facilitate each other person, if any, who controls Biogen or such underwriter within the sale and distribution of all such portion meaning of the Holders’ Registrable Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which Biogen or such underwriter or controlling person may become subject under the Securities Act, the Exchange Act, state securities or blue sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are specified based on any untrue statement or alleged untrue statement of a material fact contained in the S-3 Registration Statement, any preliminary prospectus or final prospectus contained in the S-3 Registration Statement (the "S-3 Prospectus"), or arise out of or are based on the omission or alleged omission to state a material fact required to be stated in the S-3 Registration Statement or necessary to make the statements in the S-3 Registration Statement not misleading; and Targeted will reimburse Biogen or such underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that Targeted will not be liable in any such case to the extent that any such loss, claim, damages or liability arises out of or is based on an untrue statement or alleged untrue statement or omission or alleged omission made in the S-3 Registration Statement, the S-3 Prospectus or any amendment or supplement of the S-3 Registration Statement or the S-3 Prospectus in reliance on and in conformity with written information furnished to Targeted by or on behalf of Biogen expressly for use in the S-3 Registration Statement or the S-3 Prospectus or any untrue statement in such request together with all such portion prospectus or omission of Registrable Securities of a material fact required to make a statement not misleading in the S-3 Prospectus that is corrected in any other Holders joining in such request as aforesaidsubsequent S-3 Prospectus that was delivered to Biogen before the pertinent sale or sales by Biogen.
Appears in 1 contract
Demand Registration. 1.2.1. At (a) If at any time upon after the Initial Public Offering (IPO) of Eligible Time the Company and thereafter, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request Stockholder requests in writing (a “the "Stockholder Demand”") that the Company uses file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of Stockholder Shares, the Company shall, subject to Section 4.1, file such Registration Statement with the SEC within sixty (60) days after its best receipt of such request. The Company shall use commercially reasonable efforts to cause such Registration Statement to be declared effective as soon thereafter as practicable and keep such registration statement effective until the Stockholder notifies the Company in writing that the Company is no longer required to keep such Registration Statement effective. In no event, however, shall the Company be required to (i) effect more than three (3) registrations pursuant to this section, (ii) keep any registration statement filed pursuant to this section effective for more than an aggregate of one hundred twenty (120) days, (iii) to register more than 10% of the Stockholder Shares in any single registration or (iv) effect more than one registration pursuant to this section in any 12-month period following the Eligible Time. The "Incidental Registration" rights of the Existing Stockholders, to the extent provided for in Section 4.2 of the Existing Registration Rights Agreement, shall be applicable to a registration effected pursuant to this Section 2.1.
(b) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to subparagraph (a):
(i) if the Company, within ten (10) days of the receipt of the Stockholder Demand, gives notice of its bona fide intention to effect the filing of a registration statement to register on behalf of the Company any of its common stock under the 1933 Act in connection with a public offering of such Holders’ Registrable Securitiescommon stock solely for cash with the SEC within sixty (60) days of receipt of such demand (other than a registration relating primarily to the sale of securities to participants in a Company stock plan or employee benefit plan, a transaction covered by Rule 145 under the 1933 Act or the resale of securities issued in such transaction, a registration in which the only stock being registered is common stock issuable upon conversion or exchange of debt securities which are also being registered or any part thereof, for trading registration on any recognized European or United States securities exchange or quotation system form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Stockholder Shares, any of which may hereafter be referred to as an "Excepted Registration Statement"): provided, however, that if such registration statement is not filed by the Company within sixty (“Exchange”60) days of receipt of such Stockholder Demand and declared effective by the Commission within ninety (90) days after the Company's receipt of such Stockholder Demand, the Company shall be obligated to cause such Stockholder Shares to be registered in accordance with the provisions of this Section 1.22.1 provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(ii) during the period starting with the Company's date of filing of, provided however that a Demand for and ending on the date ninety (90) days immediately following, the effective date of any registration in the United States or on any European exchange may only be effected after six (6) months from the consummation statement pertaining to securities of the Company (the "90-Day Postponement Period"), which registration was subject to Section 2.2 hereof; provided that if the Company’s initial public offering in , within the United States or on such European exchange and 90-Day Postponement Period, files any other registration statement (other than an Excepted Registration Statement), the Company will not be exempted from its obligations pursuant to this Section 2.1; provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in Company shall use commercially reasonable efforts to cause the registration of statement relating to the requested Registrable Securities, shall not Stockholder Demand to be counted as a Demand for filed and become effective within thirty (30) days after the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders90-Day Postponement Period.
1.2.2. As soon as practicable after receipt of (c) Notwithstanding the Demandforegoing, the Company shall promptly give written notice agrees to cause such Stockholder Shares to be registered in accordance with the provisions of Section 2.1(a) within one hundred twenty (120) days of the proposed registration, qualification or compliance to all other Holders, and shall file occurrence of the postponement of a registration statement covering such shares and shall take all actions under its power and control pursuant to include in such registration, qualification Sections 2.1(b)(i) or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) days after receipt of the Company’s notice. Thereupon 2.1(b)(ii); provided further that the Company shall take all reasonable actions under its power and control to effect such may not postpone a demand registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified more than once in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidtwelve (12) month period.
Appears in 1 contract
Demand Registration. 1.2.1. At any time Beginning upon the Initial Public Offering earlier of (IPOi) of three (3) years after the Company and thereafter, but not more than two (2) times during the term date of this Agreement or (in ii) 180 days after the aggregateeffective date of the registration statement for the IPO, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of the Company receives a request from Investors holding at least 12.575% (twelve and one half percent) of the Registrable Securities then held by all Investors that the Company effect a registration of at least 75% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $3 million), then the Company then issued shall (i) within 20 days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders”); and (ii) as soon as practicable, may and in any event within 60 days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in writing such registration by any other Holders, as specified by notice given by each such Holder to the Company within 20 days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) and 2.3.
(a) If at any time when it is eligible to use a “Demand”) Form S-3 registration statement and the Company receives a request from Investors of at least 30% of the Registrable Securities then outstanding and held by all Investors that the Company uses its best efforts file a Form S-3 registration statement with respect to register such Holders’ outstanding Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price Securities of such Registrable Securities equals Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least US$4,000,000. A Demand$1 million, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, then the Company shall promptly (i) within 20 days after the date such request is given, give written notice of the proposed registration, qualification or compliance registration to all Holders other than the Initiating Holders (the “S-3 Notice”); and (ii) as soon as practicable, and in any event within 30 days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within 10 days of the date the S-3 Notice is given, and shall file in each case, subject to the limitations of Sections 2.1(c) and 2.3.
(b) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration statement covering such shares and shall take all actions under its power and control pursuant to include this Section 2.1 a certificate signed by the Company’s chief executive officer stating that in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) days after receipt the good faith judgment of the Company’s notice. Thereupon Board of Directors (the “Board of Directors”) it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than 180 days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any 12-month period.
(c) The Company shall not be obligated to effect, or to take all any action to effect, any registration pursuant to Section 2.1(a) (i) during the period that is 60 days before the Company’s good faith estimate of the date of filing of, and ending on a date that is 180 days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing its good faith commercially reasonable actions under its power and control efforts to effect cause such registration as required and as would permit and facilitate statement to become effective; (ii) after the sale and distribution Company has effected two (2) registrations pursuant to Section 2.1(a); or (iii) if the Initiating Holders propose to dispose of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(b) (x) during the period that is 30 days before the Company’s good faith estimate of any the date of filing of, and ending on a date that is 90 days after the effective date of, a Company-initiated registration relating to shares to be sold by the Company, provided, that the Company is actively employing its good faith commercially reasonable efforts to cause such registration statement to become effective; or (y) if the Company has effected two (2) registrations pursuant to Section 2.1(b) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Section 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration (other Holders joining than as a result of a material adverse change to the Company), elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Section 2.61 in which case such request withdrawn registration statement shall be counted as aforesaid“effected” for purposes of this Section 2.1(d).
Appears in 1 contract
Samples: Investor Rights Agreement (Poniard Pharmaceuticals, Inc.)
Demand Registration. 1.2.1. (a) At any time upon after the earliest of: (i) the five-year anniversary of the consummation of the Initial Public Offering (IPOthe “IPO Date”), (ii) the date upon which at least 10% of the Company and thereafter, but not more than two (2) times during the term Company’s shares of this Agreement (Class A Common Stock issued in the aggregateInitial Public Offering are held separately and not in the form of XXXx so that a separate trading market in the Class A Common Stock has developed and has subsisted for at least 180 days, for all Holders)as evidenced by the listing of the Class A Common Stock on the American Stock Exchange, any Holder other national stock exchange or group of Holders of Registrable Securities which hold an aggregate of Nasdaq or any other national quotation system, provided that at least 12.5% one year has elapsed since the IPO Date; and (twelve and one half percentiii) any earlier date, provided that the Company first confirms that the exercise of the Registrable Securities registration rights will not adversely affect the Company’s treatment of the Company then issued XXXx and the Senior Subordinated Notes separate from the XXXx for financial reporting purposes (the “Initiating HoldersDemand Rights Effective Date”), a BRS Entity or a BRS Demand Transferee, a Canterbury Entity, a Protostar Entity, a Canterbury Demand Transferee or a Protostar Demand Transferee may make a written request in writing (a “Demand”) that for registration with the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) SEC under and in accordance with the provisions of this Section 1.2the Securities Act of all or part of its, his or her Registrable Securities; provided, that B&G Foods may, if the Board so determines in the exercise of its reasonable judgment that it would be inadvisable to effect such Demand Registration at such time, defer such Demand Registration for a single period not to exceed 180 days.
(b) BRS Entities, Canterbury Entities and Protostar Entities (including each of their respective Demand Transferees) shall each be entitled to two (2) Demand Registrations per year following the Demand Rights Effective Date, provided however that no such Demand Registration request shall be made within 6 months of any Incidental Registration or Demand Registration. A Demand Registration request by a Shareholder will not count as the use by such Shareholder of his, her or its Demand Registration request unless and until the requested Demand Registration has become effective under the Securities Act, and unless such Shareholder shall have been able to register and sell at least 75% of the Registrable Securities initially requested to be registered by it pursuant hereto; provided further, however, that in any event, B&G Foods will pay all Registration Expenses in connection with any Demand Registration initiated by such Shareholder whether or not it has become effective.
(c) If a Demand for registration Registration involves a Public Offering and the managing underwriter(s) shall advise B&G Foods that, in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demandits view, the Company amount of securities proposed to be sold in such Demand Registration will exceed the Maximum Offering Size, B&G Foods shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all up to the Maximum Offering Size, so many of the securities proposed to be registered as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, the Registrable Securities held by Holders who explicitly expressed their wish requested to participate be included in such registration within twenty Demand Registration by the Selling Shareholder(s), (20ii) days after receipt of second, the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified requested to be included in such request together with Demand Registration by the Shareholders other than the Selling Shareholder(s) and (iii) third, any XXXx, Class A Common Stock, Class B Common Stock or Senior Subordinated Notes proposed to be registered by B&G Foods; provided that (y) if all the Registrable Securities requested to be included in such portion Demand Registration by members of any group set forth above are not to be included, selection of Registrable Securities to be included from within such group shall be made pro rata based on the number of Registrable Securities that each member of such group shall have requested to be included therein, and (z) if any other Holders joining Shareholder has requested inclusion in such request Demand Registration and if 10% or more of the Registrable Securities requested to be included by such Shareholder are not so included, such Shareholder shall be entitled to an additional Demand Registration hereunder on the same terms and conditions as aforesaidwould have applied to such Shareholder had such earlier Demand Registration not been effected.
Appears in 1 contract
Samples: Securities Holders Agreement (B&g Foods Holdings Corp)
Demand Registration. 1.2.1. At (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Investors that the Company file a registration statement under the Securities Act covering the registration of the Shares, then the Company shall, as soon as reasonably possible, file a Form SB-2 with the SEC registering the Shares.
(b) The Company shall not be obligated to effect any time upon such registration, qualification or compliance pursuant to this Section 2.2:
(i) if Form SB-2 is not available for such offering by the Initial Public Offering Investors;
(IPOii) if the Investors propose to sell Shares and such other securities (if any) at an aggregate price to the public of less than $50,000;
(iii) if within thirty (30) days of receipt of a written request from Investors pursuant to this Section 2.2, the Company gives notice to Investors of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, any other registration statement filed by the Company in regard to the Shares;
(v) if the Company shall furnish to the Investors a certificate signed by the Chairman of the Board of Directors of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and thereafterits stockholders for such Form SB-2 registration to be effected at such time, but in which event the Company shall have the right to defer the filing of the Form SB-2 registration statement for a period of not more than ninety (90) days after receipt of the request of the Investors under this Section 2.2; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period;
(vi) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) times during registrations on Form SB-2 for the term of Investors pursuant to this Agreement Section 2.2 and such registrations have been declared or ordered effective; or
(vii) in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities particular jurisdiction in which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company then issued would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the “Initiating Holders”)foregoing, may request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with shall file a Form SB-2 registration statement covering the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted Shares as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, requests of the Investors.
(d) The Company shall promptly give written notice use its best efforts to cause a Registration Statement on Form SB-2 relating to the resale of the proposed registration, qualification or compliance Shares to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration be deemed effective within twenty one hundred eighty (20180) days after receipt from the date of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidthis Agreement.
Appears in 1 contract
Demand Registration. 1.2.1. (a) At any time upon during the Initial Public Offering one-year period following the first anniversary of the date of this Agreement, the Holder shall have the right exercisable by written notice to the Company (IPOthe "Demand Registration Request"), to have the Company prepare and file with the Commission, at the sole expense of the Company (except as herein after provided), in respect of up to 250,000 (as hereafter adjusted as necessary to reflect any stock split, reverse stock split, recaptialization, or other similar transaction affecting the shares prior to the effective date of such Registration Statement) of the Shares (less the number of shares previously registered pursuant to Section 1 above) a Registration Statement so as to permit a public offering and sale of the Shares for a period of nine months; provided that notwithstanding the provisions of Sections 1 and 2 hereof, the Holder agrees not to sell or otherwise dispose of more than 925,000 shares during the two-year priod following the date of this Agreement, pursuant to a registration statement, Rule 144 under the Act, or otherwise.
(b) At any time during the one-year period following the second anniversary of the date of this Agreement, the Holder may submit to the Company a Demand Registration Request, to have the Company prepare and file with the Commission, at the sole expense of the Company (except as herein after provided), in respect of up to 925,000 (as hereafter adjusted as necessary to reflect any stock split, reverse stock split, recapitalization, or other similar transaction affecting the Shares prior to the effective date of such Registration Statement) of the Shares a Registration Statement so as to permit a public offering and sale of the Shares for a period of nine months; provided that if the Holder intends to distribute the Shares by means of a "firm commitment" underwriting, then the Holder shall so notify the Company pursuant to the Demand Registration Request. Any underwriter selected by the Holder shall be reasonably acceptable to the Company.
(c) At any time during the one-year period following the third anniversary of the date of this Agreement, the Holder shall have the right to submit to the Company a Demand Registration Request, to have the Company prepare and file with the Commission, at the sole expense of the Company (except as herein after provided), in respect of up to the aggregate number of the Shares not previously registered pursuant to Section 1 or Section 2(a)), a Registration Statement so as to permit a public offering and sale of the Shares for a period of nine months; provided that if the Holder intends to distribute the Shares by means of a "firm commitment" underwriting, then the Holder shall so notify the Company pursuant to the Demand Registration Request. Any underwriter selected by the Holder shall be reasonably acceptable to the Company.
(d) Notwithstanding any provision of this Section 2 to the contrary, if, at the time a Demand Registration Request is given to the Company under Section 2 hereof (i) the Company is engaged in negotiations with respect to an acquisition, merger, financing or other material event which would require the Company to file a Form 8-K in the event that such acquisition, merger, financing or other material event is consummated or has otherwise occurred or (ii) in the event the Company shall furnish to the Holder a certificate signed by the chief executive officer of the Company stating that in the good faith judgment of the Company and thereafter, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of its investment banker that it would be detrimental to the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) that and its shareholders for the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance immediately proceed with a registration statement and it is therefore essential to defer the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price filing of such Registrable Securities equals at least US$4,000,000. A Demandregistration statement, which has not culminated then, in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for each such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demandcase, the Company will have the right to defer such filing for a period not to exceed one hundred and eighty (180) days.
(e) Nothing herein contained shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) days after receipt of the Company’s notice. Thereupon require the Company shall take all reasonable actions under its power and control to effect such registration undergo an audit, other than in the ordinary course of business, or as required and in connection with the delivery of a "comfort letter" for purposes of effecting a Registration Statement as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified set forth in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidthis Section 2.
Appears in 1 contract
Samples: Registration Rights Agreement (Take Two Interactive Software Inc)
Demand Registration. 1.2.12.1 Registration Other Than on Form F-3 or Form S-3. At Subject to the terms of this Agreement, at any time upon or from time to time after the Initial Public Offering earlier of (IPOa) the [***] anniversary of the Effective Date or (b) the date that is [***] months after the closing of the IPO, Holders holding [***] or more of the voting power of the then outstanding Registrable Securities held by all Holders may request in writing that the Company effect a Registration of at least [***] of the Registrable Securities then outstanding (or a lesser percentage if the anticipated aggregate offering price, net of underwriting discounts and thereaftercommissions, but not is in excess of US$[***]). Upon receipt of such a request, the Company shall (x) within ten (10) days after the date such request is given, give written notice of the proposed Registration to all other Holders and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within thirty (30) days after the Company’s delivery of written notice, to be Registered and qualified for sale and distribution in such jurisdiction as the Initiating Holders may request. The Company shall be obligated to consummate no more than two (2) times during Registrations pursuant to this Section 2.1 that have been declared and ordered effective.
2.2 Registration on Form F‑3 or Form S-3. The Company shall use its reasonable best efforts to qualify for registration on Form F-3 or Form S-3. Subject to the term terms of this Agreement Agreement, if the Company qualifies for registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the aggregate, for all HoldersUnited States), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) [***] of the Registrable Securities then outstanding may request the Company to file, in any jurisdiction in which the Company has had a registered underwritten public offering, a Registration Statement on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), including any registration statement filed under the Securities Act providing for the registration of, and the sale on a continuous or a delayed basis by the Holders of, all of the Company then issued (Registrable Securities pursuant to Rule 415 under the “Initiating Holders”), Securities Act and/or any similar rule that may request in writing (a “Demand”) that be adopted by the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price Commission. Upon receipt of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demandrequest, the Company shall promptly (a) within ten (10) days after the such request is given, give written notice of the proposed registration, qualification or compliance Registration to all other HoldersHolders and (b) as soon as practicable, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration any event within twenty forty-five (2045) days after receipt of the Company’s notice. Thereupon date such request is given by the Company shall take all Initiating Holders, use its reasonable actions under its power and control best efforts to effect such registration as required and as would permit and facilitate cause the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request the request, together with all such portion of any Registrable Securities of any other Holders joining Holder who requests in writing to join such Registration within thirty (30) days after the Company’s delivery of written notice, to be Registered and qualified for sale and distribution in such request as aforesaidjurisdiction. The Company shall be obligated to consummate no more than two Registrations that have been declared and ordered effective within any twelve (12)-month period pursuant to this Section 2.2.
Appears in 1 contract
Demand Registration. 1.2.1. (a) At any time upon commencing after the Initial Public Offering date hereof and expiring at 5:30 P.M. New York City time on June 30, 2003], the Holders of the Warrants and/or Warrant Securities representing a "Majority" (IPOas hereinafter defined) of such securities shall have the right (which right is in addition to the registration rights under Section 7.1 hereof), exercisable by written notice to the Company, to require the Company to use its reasonable commercial efforts to prepare and thereafterfile with the Securities and Exchange Commission (the "Commission") a registration statement and such other documents, but not more than two (2) times during the term of this Agreement (including a prospectus, as may be necessary in the aggregate, opinion of counsel for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses its best efforts order to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance comply with the provisions of this Section 1.2the Securities Act, provided however that so as to permit a Demand for registration in public offering and sale of their respective Warrant Securities (but not the United States or on Warrants) by such Holders and any European exchange may only be effected other Holders of the Warrant Securities who notify the Company within ten (10) days after six (6) months receiving notice from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price Company of such Registrable Securities equals at least US$4,000,000request. A Demand, which has not culminated in Notwithstanding the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demandforegoing, the Company shall promptly have no obligation to undertake to prepare or file (or undertake to cause to be declared effective) any such registration statement if it would require the Company to prepare or cause to be audited financial statements other than those financial statements prepared by the Company for its most recently filed Schedule 10-K, or if the Company shall have completed a public offering with respect to which the Holders were entitled to request inclusion pursuant to Section 7.1 above within 180 days from the date of such demand. If any registration statement filed as a result of the exercise of the right to demand registration pursuant to this Section 7.1 shall be declared effective, then no Holder shall have any further right to demand registration pursuant to this Section 7.2
(b) The Company covenants and agrees to give written notice of the proposed registration, qualification any registration request under this Section 7.2 by any Holder or compliance Holders to all other Holders, registered Holders of the Warrants and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable the Warrant Securities held by Holders who explicitly expressed their wish to participate in within ten (10) days from the date of the receipt of any such registration within twenty (20) days after receipt of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidrequest.
Appears in 1 contract
Samples: Warrant Agreement (Magna Lab Inc)
Demand Registration. 1.2.1. At (i) If at any time upon following the Initial Public Offering date hereof, and subject to the conditions of this Section 2, the Company shall receive a written request from Purchasers holding at least fifty percent (IPO50%) of the Registrable Securities (the “Initiating Purchasers”) that the Company file a registration statement under the 1933 Act or effect a registration for a public offering in the United States and/or in a jurisdiction or jurisdictions of Canada, covering the registration of at least twenty-five percent (25%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and thereaftercommissions, but would exceed US$5,000,000), then the Company shall, promptly, and in any event within twenty (20) days of the receipt thereof, give written notice of such request to all Purchasers, and subject to the limitations of this Section 2, use its reasonable best efforts to effect, as expeditiously as practicable, the registration under the 1933 Act or the Applicable Canadian Securities Laws of all Registrable Securities that the Purchasers request to be registered. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416) or the Applicable Canadian Securities Laws, such indeterminate number of additional shares of Common Shares resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Registration Statement (and each amendment or supplement thereto) shall be provided in accordance with Section 3(d) to the Purchasers and their counsel prior to its filing. The Company must effect an unlimited number of registrations pursuant to this Section 2(a), provided, however, that the Company shall not be obligated to effect (A) a registration covering the sale of Registrable Securities for an aggregate public offering price of less than US$5,000,000, (B) more than two (2) times during such registrations in any 12-month period, or (C) any registration at a time when it is keeping three (3) such registrations effective.
(A) Provided that the term Company is eligible to file under MJDS, (A) the Company shall file a Prospectus with the Principal Regulator in such form as required under the applicable securities laws of the relevant Canadian provinces and territories, and (B) any registration statement filed pursuant to this Section 2(a) shall be filed on Form F-10. The Initiating Purchasers shall as a part of their request made pursuant to this Section 2(a) state whether the Registrable Securities shall be offered in one or more provinces and/or territories of Canada and specify such provinces and/or territories. If Form F-10 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (x) register the resale of the Registrable Securities on Form F-3 or another appropriate form of registration statement reasonably acceptable to the Initiating Purchasers and (y) undertake to register the Registrable Securities on Form F-10 as soon as such form is available, provided that the Company shall maintain, subject to applicable Grace Periods (as hereinafter defined) the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form F-10 covering the Registrable Securities has been declared effective by the SEC or becomes effective upon filing with the SEC.
(ii) The Company shall not identify any Purchaser as an underwriter in any Registration Statement or Prospectus filed pursuant to this Agreement without the prior written consent of such Purchaser. The Company shall not be required to include the Registrable Securities of any Purchaser in a Registration Statement if, in the event that the SEC requires a Holder to be named as an underwriter in a Registration Statement, such Holder fails to furnish to the Company its consent.
(iii) If the Initiating Purchasers intend to distribute the Registrable Securities covered by their request by means of an underwritten public offering, they shall so advise the Company as a part of their request made pursuant to this Section 2(a) and the Company shall include such information in the written notice referred to in Section 2(a)(i). In such event, the right of any Purchaser to include such Purchaser’s Registrable Securities in such registration shall be conditioned upon such Purchaser’s participation in such underwriting and the inclusion of such Purchaser’s Registrable Securities in the underwriting to the extent provided herein. All Purchasers proposing to distribute their Registrable Securities through such underwriting and the Company shall enter into an underwriting agreement, in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Purchasers (which underwriter or underwriters shall be reasonably acceptable to the Company).
(iv) Notwithstanding any other provision of this Agreement (in the aggregate, for all HoldersSection 2(a), any Holder or group if the underwriter advises the Company that marketing factors require a limitation of Holders the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Purchasers of Registrable Securities which hold an aggregate would otherwise be underwritten pursuant hereto, and the number of at least 12.5% (twelve and one half percent) of shares that may be included in the underwriting shall be allocated to the Purchasers that requested to have Registrable Securities of the Company then issued registered (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of including the Initiating Holders.
1.2.2. As soon as practicable after receipt of Purchasers) pro rata by reference to the Demand, the Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) days after receipt of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion number of Registrable Securities requested to be registered by a given Purchaser and the aggregate number of any other Holders joining Registrable Securities sought to be included in such request as aforesaidRegistration Statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 1 contract
Demand Registration. 1.2.1(a) Registration Other Than on Form F-3 or Form S-3. At Subject to the terms of this Agreement, at any time upon or from time to time after the Initial Public Offering earlier of (IPOi) of the Company and thereafterfourth (4th) anniversary following the Series E-3 Closing or the Series E-4 Closing, but not more than two whichever is later or (2ii) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) date that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after is six (6) months from after the consummation closing of the Company’s initial public IPO, Holder(s) (x) holding at least 10% or more of the then outstanding Registrable Securities or (y) holding Registrable Securities representing an anticipated aggregate offering price no less than US$50,000,000 may request in the United States or on such European exchange and provided further writing that the aggregate anticipated offering price Company effect a Registration of their Registrable Securities. Upon receipt of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demandrequest, the Company shall (x) promptly give written notice of the proposed registration, qualification or compliance Registration to all other HoldersHolders and (y) as soon as practicable, and shall file a registration statement covering such shares and shall take all actions under use its power and control best efforts to include in such registration, qualification or compliance all cause the Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) days after receipt of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request the request, together with all such portion of any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Initiating Holders may request. The Company shall not be obligated to effect more than two (2) Registrations pursuant to Section 11.2(a) hereof that have been declared and ordered effective; provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 11.2(a) hereof is not consummated for any reason other than due to the action or inaction of the Holders including Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 11.2(a) hereof.
(b) Registration on Form F-3 or Form S-3. Subject to the terms of this Agreement, if the Company qualifies for registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), Holders holding at least 5% or more of the then outstanding Registrable Securities may request the Company to file, in any jurisdiction in which the Company has had a registered underwritten public offering, a Registration Statement on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), including without limitation any registration statement filed under the Securities Act providing for the registration of, and the sale on a continuous or a delayed basis by the Holders of, all of the Registrable Securities pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission. Upon receipt of such a request, the Company shall (i) promptly give written notice of the proposed Registration to all other Holders joining and (ii) as soon as practicable, use its best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and qualified for sale and distribution in such request jurisdiction within sixty (60) days of the receipt of such request. The Holders shall be entitled to an unlimited number of registrations on Form F-3 or Form S-3 so long as aforesaidan anticipated aggregate gross offering price of such registration offerings is no less than US$5,000,000; provided that, the Company shall be obligated to effect no more than two (2) Registrations that have been declared and ordered effective within any twelve (12)-month period pursuant to Section 11.2(b) hereof; provided further that, if the sale of all of the Registrable Securities sought to be included pursuant to Section 11.2(b) hereof is not consummated for any reason other than due to the action or inaction of the Holders including Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 11.2(b) hereof.
Appears in 1 contract
Demand Registration. 1.2.1. At any time upon the Following an Initial Public Offering (IPO) Offering, the Company shall use all commercially reasonable efforts to qualify for Registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3, Investors holding a majority of the Company and thereafter, but outstanding Registrable Securities then held by all Investors shall have the right to request not more than two three (23) times during the term of this Agreement (in the aggregate, for Registrations on Form S-3 with respect to all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) a part of the Registrable Securities held by all the Investors (all such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by the Investors), provided that the Company shall not be obligated to effect, or take any action to effect, any such Registration pursuant to this Section 2(b):
(i) Unless the Investors propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of underwriting discounts and expenses of sale) of more than $5,000,000;
(ii) Within 180 days of the effective date of the most recent Registration pursuant to this Section 2(b) in which securities held by the Investors could have been included for sale or distribution; or
(iii) During the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date ninety (90) days immediately following the effective date of, any registration statement pertaining to securities of the Company then issued (the “Initiating Holders”other than a Registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), may request in writing (a “Demand”) provided that the Company uses its best is actively employing in good faith all commercially reasonable efforts to register cause such Holders’ Registrable Securitiesregistration statement to become effective; provided, or any part thereofhowever, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with that the provisions of Company may only delay an offering pursuant to this Section 1.22(b)(iii) for a period of not more than sixty (60) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12) month period. The Company shall give written notice to all Other Stockholders of the receipt of a request for Registration pursuant to this Section 2(b) and shall provide a reasonable opportunity for such Other Stockholders to participate in the Registration, provided however that a Demand if the Registration is for registration an underwritten offering, the terms of Section 2(a)(ii) shall apply to all participants in such offering. Subject to the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demandforegoing, the Company shall promptly give written notice of the proposed registration, qualification or compliance to will use all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) days after receipt of the Company’s notice. Thereupon the Company shall take all commercially reasonable actions under its power and control efforts to effect such registration as required and as would permit and facilitate promptly the sale and distribution Registration of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion shares of Registrable Securities on Form S-3 to the extent requested by the holders thereof for purposes of any other Holders joining in such request as aforesaiddisposition.
Appears in 1 contract
Samples: Registration Rights Agreement (Old Glory Holding Co)
Demand Registration. 1.2.1. (a) At any time upon following the Initial Public Offering (IPO) first anniversary date of the Company and thereafterClosing Date, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of Excluded Investors holding at least 12.5% fifty percent (twelve and one half percent50%) of the Registrable Securities of held by the Company then issued Excluded Investors (the “Initiating HoldersDemanding Investors”), ) may request in writing make a written demand for registration under the Securities Act of an underwritten offering of all or part of their Registrable Securities held by the Investors (a “DemandUnderwritten Demand Registration Request”). The Company shall cause each Registration Statement required to be filed under this Section 6.2(a) that to be declared effective under the Securities Act as soon as possible but, in any event, no later than One Hundred and Fifty (150) days after the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with received the provisions of this Section 1.2, provided however Underwritten Demand Registration Request. Upon notification by the SEC that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall Registration Statement will not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due reviewed or is no longer subject to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demandfurther review and comments, the Company shall promptly give written request acceleration of such Registration Statement within five (5) Trading Days after receipt of such notice and request that it become effective on 4:00 p.m. New York City time on the Effective Date and file a prospectus supplement for any Registration Statement, whether or not required under Rule 424 (or otherwise), by 9:00 a.m. New York City time the day after the Effective Date. The Company shall not be obligated to effect more than an aggregate of one registration under this Section 6.2(a) in respect of Registrable Securities.
(b) If in any requested registration made pursuant to Section 6.2(a) hereof the proposed lead managing underwriter of such offering advises the Company that, in its view, the number of securities requested to be included in such registration by the Investors or any other Persons, including those shares of Common Stock requested by the Company to be included in such registration, qualification or compliance exceeds the largest number (the “Sale Number”) that can be sold in an orderly manner in such offering within a price range acceptable to all other Holdersthe Investors, and the Company shall file a registration statement covering such shares and shall take all actions under use its power and control best efforts to include in such registration:
(i) first, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish requested to participate be included in such registration within twenty by the Investors; provided, however, that, if the number of such Registrable Securities exceeds the Sale Number, the number of such Registrable Securities (20not to exceed the Sale Number) days after receipt to be included in such registration shall be allocated on a pro rata basis among all Investors requesting that Registrable Securities be included in such registration, based on the number of Registrable Securities then owned by each such Investor requesting inclusion in relation to the number of Registrable Securities owned by all Investors requesting inclusion; and
(ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 6.2(b) is less than the Sale Number, any other securities that the Investors propose to register, up to the Sale Number; and
(iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 6.2(b) is less than the Sale Number, any securities that the Company proposes to register for its own account and any securities that any other Person proposes to register, up to the Sale Number. If, as a result of the Company’s notice. Thereupon proration provisions of this Section 6.2, any Investor shall not be entitled to include all Registrable Securities in a registration that such Investor has requested be included, such Investor may elect to withdraw its request to include Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Investor shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.
(c) The lead managing underwriter to be used in connection with such registration shall be selected by the Demanding Investors.
(d) The Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request (together with all such portion of Investors selling Registrable Securities of any other Holders joining Securities) enter into an underwriting agreement in customary form with the lead managing Underwriter selected pursuant to Section 6.2(c) above, and each Investor participating in such request as aforesaid.underwritten offering
Appears in 1 contract
Demand Registration. 1.2.1. (a) At any time upon after the Initial Public Offering (-------------------- expiration of six months after the IPO) , TDF may request the Company to register under the Securities Act all or a portion of the Company shares of Restricted Shares held by it for sale in the manner specified in such notice; provided, that (i) -------- the reasonably anticipated aggregate net proceeds to the sellers from such public offering would exceed $30,000,000, (ii) such request covers at least 5% of the Voting Securities then outstanding and thereafter, but not (iii) no such request may be made by TDF more than two once every nine months. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.02 within 90 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Shares shall have been entitled to join pursuant to Sections 4.01 or 4.03 and in which there shall have been effectively registered all shares of Restricted Shares as to which registration shall have been requested.
(2b) times during At any time after the term expiration of this Agreement (in six months after the aggregate, for all Holders)IPO, any Holder Stockholder or group of Holders Stockholders may request the Company to register under the Securities Act all or a portion of Registrable Securities which hold an the shares of Restricted Shares held by such Stockholder or group of Stockholders for sale in the manner specified in such notice; provided, that (i) the reasonably anticipated aggregate of net -------- proceeds to the sellers from such public offering would exceed $30,000,000, (ii) such request covers at least 12.55% (twelve and one half percent) of the Registrable Voting Securities then outstanding and (iii) no such request may be made by such Stockholders or group of Stockholders more than once every nine months. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.02 within 90 days after the effective date of a registration statement filed by the Company then issued covering a firm commitment underwritten public offering in which the holders of Restricted Shares shall have been entitled to join pursuant to Sections 4.01 or 4.03 and in which there shall have been effectively registered all shares of Restricted Shares as to which registration shall have been requested.
(the “Initiating Holders”)c) Following receipt of any notice under this Section 4.02, may request in writing (a “Demand”) that the Company uses shall immediately notify all holders of Restricted Shares from whom notice has not been received and shall use its best efforts to register such Holders’ Registrable Securities, or any part thereofunder the Securities Act, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) public sale in accordance with the provisions method of this Section 1.2disposition specified in such notice from requesting holders, provided however that the number of shares of Restricted Shares specified in such notice (and in all notices received by the Company from other holders within 20 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the holders of a Demand for registration majority of the shares of Restricted Shares to be sold in such offering may designate the United States or on any European exchange may only be effected after six (6) months from managing underwriter of such offering, subject to the consummation approval of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, approval shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2unreasonably withheld or delayed. As soon as practicable after receipt of the Demand, the The Company shall promptly give written notice of the proposed registrationbe obligated to register Restricted Shares pursuant to Section 4.02(a) on three occasions only and pursuant to Section 4.02(b) on three occasions only, qualification or compliance to all other Holdersprovided, and however, that -------- ------- such obligations shall file be deemed satisfied only when a registration statement covering all shares of Restricted Shares specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto unless (i) any such registration statement does not become effective due to the withdrawal thereof by or on the request of the holders of 66 2/3% of the shares of Restricted Shares to be registered or (ii) the reason all shares of Restricted Shares specified in notices pursuant to this Section 4.02 are not registered is due to a limitation on the registration of shares by the managing underwriter (which limitation shall be applied pro rata) and no more than 50% of the Restricted Shares so specified are not registered as a result of the limitation imposed by such managing underwriter or the voluntary withdrawal of any such shares from registration by the holder thereof.
(d) The Company shall take all actions under its power and control be entitled to include in any registration statement referred to in this Section 4.02, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter (if such registrationmethod of disposition shall be an underwritten public offering), qualification such inclusion would adversely affect the marketing of the Restricted Shares to be sold. Except for registration statements on Forms X-0, X-0 or compliance all Registrable Securities held by Holders who explicitly expressed their wish any successor thereto, the Company will not file with the Commission any other registration statement with respect to participate in such registration within twenty (20) its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4.02 90 days after receipt the commencement of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion public offering of the Holders’ Registrable Securities as are specified in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidRestricted Shares covered by the registration statement requested pursuant to this Section 4.02.
Appears in 1 contract
Demand Registration. 1.2.1(a) Form F-1 Demand. At If at any time upon after one hundred eighty (180) days after the Initial Public Offering (IPO) effective date of the registration statement for the IPO, the Company and thereafter, but not more than two receives a request (2an “F-1 Request”) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of from Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) a majority of the Registrable Securities then outstanding that the Company file a Form F-1 registration statement or similar registration statement form under the Securities Act with respect to a number of the Registrable Securities then outstanding such that the anticipated aggregate offering price would exceed $50 million, then the Company then issued shall (i) promptly (and no later than within five (5) Business Days) after the date such request is given, give notice thereof (the “Initiating Holders”), may request in writing (a “DemandDemand Notice”) that to all Holders other than the Company uses its best efforts to register Initiating Holders and (ii) as soon as practicable, and in any event within sixty (60) days after the date such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of request is given by the Initiating Holders.
1.2.2. As soon as practicable after receipt of , file a Form F-1 registration statement under the Demand, Securities Act covering all Registrable Securities that the Company shall promptly give written notice of the proposed registration, qualification or compliance Initiating Holders requested to all be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, and shall file a registration statement covering as specified by notice given by each such shares and shall take all actions under its power and control Holder to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3; provided that the Holders may issue to the Company a Demand Notice at any time prior to one hundred eighty (180) days after receipt the effective date of the registration statement for the IPO so long as no registration statement is filed during such 180 day period and no disclosure by any party under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such Demand Notice.
(b) Form F-3 Demand. Following the IPO, the Company shall use its reasonable best efforts to qualify for registration on a Form F-3 registration statement or similar short-form registration statement under the Securities Act. If at any time when it is eligible to use a Form F-3 registration statement or similar short-form registration statement under the Securities Act, the Company receives a request (an “F-3 Request” and, together with an F-1 Request, a “Registration Request”) from Holders of a majority of the Registrable Securities then outstanding that the Company file a Form F-3 registration statement or similar short-form registration statement with respect to all or a portion of the outstanding Registrable Securities of such Holders, then the Company shall (i) promptly (and no later than within five (5) days) after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders and (ii) as soon as practicable, and in any event within thirty (30) days after the date such request is given by the Initiating Holders, file a Form F-3 registration statement or such similar short-form registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within five (5) days of the date the Demand Notice is given, and in each case, subject to the provisions of Subsections 2.1(c) and 2.3. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Subsection 2.1(b) if (i) such registration would include a customary “road show” or other substantial marketing effort by the Company and the underwriters over a period expected to exceed 48 hours (a “Marketed Offering”), and (ii) the anticipated aggregate offering price of the applicable Registrable Securities is less than $50 million.
(c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Subsection 2.1 within five (5) Business Days of the applicable Registration Request a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s notice. Thereupon Board of Directors it would be materially detrimental to the Company and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a bona fide significant acquisition, significant corporate reorganization, or other similar significant transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall take all have the right to defer such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days after the request of the Initiating Holders is given; provided, however, that the Company (A) may not invoke this right, together with the right to postpone any registration pursuant to Subsection 2.1(d), more than once in any twelve (12) month period, (B) shall not register any securities for its own account or that of any other shareholder during such ninety (90) day period other than an Excluded Registration (so long as any such Excluded Registration does not result in any of the consequences set forth in clauses (i), (ii) or (iii) above) and (C) if requested by the Initiating Holders, the Company will otherwise continue with the preparation of the requested registration as provided herein.
(d) Subject to clause (A) of the proviso in Subsection 2.1(c), the Company shall not be obligated to file any registration statement pursuant to Subsection 2.1(a)(i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company initiated registration for an underwritten offering of newly issued Ordinary Shares (other than an Excluded Registration); provided, that (A) at the time of the applicable F-1 Request, the Company is engaged in preparations specifically for such offering, (B) the Holders may include Registrable Securities in such offering pursuant to Section 2.2, (C) the Company is actively employing in good faith commercially reasonable actions under its power efforts to cause such registration statement to become effective and control (D) if requested by the Initiating Holders, the Company will otherwise continue with reasonable preparations related to the requested registration as provided herein; (ii) after the Company has effected three registrations pursuant to Subsection 2.1(a), so long as the Company is eligible and able to effect such registration as required and as would permit and facilitate an F-3 Request; or (iii) if the sale and distribution Initiating Holders propose to dispose of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Subsection 2.1(b). Subject to clause (A) of the proviso in Subsection 2.1(c), the Company shall not be obligated to file any registration statement pursuant to Subsection 2.1(b) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company initiated registration for an underwritten offering of newly issued Ordinary Shares (other than an Excluded Registration); provided that (i) at the time of the applicable F-3 Request, the Company is engaged in preparations specifically for such offering, (ii) the Holders joining may include Registrable Securities in such offering pursuant to Section 2.2, (iii) the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective and (iv) if requested by the Initiating Holders, the Company will otherwise continue with reasonable preparations related to the requested registration as provided herein. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(d), (i) until such time as the applicable registration statement has been declared effective by the SEC and remains effective for the period of time required herein, (unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.6, in which case such withdrawn registration statement shall be counted as aforesaid“effected” for purposes of this Subsection 2.1(d), except as otherwise provided for in Section 2.6) and provided the Company has complied with its obligations under Section 2.4, or (ii) in the case of an underwritten offering, if less than 70% of the Registrable Securities initially requested by the Holders to be included are not so included pursuant to Subsection 2.3.
Appears in 1 contract
Samples: Registration Rights Agreement (King Digital Entertainment PLC)
Demand Registration. 1.2.1. At any time upon Subject to the Initial Public Offering (IPO) of the Company provisions contained in this Section 3.1 and thereafter, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders)Sections 6.2 and 6.3 hereof, any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% may, from time to time (twelve each, a “Requesting Holder” and one half percent) of the Registrable Securities of the Company then issued (collectively, the “Initiating Requesting Holders”), may make a request in writing (a “DemandDemand Request”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in Lionsgate effect the registration under the Securities Act of the requested Registrable Securities, shall not be counted as a Demand for the purposes any specified number of this section, unless the reason for such lack shares of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, the Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by the Requesting Holder(s) (a “Demand Registration”); provided, however, that Lionsgate shall in no event be required to effect:
(a) more than two (2) Demand Registrations in the aggregate;
(b) more than one (1) Demand Registration in any 12 month period or, in the aggregate, more than one (1) Demand Registration (by the AT&T Group pursuant to this Agreement) or demand registration by Discovery (pursuant to the registration rights agreement, dated November 10, 2015, between Lionsgate and Discovery) or demand registration by Liberty (pursuant to the registration rights agreement, November 10, 2015, between Lionsgate and Liberty) in any six month period; and
(c) any Demand Registration if the Shelf Registration Statement is then effective, and such Shelf Registration Statement may be utilized by the Requesting Holders who explicitly expressed for the offering and sale of all of their wish Registrable Securities without a requirement under the Commission’s rules and regulations for a post-effective amendment thereto. Subject to participate the provisions contained in such registration within twenty (20) this Section 3.1 and in Sections 6.2 and 6.3 hereof, upon receipt of a Demand Request, Lionsgate shall cause to be included in a Registration Statement on an appropriate form under the Securities Act, filed with the Commission as promptly as practicable but in any event not later than 60 days after receipt of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect receiving a Demand Request, such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified may be requested by such Requesting Holders in their Demand Request. Lionsgate shall use its reasonable efforts to cause any such request together with all Registration Statement to be declared effective under the Securities Act as promptly as possible after such portion of Registrable Securities of any other Holders joining in such request as aforesaidfiling.
Appears in 1 contract
Samples: Registration Rights Agreement (Lions Gate Entertainment Corp /Cn/)
Demand Registration. 1.2.14.1. At any time upon Following an IPO, (i) the Initial Public Offering (IPO) of the Company and thereafter, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Initiating Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing that all or part of their Registrable Securities be registered for trading on any securities exchange on which the Company’s shares are otherwise traded, provided that the good faith anticipated aggregate proceeds exceed US$5,000,000 (a “Preferred Shareholders Demand”). In addition, following the IPO, (ii) the Preferred D Initiating Holders may request in writing that all or part of their Preferred D Registrable Securities be registered for trading on any securities exchange on which the Company’s shares are otherwise traded, provided that the good faith anticipated aggregate proceeds exceed US$5,000,000 (a “Preferred D Shareholders Demand”), and (iii) the Preferred E Initiating Holders may request in writing that all or part of their Preferred E Registrable Securities be registered for trading on any securities exchange on which the Company’s shares are otherwise traded, provided that the good faith anticipated aggregate proceeds exceed US$5,000,000 (a “Preferred E Shareholders Demand” and collectively with the Preferred Shareholders Demand or a Preferred D Shareholders Demand, each a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders).
1.2.24.2. As soon as practicable Within 20 days after receipt of the a request for a Demand, the Company shall promptly give written notice of such request to the proposed registration, qualification or compliance to all other Holders, Holders and shall file a registration statement covering such shares and shall take all actions under its power and control make best efforts to include in such registration, qualification or compliance registration all Registrable Securities held by all such Holders who explicitly expressed their wish to participate in such demand registration and provide the Company with written requests for inclusion therein within twenty (20) 15 days after the receipt of the Company’s notice. Thereupon Thereupon, the Company shall take all reasonable actions under use its power and control best efforts to effect such the registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are to which it has received requests for registration for trading on the securities exchange specified in the request for registration.
4.3. Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders or the Preferred D Initiating Holders or the Preferred E Initiating Holders, as applicable, a certificate signed by the CEO or the Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such request together with all registration statement to be filed and it is therefore essential to defer the filing of such portion registration statement, then the Company shall have the right to defer such filing for a period of not more than one hundred and twenty (120) days after receipt of the demand from the Initiating Holders or the Preferred D Initiating Holders or the Preferred E Initiating Holders, as applicable, provided that the Company shall not have the right to defer such filing more than twice per year.
4.4. If the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten in the Demand, then the following shares shall participate and be included in the registration, in the following order: (A) in the event that the Demand is a Preferred E Shareholders Demand — (i) first, Preferred E Registrable Securities allocated among the Holders of the Preferred E Registrable Securities, pro rata, according to the number of Preferred E Registrable Securities of each such Holder of Preferred E Registrable Securities requested to be included in the registration; (ii) second, Preferred D Registrable Securities allocated among the Holders of the Preferred D Registrable Securities, pro rata, according to the number of Preferred D Registrable Securities of each such Holder of Preferred D Registrable Securities requested to be included in the registration, in a number up to 30% of the aggregate number of shares to be registered in the Demand; (ii) third, Registrable Securities which are not Preferred D Registrable Securities or Preferred E Registrable Securities, allocated among the Holders of the Registrable Securities which are not Preferred D Registrable Securities or Preferred E Registrable Securities pro rata, according to the number of Registrable Securities of which are not Preferred D Registrable Securities or Preferred E Registrable Securities requested to be included in the registration; (iii) fourth, securities which the Company wishes to register on its own behalf, and (iv) fifth, any other securities of the Company; (B) in the event that the Demand is not a Preferred E Shareholders Demand — (i) first, Preferred D Registrable Securities allocated among the Holders joining of the Preferred D Registrable Securities, pro rata, according to the number of Preferred D Registrable Securities of each such Holder of Preferred D Registrable Securities requested to be included in the registration, in a number up to 30% of the aggregate number of shares to be registered in the Demand; (ii) second, Registrable Securities which are not Preferred D Registrable Securities, allocated among the Holders of the Registrable Securities which are not Preferred D Registrable Securities pro rata, according to the number of Registrable Securities which are not Preferred D Registrable Securities requested to be included in the registration, provided that the Holders of Preferred E Registrable Securities shall be entitled to include in such request registration any number Preferred E Registrable Securities requested by them up to 10% of the aggregate number of shares to be registered in the Demand; (iii) third, securities which the Company wishes to register on its own behalf, and (iv) fourth, any other securities of the Company.
4.5. The Company shall not be required to effect any registration under this Section 4 within a period of one hundred and eighty (180) days following the effective date of a previous registration.
4.6. The Company shall not be required to effect more than two (2) registrations pursuant to a Preferred Shareholders Demand, not more than one (1) registration pursuant to a Preferred E Shareholders Demand and not more than one (1) registration pursuant to a Preferred D Shareholders Demand, under this Section 4, and shall not be required to effect any registration under this Section 4: (a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as aforesaidmay be required under the Securities Act; or (b) if the Initiating Holders or the Preferred D Initiating Holders or the Preferred E Initiating Holders, as applicable, propose to dispose of Registrable Securities that may be immediately registered on Form F-3 or S-3 as applicable.
Appears in 1 contract
Samples: Investors Rights Agreement (Allot Communications Ltd.)
Demand Registration. 1.2.1. At any time upon If the Initial Public Offering (IPO) Company shall be requested in writing by the Holders of at least a majority of the outstanding Registrable Securities (such request specifying the approximate number of Registrable Securities requested to be registered, the anticipated per share price range for such offering and an election as to whether such registration cover an Underwritten Offering), to effect a registration under the Securities Act of Registrable Securities in accordance with this Section 2.1(a), then the Company shall use its reasonable best efforts to effect and thereafterfacilitate such registration, but as promptly as practicable, on an appropriate form under the Securities Act (and on an Automatic Shelf Registration Statement, if then available to the Company, or if an Automatic Shelf Registration Statement is not then available to the Company, on Form S-3, or if Form S-3 is not then available to the Company, on Form S-1 or such other form of registration statement as is then available to the Company), of the Registrable Securities which the Company has been so requested to register; provided, however, that the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to file any registration statement pursuant to this Section 2.1(a) for 180 days following the date of this Agreement;
(ii) the Company shall not be obligated to file any registration statement pursuant to this Section 2.1(a) contemplating a continuous or delayed offering pursuant to Rule 415 under the Securities Act (or any successor or similar rule adopted by the SEC then in effect);
(iii) the Company shall not be obligated to file more than two (2) times during registration statements in total pursuant to this Section 2.1(a);
(iv) with respect to the term of registration pursuant to this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percentSection 2.1(a) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for Underwritten Offering pursuant to such registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demandstatement filed pursuant hereto, the Company shall promptly give written notice may include in such registration or offering any equity securities other than Registrable Securities; provided, however, that if the Managing Underwriter or Underwriters of any Underwritten Offering or Overnight Underwritten Offering, as the proposed registrationcase may be, qualification or compliance to all other Holdersadvises the Company, and shall file a registration statement covering such shares the Company advises the Purchasers in writing, that the total amount of securities that the Selling Holders and shall take all actions under its power and control any other Persons intend to include in such registrationUnderwritten Offering or Overnight Underwritten Offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering without being likely to have a material adverse effect on the price, qualification timing or compliance all distribution of the securities offered or the market for such securities, then the securities to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of securities that such Managing Underwriter or Underwriters advises the Company can be sold without having such adverse effect, with such number to be allocated: (x) first, to the Registrable Securities held by Holders who explicitly expressed their wish to participate in all Selling Holders, pro rata based upon the number of Registrable Securities owned by each such Selling Holder at the time of such registration within twenty or offering, as the case may be; (20y) days after receipt second, to the securities to be offered and sold by or on behalf of the Company’s notice. Thereupon ; and (z) third, to the Company shall take all reasonable actions under its power and control securities that do not constitute Registrable Securities or securities to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion be offered or sold by or on behalf of the Holders’ Registrable Securities as are specified in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidCompany.
Appears in 1 contract
Samples: Registration Rights Agreement (California Resources Corp)
Demand Registration. 1.2.1. At any time upon (a) Commencing six (6) months following the Initial Public Offering (IPO) consummation of the Company and thereafter, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders)Merger, any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% holding, in the aggregate, thirty-five percent (twelve and one half percent35%) or more of the Registrable Securities of the Company then issued and outstanding (the “Initiating HoldersOutstanding Amount”) shall have the right, by written notice given to the Company (a “Demand Notice”), may to request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) under and in accordance with the provisions of this Section 1.2, provided however that the Securities Act all or any portion of the Registrable Securities designated by such Holder(s). Each request for a Demand for registration Registration shall be in writing and shall specify the United States or approximate aggregate number of Registrable Securities requested to be registered (which aggregate number of Registrable Securities must have a value equal to at least $10,000,000 based on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering closing price of such Registrable Securities equals at least US$4,000,000. A Demandsecurities on the last trading day prior to the date of such request or, which has not culminated in the registration case no closing price is available, at the anticipated price offered to the public and the intended method of distribution. In no event shall the requested Registrable Securities, shall not Company be counted as obligated to effectuate more than two (2) Demand Registrations nor more than one (1) in any twelve month period.
(b) Upon receipt of a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the DemandNotice, the Company shall promptly give written notice (and in any event within ten (10) Business Days from the date of the proposed registrationreceipt of such Demand Notice), qualification or compliance to notify all other Holders, if any, of the receipt of such Demand Notice and shall file a registration statement covering such shares and shall take all actions under its power and control allow them the opportunity to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed them in the proposed registration by submitting their wish to participate own Demand Notice. In connection with any Demand Registration in which more than one Holder participates, in the event that such Demand Registration, including any Shelf Takedown thereunder, involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Securities to be included in such offering that the total number of Registrable Securities to be included in such offering exceeds the amount that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the Registrable Securities to be sold), then the Registrable Securities to be offered shall be distributed amongst the participating Holders according to each Holder’s overall percentage of ownership in the Company. In the event of such a pro-rata distribution, to the extent that any Holder (or Holders) has not submitted a Demand Notice, or withdraws from the underwriting, then those Registrable Securities that would have been allocated pro-rata to the non-participating Holder if they had participated shall be distributed amongst the participating Holders, pro rata according to each participating Holder’s overall percentage of ownership in the Company.
(c) The Company, within sixty (60) days of the date on which the Company receives a Demand Notice given by Holders in accordance with Section 3(a), shall file with the SEC, and the Company shall thereafter use its reasonable best efforts to cause to be declared effective as promptly as practicable, a Registration Statement on the appropriate form for the registration within and sale, in accordance with the intended method or methods of distribution, of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration”). Any Demand Registration may, at the request of the Holders submitting the Demand Notice, be a Shelf Registration to the extent the Company is eligible to use the relevant form for a Shelf Registration.
(d) The Company shall use its commercially reasonable efforts to keep each Registration Statement filed pursuant to this Section 3 continuously effective and usable for the resale of the Registrable Securities covered thereby (i) in the case of a Registration that is not a Shelf Registration, for a period of one hundred twenty (20120) days from the date on which the SEC declares such Registration Statement effective and (ii) in the case of a Shelf Registration, for a period of three (3) years from the date on which the SEC declares such Registration Statement effective, or, in either case (x) until such earlier date as all of the Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement, and (y) as such period may be extended pursuant to this Section 3. The time period for which the Company is required to maintain the effectiveness of any Registration Statement shall be extended by the aggregate number of days of all Delay Periods and all Interruption Periods occurring with respect to such Registration and such period and any extension thereof is hereinafter referred to as the “Effectiveness Period”. If any Registrable Securities remain issued and outstanding after receipt thirty (30) full months following the initial effective date of a Shelf Registration filed pursuant to this Section 3, upon the request of Holder(s) of at least ten percent (10%) of the Registrable Securities then issued and outstanding, the Company shall, within thirty (30) days of such request, file a new Shelf Registration and shall thereafter use its reasonable best efforts to cause to be declared effective as promptly as practical, such new Shelf Registration; any such new Shelf Registration shall not be deemed a new Demand Registration for purposes of the limitation set forth in the final sentence of Section 3(a).
(e) The Company shall be entitled to postpone the filing of any Registration Statement otherwise required to be prepared and filed by the Company pursuant to this Section 3, or suspend the use of any effective Registration Statement under this Section 3, for a reasonable period of time, if the Board of Directors of the Company determines in the Board of Directors’ reasonable good faith judgment that the registration and distribution of the Registrable Securities covered or to be covered by such Registration Statement would (i) materially interfere with any pending material financing, acquisition, disposition, or corporate reorganization involving the Company or any of its subsidiaries, taken as a whole, (ii) require premature disclosure thereof, or (iii) be seriously detrimental to the Company and its shareholders, which such determination shall be made by a majority of the members then serving on the Company’s notice. Thereupon Board of Directors, and, following the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion of Registrable Securities making of any other such determination, promptly gives the Holders joining written notice of such determination (the period during which the filing of a Registration Statement is delayed pursuant to this Section 3(e) is referred to herein as a “Delay Period”); provided, however, that the aggregate number of days included in all Delay Periods during any consecutive twelve (12) months preceding any new Delay Period shall not exceed the aggregate of (x) forty-five (45) days minus (y) the number of days occurring during all Interruption Periods during such request as aforesaid.consecutive twelve (12)
Appears in 1 contract
Samples: Merger Agreement (Stratasys Inc)
Demand Registration. 1.2.1. At any time upon (i) On one occasion after the Initial Public Offering (IPO) date of the Company Closing of Biogen's first Share Purchase under this Article 3 but before the second anniversary of the closing date of the Merger, Biogen may request that all of the Shares owned by Biogen as of such date be registered under the Securities Act on a Registration Statement on Form S-3 (or a successor form) (the "Resale S-3"). ---------- Upon the receipt of such request Targeted shall use its Reasonable Commercial Efforts (as defined below) to effect the Resale S-3 as soon as practicable, at Targeted's expense, and thereafterto cause the Resale S-3 to remain effective until the earlier of 180 days from the effective date of the Resale S-3 and the date on which all the Shares covered by the Resale S-3 have been sold; provided, but however, that Targeted shall not be required to effect the Resale S-3 if (A) if Form S-3 is not available for such registration; (B) the Shares to be included in the Resale S-3 would have an aggregate price to the public of less than $1,000,000; (C) Targeted shall furnish to Biogen a certificate signed by the president of Targeted stating that (1) Targeted is engaged or has bona fide plans to engage in a registered public offering or is engaged in any other activity that, in the good faith judgment of Targeted's board of directors, would be adversely affected by the requested registration or (2) the requested registration would involve initial or continuing disclosure obligations that are not in the best interests of Targeted's shareholders at such time, in which event Targeted shall have the right to defer the filing of the Resale S-3 for a period of not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, the Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) 90 days after receipt of the Company’s noticerequest; or (D) Targeted has already effected a registration statement on Form S-3 or Form S-1 within the 180-day period preceding the date of such request. Thereupon As used in this Agreement, "Reasonable Commercial Efforts" shall be determined under the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion law of the Holders’ Registrable Securities state ----------------------------- of Delaware, and shall mean such good faith efforts as are specified consistent with efforts made by businesses of similar size and resources in a similar circumstance and context to achieve the particular result in a timely manner, but shall not require a party to take actions that would be commercially unreasonable to such party in that circumstance.
(ii) In the event Targeted effects the Resale S-3 pursuant to this Section 3.6.2
(a) Targeted shall indemnify and hold harmless Biogen, each underwriter of such Shares, if any, and each other person, if any, who controls Biogen or such underwriter within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which Biogen or such underwriter or controlling person may become subject under the Securities Act, the Exchange Act, state securities or blue sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on any untrue statement or alleged untrue statement of a material fact contained in the Resale S-3, any preliminary prospectus or final prospectus contained in the Resale S-3 (the "Prospectus"), ---------- or arise out of or are based on the omission or alleged omission to state a material fact required to be stated in the Resale S-3 or necessary to make the statements in the Resale S-3 not misleading; and Targeted will reimburse Biogen or such underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that Targeted will not be liable in any such case to the extent that any such loss, claim, damages or liability arises out of or is based on an untrue statement or alleged untrue statement or omission or alleged omission made in the Resale S-3, the Prospectus or any amendment or supplement of the Resale S-3 or the Prospectus in reliance on and in conformity with written information furnished to Targeted by or on behalf of Biogen expressly for use in the Resale S-3 or the Prospectus or any untrue statement in such request together with all such portion prospectus or omission of Registrable Securities of a material fact required to make a statement not misleading in the Prospectus that is corrected in any other Holders joining in such request as aforesaidsubsequent Prospectus that was delivered to Biogen before the pertinent sale or sales by Biogen.
Appears in 1 contract
Demand Registration. 1.2.1. (a) At any time upon after the Initial Public Offering (-------------------- expiration of six months after the IPO) , TDF may request the Company to register under the Securities Act all or a portion of the Company shares of Restricted Shares held by it for sale in the manner specified in such notice; provided, that (i) the reasonably anticipated -------- aggregate net proceeds to the sellers from such public offering would exceed $30,000,000, (ii) such request covers at least 5% of the Voting Securities then outstanding and thereafter, but not (iii) no such request may be made by TDF more than two once every nine months. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.02 within 90 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Shares shall have been entitled to join pursuant to Sections 4.01 or 4.03 and in which there shall have been effectively registered all shares of Restricted Shares as to which registration shall have been requested.
(2b) times during At any time after the term expiration of this Agreement (in six months after the aggregate, for all Holders)IPO, any Holder Stockholder or group of Holders Stockholders may request the Company to register under the Securities Act all or a portion of Registrable Securities which hold an the shares of Restricted Shares held by such Stockholder or group of Stockholders for sale in the manner specified in such notice; provided, that (i) the reasonably anticipated aggregate of net -------- proceeds to the sellers from such public offering would exceed $30,000,000, (ii) such request covers at least 12.55% (twelve and one half percent) of the Registrable Voting Securities then outstanding and (iii) no such request may be made by such Stockholders or group of Stockholders more than once every nine months. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.02 within 90 days after the effective date of a registration statement filed by the Company then issued covering a firm commitment underwritten public offering in which the holders of Restricted Shares shall have been entitled to join pursuant to Sections 4.01 or 4.03 and in which there shall have been effectively registered all shares of Restricted Shares as to which registration shall have been requested.
(the “Initiating Holders”)c) Following receipt of any notice under this Section 4.02, may request in writing (a “Demand”) that the Company uses shall immediately notify all holders of Restricted Shares from whom notice has not been received and shall use its best efforts to register such Holders’ Registrable Securities, or any part thereofunder the Securities Act, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) public sale in accordance with the provisions method of this Section 1.2disposition specified in such notice from requesting holders, provided however that the number of shares of Restricted Shares specified in such notice (and in all notices received by the Company from other holders within 20 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the holders of a Demand for registration majority of the shares of Restricted Shares to be sold in such offering may designate the United States or on any European exchange may only be effected after six (6) months from managing underwriter of such offering, subject to the consummation approval of the Company’s initial , which approval shall not be unreasonably withheld or delayed. The Company shall be obligated to register Restricted Shares pursuant to Section 4.02(a) on three occasions only and pursuant to Section 4.02(b) on three occasions only, provided, however, that such obligations shall be deemed satisfied only when a -------- ------- registration statement covering all shares of Restricted Shares specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering in offering, all such shares shall have been sold pursuant thereto unless (i) any such registration statement does not become effective due to the United States withdrawal thereof by or on such European exchange and provided further that the aggregate anticipated offering price request of such Registrable Securities equals at least US$4,000,000. A Demand, which has the holders of 66% of the shares of Restricted Shares to be registered or (ii) the reason all shares of Restricted Shares specified in notices pursuant to this Section 4.02 are not culminated in registered is due to a limitation on the registration of shares by the requested Registrable Securities, managing underwriter (which limitation shall be applied pro rata) and no more than 50% of the Restricted Shares so specified are not be counted registered as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action result of the Initiating Holderslimitation imposed by such managing underwriter or the voluntary withdrawal of any such shares from registration by the holder thereof.
1.2.2. As soon (d) The Company shall be entitled to include in any registration statement referred to in this Section 4.02, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, except as practicable after receipt and to the extent that, in the opinion of the Demandmanaging underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Shares to be sold. Except for registration statements on Forms X-0, X-0 or any successor thereto, the Company shall promptly give written will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4.02 90 days after the commencement of the proposed registration, qualification or compliance to all other Holders, and shall file a public offering of the Restricted Shares covered by the registration statement covering such shares and shall take all actions under its power and control requested pursuant to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) days after receipt of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidthis Section 4.02.
Appears in 1 contract
Samples: Stockholders Agreement (Crown Castle International Corp)
Demand Registration. 1.2.1. At (i) If, at any time upon following the Initial Public Offering earlier of (IPOI) the Option Period Expiry Date, (II) Option Closing Date, (III) the termination of the Exclusive Lead Sharing and Distribution Agreement, or (IV) December 31, 2017, the Company and thereaftershall receive a written request from the Investor that the Company effect an offering under the Securities Act of all or a portion of the Investor’s Company ADS’s, but not more than two which written request shall specify (2a) times during the term number of this Agreement Company ADSs that the Investor intends to dispose of pursuant to such offering (in the aggregate, for all Holders“Registrable Securities”), any Holder (b) the intended method or group methods of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) sale or disposition of the Registrable Securities and (c) the expected price range (net of underwriting discounts and commissions) acceptable to the Company then issued Investor to be received for such Registrable Securities (the “Initiating HoldersDemand Request”), may request then the Company shall:
(1) cause to be filed with the SEC, as soon as practicable, but in writing any event within 45 days of the date of delivery to the Company of the Demand Request, a registration statement on Form F-1 or, if eligible, a shelf registration statement pursuant to Rule 415 under the Exchange Act on Form F-3 (each, a “DemandRegistration Statement”) ), covering such Registrable Securities that the Company uses has been so requested to register by the Investor; and
(2) use its reasonable best efforts to register have such Holders’ Registration Statement declared effective by the SEC as soon as practicable thereafter, but in no event later than 120 days following the date of initial filing thereof with the SEC.
(ii) A registration requested pursuant to this Section 5.8 shall not be deemed to have been effected (a) unless a Registration Statement with respect thereto has become effective and remained effective until such time as all of the Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) Securities registered thereunder shall have been disposed of in accordance with the provisions intended methods of disposition by the Investor; provided, however, that such period shall not exceed 120 days, (b) 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 Entity for any reason and has not become effective within 30 days thereafter.
(iii) Investor’s right under this Section 1.2, provided however that 5.8(a) may be exercised not more than twice.
(iv) The Company will not be required to effect any registration in response to a Demand for registration in Request if the United States or on any European exchange may only be effected after six Company gives the Investor written notice within seven (67) months days from the consummation receipt of the Demand Request, that the Company is engaged in preparation of a registration statement for a firmly underwritten registered public offering (for which the registration statement must be filed within thirty (30) days of such Company’s initial notice to the Investor); provided that the Company is employing in good faith its reasonable best efforts to cause such firmly underwritten registered public offering in the United States or on such European exchange and to become effective, provided further that the aggregate anticipated if such firmly underwritten registered public offering price is not effected within sixty (60) days of such Registrable Securities equals at least US$4,000,000. A DemandCompany’s notice to the Investor, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, then the Company shall promptly give written notice effect the registration in response to the Demand Request as soon as practicable, but in any event within 30 days of expiration of the proposed registration, qualification or compliance foregoing 60 days.
(v) The information provided by the Investor pursuant to all other Holders, the sub items (b) and (c) of Section 5.8(a)(i) shall not bind the Investor in any way and shall file a registration statement covering such shares and shall take all actions under its power and control not obligate the Investor to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) days after receipt dispose of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidSecurities.
Appears in 1 contract
Demand Registration. 1.2.1. At (a) One or more owners of Registrable Shares (a "Holder" or "Holders") of not less than 20% of the Registrable Shares ("Initiating Holders") then outstanding may request at any time upon after the Initial Public Offering Effective Time registration by Albion under the Securities Act of resale of all or a part of such Holder's Registrable Shares (IPOa "Demand Registration").
(b) Notwithstanding subsection (a) above or anything else herein to the contrary, Albion shall not be obligated to effect more than one registration pursuant to this Article VII; provided, however, that any registration requested pursuant to this Article VII will not be deemed to have been effected (i) unless it has become effective and remained effective for the lesser of (1) the period necessary to complete the sale or disposition of the Company and thereafterRegistrable Shares covered by such Registration Statement, but not more than two or (2) times during 180 days after the term effective date of this Agreement (such Registration Statement, except with respect to any Registration Statement filed pursuant to Rule 415 under the Securities Act, in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses case Albion shall use its best efforts to register keep such Holders’ Registration Statement effective until such time as all of the Registrable SecuritiesShares cease to be Registrable Shares; (ii) 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 not attributable to the selling Holders and has not thereafter become effective, or (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than solely by reason of a failure on the part thereofof the selling Holders; provided, for trading on further, that any recognized European or United States securities exchange or quotation system (“Exchange”) such registration that does not become effective after Albion has filed a Registration Statement in accordance with the provisions of this Section 1.27.02 solely by reason of the refusal to proceed of the Holder or Holders who have requested the Demand Registration pursuant to subsection (a) above, provided however including failure to comply with the provisions of this Agreement (other than any refusal to proceed based upon the advice of counsel to such Holder or Holders that the Registration Statement, or the prospectus contained therein, contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, or that such Registration Statement or such prospectus, or the distribution contemplated thereby, otherwise violates or would, if such distribution using such prospectus took place, violate any applicable state or federal securities law) shall be deemed to have been effected by Albion at the request of such Holder or Holders.
(c) Notwithstanding subsection (a) above or anything else herein to the contrary, it is hereby agreed that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation Registration must cover no less than 50% of the Company’s initial public offering in Registrable Shares then outstanding. In the United States or on such European exchange and provided further event a Holder requests that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as Albion effect a Demand for the purposes of Registration pursuant to this sectionSection 7.02, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, the Company shall Albion will (i) promptly give written notice of the proposed registration, qualification or compliance registration to all other Holders, and shall file (ii) use its reasonable best efforts to effect the registration of the Registrable Shares specified in the request, together with the Registrable Shares of any other Holder joining in such request as are specified in a written request received by Albion within 20 days after receipt of the notice referred to in clause (i) above.
(d) If the managing underwriter in any registration statement covering effected under this Section 7.02 advises Albion that, in its reasonable opinion, the number of securities requested to be included in such shares and shall take all actions under its power and control registration exceeds the number that can be sold in such offering within a price range acceptable to the Holders of 66-2/3% of the Registrable Shares requested to be included in such registration, Albion, except as provided in the following sentence, will include in such registration, qualification or compliance all to the extent of the number and type that Albion is so advised can be sold in such offering, Registrable Securities held by Shares requested to be included in such registration, pro rata among the Holders who explicitly expressed their wish requesting such registration on the basis of the estimated gross proceeds from the sale thereof. If the total number of Registrable Shares requested to participate be included in such registration cannot be included as provided in the preceding sentence, holders of Registrable Shares requesting registration thereof pursuant to this Section 7.02, representing not less than 33-1/3% of the Registrable Shares with respect to which registration has been requested and constituting not less than 66-2/3% of the Initiating Holders, shall have the right to withdraw the request for registration by giving written notice to Albion within twenty (20) 20 days after receipt of such notice by Albion and, in the Company’s notice. Thereupon the Company event of such withdrawal, such request shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion not be counted for purposes of the Holders’ Registrable Securities as are specified in such request together with all such portion requests for registration to which holders of Registrable Securities of any other Holders joining in such request as aforesaidShares are entitled pursuant to this Section 7.02.
Appears in 1 contract
Demand Registration. 1.2.1. At (a) If at any time upon after the Initial Public Offering (IPO) of Eligible Time the Company and thereafter, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request Stockholder requests in writing (a “the "Stockholder Demand”") that the Company uses file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of Stockholder Shares, the Company shall, subject to Section 4.1, file such Registration Statement with the SEC within sixty (60) days after its best receipt of such request. The Company shall use commercially reasonable efforts to cause such Registration Statement to be declared effective as soon thereafter as practicable and keep such registration statement effective until the Stockholder notifies the Company in writing that the Company is no longer required to keep such Registration Statement effective. In no event, however, shall the Company be required to (i) effect more than three (3) registrations pursuant to this section,
(ii) keep any registration statement filed pursuant to this section effective for more than an aggregate of one hundred twenty (120) days, (iii) to register more than 10% of the Stockholder Shares in any single registration or (iv) effect more than one registration pursuant to this section in any 12-month period following the Eligible Time. The "Incidental Registration" rights of the Existing Stockholders, to the extent provided for in Section 4.2 of the Existing Registration Rights Agreement, shall be applicable to a registration effected pursuant to this Section 2.1.
(b) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to subparagraph (a):
(i) if the Company, within ten (10) days of the receipt of the Stockholder Demand, gives notice of its bona fide intention to effect the ---- ---- filing of a registration statement to register on behalf of the Company any of its common stock under the 1933 Act in connection with a public offering of such Holders’ Registrable Securitiescommon stock solely for cash with the SEC within sixty (60) days of receipt of such demand (other than a registration relating primarily to the sale of securities to participants in a Company stock plan or employee benefit plan, a transaction covered by Rule 145 under the 1933 Act or the resale of securities issued in such transaction, a registration in which the only stock being registered is common stock issuable upon conversion or exchange of debt securities which are also being registered or any part thereof, for trading registration on any recognized European or United States securities exchange or quotation system form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Stockholder Shares, any of which may hereafter be referred to as an "Excepted Registration --------------------- Statement"); provided, however, that if such registration statement is not filed --------- -------- ------- by the Company within sixty (“Exchange”60) days of receipt of such Stockholder Demand and declared effective by the Commission within ninety (90) days after the Company's receipt of such Stockholder Demand, the Company shall be obligated to cause such Stockholder Shares to be registered in accordance with the provisions of this Section 1.22.1 provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(ii) during the period starting with the Company's date of filing of, provided however that a Demand for and ending on the date ninety (90) days immediately following, the effective date of any registration in the United States or on any European exchange may only be effected after six (6) months from the consummation statement pertaining to securities of the Company (the "90-Day Postponement Period"), which registration was subject to -------------------------- Section 2.2 hereof; provided that if the Company’s initial public offering in , within the United States or on such European exchange and 90-Day Postponement Period, files any other registration statement (other than an Excepted Registration Statement), the Company will not be exempted from its obligations pursuant to this Section 2.1; provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in Company shall use commercially reasonable efforts to cause the registration of statement relating to the requested Registrable Securities, shall not Stockholder Demand to be counted as a Demand for filed and become effective within thirty (30) days after the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders90-Day Postponement Period.
1.2.2. As soon as practicable after receipt of (c) Notwithstanding the Demandforegoing, the Company shall promptly give written notice agrees to cause such Stockholder Shares to be registered in accordance with the provisions of Section 2.1(a) within one hundred twenty (120) days of the proposed registration, qualification or compliance to all other Holders, and shall file occurrence of the postponement of a registration statement covering such shares and shall take all actions under its power and control pursuant to include in such registration, qualification Sections 2.1(b)(i) or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) days after receipt of the Company’s notice. Thereupon 2.1(b)(ii); provided further that the Company shall take all reasonable actions under its power and control to effect such may not postpone a demand registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified more than once in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidtwelve (12) month period.
Appears in 1 contract
Demand Registration. 1.2.1. (a) At any time prior to such time as the rights under this Section 2 terminate with respect to a Holder as provided in Section 2(e) hereof, upon written notice from such Holder in the Initial Public Offering (IPOmanner set forth in Section 12(h) of hereof requesting that the Company and thereafter, but not more than two (2) times during effect the term registration under the Securities Act of this Agreement (in the aggregate, for any or all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities held by such Holder, which notice shall specify the intended method or methods of disposition of such Registrable Securities, the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses shall use its best efforts to register effect, in the manner set forth in Section 5, the registration under the Securities Act of such Holders’ Registrable Securities, or any part thereof, Securities for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) disposition in accordance with the provisions intended method or methods of this Section 1.2disposition stated in such request (including in an offering on a delayed or continuous basis under Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act, provided however that a Demand for registration in if (x) the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of Company is then eligible to register such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in on Form S-3 (or a successor form) for such offering and (y) the registration Company consents to such an offering (except that no consent of the requested Company will be required if the contemplated offering on a delayed or continuous basis under Rule 415 is the offering of Registrable SecuritiesSecurities upon the exercise, shall not be counted exchange or conversion of Exchangeable Securities as contemplated by Section 6 hereof)), provided that:
(i) if, within 5 business days of receipt of a Demand registration request pursuant to this Section 2(a), the Holder or Holders making such request are advised in writing that the Company has in good faith commenced the preparation of a registration statement for the purposes of this section, unless the reason for such lack of culmination was due an underwritten public offering prior to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demandnotice requesting registration pursuant to this Section 2(a) and the managing underwriter of the proposed offering has determined that in such firm's good faith opinion, a registration at the time and on the terms requested would materially and adversely affect the offering that is contemplated by the Company, the Company shall promptly give written notice not be required to effect a registration pursuant to this Section 2(a) (a "Transactional Deferral") until the earliest of (A) the abandonment of such offering by the Company, (B) 60 days after receipt by the Holder or Holders requesting registration of the proposed registrationmanaging underwriter's written opinion referred to above in this clause (i), qualification unless the registration statement for such offering has become effective and such offering has commenced on or compliance prior to all other Holderssuch 60th day, and (C) if the registration statement for such offering has become effective and such offering has commenced on or prior to such 60th day, the day on which the restrictions on the Holders contained in Section 10 hereof lapse, provided, however, that the Company shall not be permitted to delay a requested registration in reliance on this clause (i) more than once in any 12-month period;
(ii) if, while a registration request is pending pursuant to this Section 2(a), the Company determines, following consultation with and receiving advice from its legal counsel, that the filing of a registration statement would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential and the disclosure of which the Company determines reasonably and in good faith would have a material adverse effect on the Company, the Company shall not be required to effect a registration pursuant to this Section 2(a) until the earlier of (A) the date upon which such material information is otherwise disclosed to the public or ceases to be material and (B) 90 days after the Company makes such determination;
(iii) the Company shall not be obligated to file a registration statement covering relating to a registration request pursuant to this Section 2: (A) prior to the first anniversary of the closing of the Public Offering, (B) within a period of 365 calendar days after the effective date of any other registration statement of the Company demanded pursuant to this Section 2(a), or (C) if such shares registration request is for a number of Registrable Securities having a Fair Market Value on the business day immediately preceding the date of such registration request of less than $50,000,000.00; and
(iv) the Company shall not be obligated to file a registration statement relating to a registration request pursuant to this Section 2: (A) in the case of a registration request by Xxxxxx or any Permitted Transferee that has acquired, in the transaction in which it became a Permitted Transferee, at least a majority of the then issued and outstanding Voting Stock, on more than three occasions after such time as Xxxxxx or such Permitted Transferee, as the case may be, owns less than a majority of the voting power of the outstanding capital stock of the Company (it being acknowledged that so long as Xxxxxx or such Permitted Transferee owns a majority of the voting power of the outstanding capital stock of the Company, there shall take all actions under be no limit to the number of occasions on which Xxxxxx or such Permitted Transferee may exercise such rights in accordance with, and subject to, the other provisions hereof), or (B) in the case of a Holder other than Xxxxxx or a Permitted Transferee described in clause (A) above, on more than the number of occasions permitted such Holder in accordance with Section 11 hereof.
(b) Notwithstanding any other provision of this Agreement to the contrary:
(i) a registration requested by a Holder pursuant to this Section 2 shall not be deemed to have been effected (and, therefore, not requested for purposes of Section 2(a)), (A) unless the registration statement filed in connection therewith has become effective, (B) if after such registration statement has become effective, it becomes subject to any stop order, or there is issued an injunction or other order or decree of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder, which injunction, order or decree prohibits or otherwise materially and adversely affects the offer and sale of the Registrable Securities so registered prior to the completion of the distribution thereof in accordance with the plan of distribution set forth in the registration statement or (C) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied by reason of some act, misrepresentation or omission by the Company and are not waived by the purchasers or underwriters; and
(ii) nothing herein shall modify a Holder's obligation to pay Registration Expenses, in accordance with Section 4 hereof, that are incurred in connection with any withdrawn registration requested by such Holder.
(c) In the event that any registration pursuant to this Section 2 shall involve, in whole or in part, an underwritten offering, Holders owning at least 50.1% of the Fair Market Value of the Registrable Securities to be registered in connection with such offering shall have the right to designate an underwriter reasonably satisfactory to the Company as the lead managing underwriter of such underwritten offering, and the Company shall have the right to designate one underwriter reasonably satisfactory to such Holders as a co-manager of such underwritten offering.
(d) The Company shall have the right to cause the registration of additional securities for sale for the account of any person (including the Company) in any registration of Registrable Securities requested by any Holder pursuant to Section 2(a) only to the extent the managing underwriter or other independent marketing agent for such offering (if any) determines that, in its power opinion, the additional securities proposed to be sold will not materially and control adversely affect the offering and sale of the Registrable Securities to include be registered in accordance with the intended method or methods of disposition then contemplated by such registration, qualification or compliance all Holder. The rights of a Holder to cause the registration of additional Registrable Securities held by such Holder in any registration of Registrable Securities requested by another Holder pursuant to Section 2(a) shall be governed by the agreement of the Holders who explicitly expressed their wish with respect thereto as provided in Section 11(a).
(e) The Company shall not be obligated to participate in file a registration statement relating to a registration request by a Holder pursuant to this Section 2 from and after such registration within twenty time as such Holder first owns Registrable Securities representing (20) days after receipt assuming for this purpose the conversion, exchange or exercise of all Registrable Securities then owned by such Holder that are convertible into or exercisable or exchangeable for Voting Stock of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion ) less than 10% of the Holders’ Registrable Securities as are specified in such request together with all such portion then issued and outstanding Voting Stock of Registrable Securities of any other Holders joining in such request as aforesaidthe Company.
Appears in 1 contract
Demand Registration. 1.2.1. (i) At any time upon on or after the Initial Public Offering date of this ! Agreement, the Grantee may make a written request to the Company for registration under the Securities Act (IPOa "DEMAND REGISTRATION") of all or part of the shares of Common Stock constituting its Registerable Securities; provided, however, that, (A) the Company and thereafter, but shall not be required to effect more than two one (21) times during Demand Registration pursuant to this Agreement, (B) the term number of this Agreement shares of Common Stock proposed to be registered by the Grantee shall not be less than 490,500 shares (in subject to appropriate adjustments to reflect stock splits, stock dividends, corporate recapitalizations or similar transactions) as of the aggregate, for all Holders), any Holder or group date of Holders the written request and (C) the Grantee shall be the holder as of Registrable Securities which hold an aggregate the date of the written request of at least 12.550% (twelve and one half percent) of the Registrable then outstanding shares of Common Stock that constitute Registerable Securities of hereunder.
(ii) Within ten (10) days after receipt by the Company then issued (the “Initiating Holders”), may of a written request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the DemandRegistration, the Company shall promptly give written notice (the "NOTICE") of the proposed registration, qualification or compliance such request to all Persons Beneficially Owning shares of Common Stock who are contractually entitled (other Holders, and shall file a than pursuant to this Agreement) to include their shares of Common Stock in such registration statement covering and, subject to subsection (c)(i) below, shall include in such registration statement all shares and shall take all actions under its power and control of Common Stock that the Company has received written requests for inclusion therein within ten (10) days after the Notice is given. Thereafter, subject to subsection (c)(i) below, the Company may elect to include in such registration, qualification or compliance all Registrable Securities held registration shares of Common Stock to be sold by Holders who explicitly expressed their wish to participate in such registration within twenty (20) days after receipt of the Company’s notice. Thereupon All requests made pursuant to this Section 1(a) shall specify the Company shall take all reasonable actions under its power class and control aggregate number of Registerable Securities to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidbe registered.
Appears in 1 contract
Demand Registration. 1.2.1. At any time (a) If upon the Initial Public Offering earlier of (IPOi) August 30, 2010 or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company and thereafter, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of receives a request from Holders of Registrable Securities which hold an aggregate of the Requisite Threshold (as defined below) that the Company effect a registration with respect to at least 12.5% twenty percent (twelve and one half percent20%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $40 million), then the Company then issued shall (i) within ten (10) days after the date such request is given, give notice thereof (the “Initiating Holders”), may request in writing (a “DemandDemand Notice”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of all Holders other than the Initiating Holders.
1.2.2. As ; and (ii) as soon as practicable practicable, and in any event within sixty (60) days after receipt of the Demand, date such request is given by the Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Initiating Holders, and shall file a registration statement under the Securities Act covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by that the Initiating Holders who explicitly expressed their wish requested to participate be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after receipt of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(b) and 2.1(c).
(b) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s notice. Thereupon Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, for a period of not more than ninety (90) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than twice in any twelve (12) month period. For the purposes of determining whether the Company has invoked this right in any twelve (12) month period, such calculation shall also include any delay of a registration statement pursuant to Section 2.3(b).
(c) The Company shall not be obligated to effect, or to take all any action to effect, any registration pursuant to this Section 2.1 (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable actions under its power and control efforts to effect cause such registration as required and as would permit and facilitate statement to become effective; (ii) if it delivers notice to the sale and distribution of all such portion holders of the Holders’ Registrable Securities as are specified in within thirty (30) days of any registration request of its intent to file a registration statement for such request together with all such portion initial public offering within ninety (90) days; (iii) after the Company has effected two registrations pursuant to this Section 2.1; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3. A registration shall not be counted as “effected” for purposes of any other this Section 2.1 until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders joining withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Section 2.7, in which case such request withdrawn registration statement shall be counted as aforesaid“effected” for purposes of this Section 2.1.
Appears in 1 contract
Samples: Stockholder Rights Agreement (Everyday Health, Inc.)
Demand Registration. 1.2.1. At any time upon the Initial Public Offering (IPOi) of the Company and thereafter, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Any Holder or group of Holders of Registrable Securities which hold an aggregate of that holds at least 12.5% (twelve and one half percent) 3,329,479 of the Registrable Securities of the Company then issued (as adjusted in each case to reflect splits, combinations, dividends and recapitalizations) (the “Initiating HoldersHolder”) that desires to sell shall have the option and right, exercisable by delivering a written notice to the Partnership (a “Demand Notice”), may request to require the Partnership to, pursuant to the terms of and subject to the limitations contained in writing (this Agreement, prepare and file with the Commission a “Demand”) that Registration Statement registering the Company uses its best efforts to register such Holders’ offering and sale of the number and type of Registrable Securities, or any part thereof, for trading Securities on any recognized European or United States securities exchange or quotation system (“Exchange”) the terms and conditions specified in the Demand Notice in accordance with the provisions intended timing and method or methods of distribution thereof specified in the Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 (the “Demand Registration”).
(ii) Within two (2) Trading Days of the receipt of the Demand Notice, the Partnership shall give written notice of such Demand Notice to all Holders and shall, subject to the limitations of this Section 1.22(a), provided however file a Registration Statement covering all of the Registrable Securities that a the Holders shall in writing request (such request to be given to the Partnership within three (3) days of receipt of such notice of the Demand Notice given by the Partnership pursuant to this Section 2(a)(ii)) to be included in such Demand Registration as promptly as practicable as directed by the Initiating Holder in accordance with the terms and conditions of the Demand Notice and use all commercially reasonable efforts to cause such Registration Statement to become effective under the Securities Act and remain effective under the Securities Act for registration in the United States or on any European exchange may only be effected after not less than six (6) months from following the consummation Effective Date or such shorter period when all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”); provided, however, (i) that the Partnership shall not be required to effect the registration of Registrable Securities pursuant to this Section 2(a) unless at least an aggregate of 3,329,479 of the Company’s initial public offering Registrable Securities (as adjusted in each case to reflect splits, combinations, dividends and recapitalizations) are offered or the United States or on such European exchange and provided further that the Registrable Securities are offered at an aggregate anticipated proposed offering price of such Registrable Securities equals at least US$4,000,000. A Demandnot less than $25 million and (ii) the Effectiveness Period shall be extended by one (1) day for each additional day during any Suspension Period in effect following the Effective Date applicable thereto pursuant to Section 2(a)(iv).
(iii) Subject to the other limitations contained in this Agreement, which has the Partnership is not culminated obligated hereunder to effect more than (A) one (1) Demand Registration in the registration any twelve (12) month period and (B) a total of four (4) Demand Registrations pursuant to this Agreement; provided however, that if Section 7.12 of the requested Registrable SecuritiesLP Agreement is amended and NGP VIII and/or any of its Affiliates had registration rights under such section immediately prior to such amendment, then the total number of Demand Registrations pursuant to this Agreement shall be increased to seven (7) less any demand registrations effected on behalf of NGP VIII and/or any of its Affiliates pursuant to Section 7.12(a) or (b) of the LP Agreement.
(iv) Notwithstanding any other provision of this Section 2(a), the Partnership shall not be counted as required to: (A) file a Registration Statement pursuant to this Section 2(a) during the period starting with the date thirty (30) days prior to a good faith estimate by the General Partner, of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Partnership initiated registration; provided that the Partnership is actively employing commercially reasonable efforts to cause such registration statement to become effective; (B) effect a registration or file a Registration Statement for a period of up to one hundred twenty (120) days after the date of a Demand Notice for registration pursuant to this Section 2(a) if at the time of such request (1) the Partnership is engaged, or has plans to engage, within thirty (30) days of the time of such Demand Notice, in a firm commitment underwritten public offering of Common Units), or (2) the Partnership is currently engaged in a self-tender or exchange offer and the filing of a Registration Statement would cause a violation of the Exchange Act; or (C) effect a registration or file a Registration Statement for a period of up to ninety (90) days, if (1) the General Partner determines that a postponement is in the best interest of the Partnership and its Limited Partners generally due to a pending transaction involving the Partnership, (2) the General Partner determines such registration would render the Partnership unable to comply with applicable securities laws or (3) the General Partner determines such registration would require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential (any such period, a “Suspension Period”); provided, however, that (i) in no event shall the Partnership postpone or defer any Demand Registration pursuant to this Section 2(a)(iv) and/or Section 7(g) for more than an aggregate of one hundred twenty (120) days in any twelve (12) month period, (ii) in the event the Partnership postpones or defers any Demand Registration pursuant to Section 2(a)(iv)(C)(2) or (3), then during such Suspension Period, the Partnership shall not engage in any transaction involving the offer, issuance, sale, or purchase of Partnership Securities (whether for the purposes of this section, unless the reason for such lack of culmination was due to an action benefit of the Initiating Holders.
1.2.2. As soon Partnership or a third Person), except transactions involving the issuance or purchase of Partnership Securities as practicable after receipt of contemplated by Partnership employee benefit plans or employee or director arrangements or the DemandWarrants, and (iii) in the event the Partnership postpones or defers any Demand Registration pursuant to Section 2(a)(iv)(C)(1), then during such Suspension Period, the Company Partnership shall promptly give written notice (to the extent it has the contractual right) not permit any other holder of the proposed registration, qualification registration rights to effect a registration or compliance to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control statement.
(v) Notwithstanding any other provision of this Section 2(a), if (A) the Holders intend to include in such registration, qualification or compliance all distribute the Registrable Securities held covered by Holders who explicitly expressed their wish to participate in such registration within twenty a Demand Registration by means of an underwriting and (20B) days after receipt of the Company’s notice. Thereupon managing underwriter advises the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate Partnership that the sale and distribution inclusion of all such portion of the Holders’ Registrable Securities as are specified in the subject Registration Statement would likely have an adverse effect in any material respect on the price, timing or distribution of the Partnership Securities proposed to be included in such request together with offering or the market for the Common Units, then the Partnership shall so advise all such portion Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall, subject to any preferential rights to be included pursuant to the Pre-Existing Rights, be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. In the event that the managing underwriter limits the number of Registrable Securities to be included in the Registration Statement pursuant to this Section 2(a)(v), unless at least the lesser of 80% of the aggregate Registrable Securities set forth in such Holders’ written requests pursuant to Section 2(a)(ii) and 8,323,696 Registrable Securities are included in the subject Registration Statement, such Demand Registration shall not be considered for purposes of the limitations set forth in Section 2(a)(iii).
(vi) The Partnership may include in any such Demand Registration other Partnership Securities for sale for its own account or for the account of any other Holders joining Person; provided that if the managing underwriter for the offering determines that the number of Partnership Securities proposed to be offered in such offering would likely have an adverse effect in any material respect on the price, timing or distribution of the Partnership Securities proposed to be included in such offering or the market for the Common Units, then, subject to any Pre-Existing Rights, the Registrable Securities to be sold by the Holders shall be included in such registration before any Partnership Securities proposed to be sold for the account of the Partnership or any other Person.
(vii) Subject to the limitations contained in this Agreement, the Partnership shall effect any Demand Registration on Form S-3 (except if the Partnership is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such Demand Registration shall be effected on another appropriate form for such purpose pursuant to the Securities Act) and if the Partnership becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Demand Registration for any offering and selling of Registrable Securities through a firm commitment underwriting shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Partnership); provided, however, that if at any time a Registration Statement on Form S-3 is effective and a Holder provides written notice to the Partnership that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Partnership will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place.
(viii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Partnership shall, (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such states as the Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Partnership would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be necessary or appropriate or reasonably requested by the Holders to enable the Holders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof.
(ix) In the event a Holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the Partnership shall amend or supplement such Registration Statement as aforesaidmay be necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to such Registration Statement; provided that in no event shall the Partnership be required to file a post-effective amendment to the Registration Statement unless (A) such Registration Statement includes only Registrable Securities held by the Holder, Affiliates of the Holder or transferees of the Holder or (B) the Partnership has received a written consent therefor from every Person for whom Partnership Securities have been registered on (but not yet sold under) such Registration Statement, other than the Holder, Affiliates of the Holder or transferees of the Holder.
Appears in 1 contract
Samples: Registration Rights Agreement (Eagle Rock Energy Partners L P)
Demand Registration. 1.2.1. At any time upon the Initial Public Offering (IPO) of the Company and thereafterIf, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2two occasions subsequent ------------------- to March 15, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand2000, the Company shall receive a written request from Eligible Holders who in the aggregate own (or upon exercise of all Warrants then outstanding would own) 30% of the Warrant Shares to register the sale of all or part of such Warrant Shares, the Company shall, at the Company's sole expense (other than the underwriting discounts, if any, payable in respect of the Warrant Shares sold by any Eligible Holder) within 60 days of the receipt of such request, prepare and file with the Commission a registration statement registering the Warrant Shares and will use all reasonable efforts through its officers, directors, auditors and counsel to (a) cause such registration statement to become effective as promptly as practicable and (b) if requested, keep such registration statement effective for at least 24 months, provided that -------- the Company shall not be required to register the sale of Warrant Shares in an amount that is less than 1% (on a fully diluted basis) of the Company's outstanding Common Stock. Within three Business Days after receiving any request contemplated by this Section 6.02, the Company shall give written notice of the proposed registration, qualification or compliance to all other Eligible Holders, advising each of them that the Company is proceeding with such registration and shall file a registration statement covering such shares and shall take all actions under its power and control offering to include therein all or any portion of any such other Eligible Holder's Warrant Shares, provided that the -------- Company receives a written request to do so from such Eligible Holder within 30 days after receipt by him or it of the Company's notice. If, in connection with any underwritten registration initiated pursuant to this Section 6.02, the underwriter of such registrationregistration advises the Eligible Holders that marketing factors require a limitation of the number of shares to be underwritten, qualification or compliance all Registrable Securities held no Warrant Shares requested by Holders who explicitly expressed their wish an Eligible Holder to participate be included in such registration within twenty (20) days after receipt of shall be excluded from the Company’s notice. Thereupon the Company shall take underwriting unless all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as securities other than Warrant Shares are specified in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidfirst excluded.
Appears in 1 contract
Demand Registration. 1.2.12.1 Registration Other Than on Form F-3 or Form S-3. At Subject to the terms of this Agreement, at any time upon or from time to time after the Initial Public Offering date that is six (IPO6) months after the closing of the Company and thereafterIPO, but not the Holders holding fifteen percent (15%) or more than two (2) times during of the term of this Agreement (in the aggregatethen outstanding Series A Registrable Securities, for all Holders), any Holder or group of Holders of Series B Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the or Series C Registrable Securities of the Company then issued (the “Initiating Holders”)Securities, respectively, may request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ effect a Registration and a listing of the Series A Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Series B Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested or Series C Registrable Securities, shall not be counted as a Demand for respectively, on the purposes of this section, unless stock exchange on which the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2Ordinary Shares are then listed. As soon as practicable after Upon receipt of the Demandsuch a request, the Company shall (x) promptly give written notice of the proposed registration, qualification or compliance Registration to all other Holders, and (y) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Initiating Holders may request. The Company shall file be obligated to effect no more than three (3) Registrations pursuant to this Section 2.1 that have been declared and ordered effective.
2.2 Registration on Form F-3 or Form S-3. Subject to the terms of this Agreement, if the Company qualifies for Registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), any Holder may request the Company to file, in any jurisdiction in which the Company has had a registered underwritten public offering, a Registration Statement on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), including without limitation any registration statement covering filed under the Securities Act providing for the registration of, and the sale on a continuous or a delayed basis by such shares and shall take Holder of, all actions under its power and control to include in such registrationof the Series A Registrable Securities, qualification Series B Registrable Securities or compliance all Series C Registrable Securities held by Holders who explicitly expressed their wish such Holder pursuant to participate in such registration within twenty (20) days after Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission. Upon receipt of the Company’s notice. Thereupon such a request, the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion (i) promptly give written notice of the Holders’ proposed Registration to all other Holders and (ii) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities as are specified in such request the request, together with all such portion of any Registrable Securities of any other Holders joining Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and qualified for sale and distribution in such request as aforesaidjurisdiction. The Company shall be obligated to effect no more than two (2) Registrations that have been declared and ordered effective within any twelve (12)-month period pursuant to this Section 2.2.
Appears in 1 contract
Demand Registration. 1.2.1. At (i) Subsequent to a Qualified IPO, and subject to applicable Gaming Laws and the limitations contained in the following paragraphs of this Section 11.10, at any time upon and from time to time any Member or Members holding in the Initial Public Offering (IPO) aggregate at least 15% of the outstanding Class A Units or Reclassified Securities may deliver to the Company and thereafter, but not more than two (2) times during a written request for the term of this Agreement (in registration by the aggregate, for all Holders), any Holder or group of Holders of Registrable Company under the Securities which hold an aggregate Act of at least 12.510% (twelve and one half percent) of the outstanding Registrable Securities of the Company then issued (the “Initiating Holders”Shares; provided, however, that with respect to any requests under this Section 11.10(a), may the anticipated aggregate gross proceeds covered by the request in writing (a “Demand”) that the Company uses its best efforts shall be equal to register or exceed $15,000,000. Upon such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demandrequest, the Company shall shall:
(A) promptly (but in any event within five (5) days) give written notice of the proposed registration, qualification or compliance such request for registration pursuant to Section 11.10(a)(i) to all other Holdersholders of Registrable Shares, and all such holders of Registrable Shares shall file a registration statement covering such shares and shall take all actions under its power and control have the right, exercisable by written notice to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration the Company within twenty (20) days after following their receipt of such notice, to elect to include in the Company’s notice. Thereupon registration pursuant to Section 11.10(a)(i) such portion of their Registrable Shares as they may request; and
(B) promptly use its best efforts to effect the registration under the Securities Act of such Registrable Shares.
(ii) Notwithstanding anything contained in Section 11.10(a)(i) to the contrary, the Company shall take all reasonable actions under its power and control not be obligated to effect any registration of Registrable Shares under the Securities Act, except in accordance with the following provisions:
(A) The Company shall not be obligated to file and cause to become effective more than three (3) registration statements pursuant to a demand made on the Company pursuant to Section 11.10(a)(i) on Form S-1 (or any successor form thereto), nor shall the Company be obligated to effect any demand registration within one hundred eighty (180) days after the effective date of a previous demand registration; provided that each holder who owns at least 25% of the Registrable Shares on the Chapter 11 Plan Effective Date will be entitled to one (1) demand registration in addition to the foregoing.
(B) Any registration initiated by a Member pursuant to Section 11.10(a)(i) shall not count as a registration for purposes of Section 11.10(a)(i)(A) unless and until such registration as required shall have become effective and as would permit at least 80% of the Registrable Shares requested to be included in any registration pursuant to Section 11.10(a)(i) shall have been actually sold.
(C) With respect to any demand registration pursuant to Section 11.10(a)(i), the Company shall give notice of such registration to the Qualified Holders who own Registrable Shares and facilitate have not requested registration hereunder and, upon the sale and distribution request of any such Qualified Holder to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall use its best efforts to cause all such portion Registrable Shares to be included in such registration on the same terms and conditions as the Securities otherwise being sold in such registration; provided, however, that if the managing underwriter advises the Company that the aggregate number of Registrable Shares requested to be included in such registration exceeds the largest number that can be included in such registration without materially adversely affecting the distribution (including pricing) of the Holders’ Registrable Securities as are specified Shares proposed to be included in such request together with all such portion registration, then the number of Registrable Securities of any other Holders joining Shares proposed to be included in such registration shall be included in the following order:
(1) first, the Registrable Shares requested to be included therein by the holders requesting the registration (or, if necessary, such Registrable Shares pro rata among such holders based upon the number of Registrable Shares held by each such holder); and
(2) second, to the extent that the number of Registrable Shares to be registered is less than the largest number that can be included in such registration without materially adversely affecting the distribution (including pricing) of the Registrable Shares proposed to be included in such registration, other Registrable Shares requested to be included in such registration pro rata among the holders thereof.
(D) If any Member so elects, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The requesting Member shall select one (1) or more nationally-recognized firms of investment bankers and managing underwriters to administer such offering. No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell its Securities on the basis provided in any underwriting arrangements approved by such Person or Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.
(E) At any time before the registration statement covering such Registrable Shares becomes effective, the requesting Member may request as aforesaidby written notice to the Company to withdraw the registration statement.
(F) With respect to any request for registration pursuant to this Section 11.10(a), if (i) the Board reasonably and in good faith determines that such filing would be materially detrimental to the Company (including with respect to any Gaming Law or Gaming License held by the Company) or require a disclosure of a material fact that might reasonably be expected to have a material and adverse effect on the Company or any or any of its subsidiaries or any plan or proposal by the Company or any of its subsidiaries to engage in any acquisition or disposition of assets or equity Securities (other than in the ordinary course of business) or any merger, consolidation, tender offer, material financing or other significant transaction, and (ii) the Company shall furnish the holders of Registrable Shares who have requested such registration a certificate signed by an executive officer of the Company to such effect, the Company may postpone for up to ninety (90) days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 11.10(a); provided that the Company may not postpone the filing or the effectiveness of a registration statement pursuant to this Section 11.10(a) for more than one hundred twenty (120) days during any twelve (12) month period.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Majestic Holdco, LLC)
Demand Registration. 1.2.1. At (a) If the Company shall receive at any time upon after the Initial Public Offering earlier of (IPOi) of the Company and thereafterAugust 17, but not more than two 2002 or (2ii) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months after the effective date of the first registration statement under the Securities Act for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction), a written request from the consummation Holders of at least a majority of the Company’s initial public offering in the United States or on such European exchange and provided further Registrable Securities then outstanding that the aggregate anticipated offering price of such Registrable Company file a registration statement under the Securities equals at least US$4,000,000. A Demand, which has not culminated in Act covering the registration of Registrable Securities in which the requested Registrable Securitiesanticipated aggregate offering price, shall not be counted as a Demand for net of underwriting discounts and commissions, would equal or exceed $10,000,000, then the purposes of this sectionCompany shall, unless the reason for such lack of culmination was due to an action within ten (10) days of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demandthereof, the Company shall promptly give written notice of the proposed registration, qualification or compliance such request to all other HoldersHolders and shall, subject to the limitations of Section 1.2(b), use its best efforts to effect as soon as practicable, and shall file a in any event within ninety (90) days of the receipt of such request, the registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance the Securities Act of all Registrable Securities held by which the Holders who explicitly expressed their wish request to participate in such registration be registered within twenty (20) days of the mailing of such notice by the Company in accordance with Section 3.6.
(b) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the Company’s notice. Thereupon request of the Initiating Holders; provided, however, that the -------- ------- Company may not utilize this right more than once in any twelve-month period.
(c) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2:
(i) After the Company has effected one (1) registration pursuant to this Section 1.2 and such registration has been declared or ordered effective;
(ii) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred fifty (150) days after the effective date of, a registration described in Section 1.3; provided that the Company is actively employing in good faith all reasonable actions under its power and control efforts to effect cause such registration as required and as would permit and facilitate statement to become effective; or
(iii) If the sale and distribution Initiating Holders propose to dispose of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion shares of Registrable Securities of any other Holders joining in such that may be immediately registered on Form S-3 pursuant to a request as aforesaidmade pursuant to Section 1.4.
Appears in 1 contract
Samples: Investors' Rights Agreement (Moai Technologies Inc)
Demand Registration. 1.2.1. (a) At any time prior to such time as the rights under this Section 2 terminate with respect to a Holder as provided in Section 2(e) hereof, upon written notice from such Holder in the Initial Public Offering (IPOmanner set forth in Section 12(h) of hereof requesting that the Company and thereafter, but not more than two (2) times during effect the term registration under the Securities Act of this Agreement (in the aggregate, for any or all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities held by such Holder, which notice shall specify the intended method or methods of disposition of such Registrable Securities, the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses shall use its best efforts to register effect, in the manner set forth in Section 5, the registration under the Securities Act of such Holders’ Registrable Securities, or any part thereof, Securities for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) disposition in accordance with the provisions intended method or methods of this Section 1.2disposition stated in such request (including in an offering on a delayed or continuous basis under Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act, provided however that a Demand for registration in if (x) the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of Company is then eligible to register such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in on Form S-3 (or a successor form) for such offering and (y) the registration Company consents to such an offering (except that no consent of the requested Company will be required if the contemplated offering on a delayed or continuous basis under Rule 415 is the offering of Registrable SecuritiesSecurities upon the exercise, shall not be counted exchange or conversion of Exchangeable Securities as contemplated by Section 6 hereof)), provided that:
(i) if, within 5 business days of receipt of a Demand registration request pursuant to this Section 2(a), the Holder or Holders making such request are advised in writing that the Company has in good faith commenced the preparation of a registration statement for the purposes of this section, unless the reason for such lack of culmination was due an underwritten public offering prior to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demandnotice requesting registration pursuant to this Section 2(a) and the managing underwriter of the proposed offering has determined that in such firm's good faith opinion, a registration at the time and on the terms requested would materially and adversely affect the offering that is contemplated by the Company, the Company shall promptly give written notice not be required to effect a registration pursuant to this Section 2(a) (a "Transactional Deferral") until the earliest of (A) the abandonment of such offering by the Company, (B) 60 days after receipt by the Holder or Holders requesting registration of the proposed registrationmanaging underwriter's written opinion referred to above in this clause (i), qualification unless the registration statement for such offering has become effective and such offering has commenced on or compliance prior to all other Holderssuch 60th day, and (C) if the registration statement for such offering has become effective and such offering has commenced on or prior to such 60th day, the day on which the restrictions on the Holders contained in Section 10 hereof lapse, provided, however, that the Company shall not be permitted to delay a requested registration in reliance on this clause (i) more than once in any 12-month period;
(ii) if, while a registration request is pending pursuant to this Section 2(a), the Company determines, following consultation with and receiving advice from its legal counsel, that the filing of a registration statement would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential and the disclosure of which the Company determines reasonably and in good faith would have a material adverse effect on the Company, the Company shall not be required to effect a registration pursuant to this Section 2(a) until the earlier of (A) the date upon which such material information is otherwise disclosed to the public or ceases to be material and (B) 90 days after the Company makes such determination;
(iii) the Company shall not be obligated to file a registration statement covering relating to a registration request pursuant to this Section 2: (A) prior to the first anniversary of the closing of the Public Offering, (B) within a period of 365 calendar days after the effective date of any other registration statement of the Company demanded pursuant to this Section 2(a), or (C) if such shares registration request is for a number of Registrable Securities having a Fair Market Value on the business day immediately preceding the date of such registration request of less than $50,000,000.00; and
(iv) the Company shall not be obligated to file a registration statement relating to a registration request pursuant to this Section 2: (A) in the case of a registration request by Zapaxx xx any Permitted Transferee that has acquired, in the transaction in which it became a Permitted Transferee, at least a majority of the then issued and outstanding Voting Stock, on more than three occasions after such time as Zapaxx xx such Permitted Transferee, as the case may be, owns less than a majority of the voting power of the outstanding capital stock of the Company (it being acknowledged that so long as Zapaxx xx such Permitted Transferee owns a majority of the voting power of the outstanding capital stock of the Company, there shall take all actions under be no limit to the number of occasions on which Zapaxx xx such Permitted Transferee may exercise such rights in accordance with, and subject to, the other provisions hereof), or (B) in the case of a Holder other than Zapaxx xx a Permitted Transferee described in clause (A) above, on more than the number of occasions permitted such Holder in accordance with Section 11 hereof.
(b) Notwithstanding any other provision of this Agreement to the contrary:
(i) a registration requested by a Holder pursuant to this Section 2 shall not be deemed to have been effected (and, therefore, not requested for purposes of Section 2(a)), (A) unless the registration statement filed in connection therewith has become effective, (B) if after such registration statement has become effective, it becomes subject to any stop order, or there is issued an injunction or other order or decree of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder, which injunction, order or decree prohibits or otherwise materially and adversely affects the offer and sale of the Registrable Securities so registered prior to the completion of the distribution thereof in accordance with the plan of distribution set forth in the registration statement or (C) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied by reason of some act, misrepresentation or omission by the Company and are not waived by the purchasers or underwriters; and
(ii) nothing herein shall modify a Holder's obligation to pay Registration Expenses, in accordance with Section 4 hereof, that are incurred in connection with any withdrawn registration requested by such Holder.
(c) In the event that any registration pursuant to this Section 2 shall involve, in whole or in part, an underwritten offering, Holders owning at least 50.1% of the Fair Market Value of the Registrable Securities to be registered in connection with such offering shall have the right to designate an underwriter reasonably satisfactory to the Company as the lead managing underwriter of such underwritten offering, and the Company shall have the right to designate one underwriter reasonably satisfactory to such Holders as a co-manager of such underwritten offering.
(d) The Company shall have the right to cause the registration of additional securities for sale for the account of any person (including the Company) in any registration of Registrable Securities requested by any Holder pursuant to Section 2(a) only to the extent the managing underwriter or other independent marketing agent for such offering (if any) determines that, in its power opinion, the additional securities proposed to be sold will not materially and control adversely affect the offering and sale of the Registrable Securities to include be registered in accordance with the intended method or methods of disposition then contemplated by such registration, qualification or compliance all Holder. The rights of a Holder to cause the registration of additional Registrable Securities held by such Holder in any registration of Registrable Securities requested by another Holder pursuant to Section 2(a) shall be governed by the agreement of the Holders who explicitly expressed their wish with respect thereto as provided in Section 11(a).
(e) The Company shall not be obligated to participate in file a registration statement relating to a registration request by a Holder pursuant to this Section 2 from and after such registration within twenty time as such Holder first owns Registrable Securities representing (20) days after receipt assuming for this purpose the conversion, exchange or exercise of all Registrable Securities then owned by such Holder that are convertible into or exercisable or exchangeable for Voting Stock of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion ) less than 10% of the Holders’ Registrable Securities as are specified in such request together with all such portion then issued and outstanding Voting Stock of Registrable Securities of any other Holders joining in such request as aforesaidthe Company.
Appears in 1 contract
Demand Registration. 1.2.1. (a) At any time upon following the Initial Public Offering six month anniversary of the Closing, if the Company is unable to file, cause to be effective or maintain the effectiveness of a Shelf Registration Statement as required under Section 5.01, the Investor shall have the right, by delivering a written notice to the Company (IPOa “Demand Notice”), to require the Company to register under and in accordance with the provisions of the Securities Act the number of Registrable Securities Beneficially Owned by the Investor that are not, at the time such Demand Notice is received by the Company, subject to the restrictions of ýSection 4.02(a) of this Agreement and requested by the Investor in such Demand Notice to be so registered (a “Demand Registration”); provided, however, that (i) the Company and thereafter, but shall not be required to effect more than three (3) Demand Registrations for underwritten offerings pursuant to this Section 5.02(a); (ii) the Company shall not be required to effect a Demand Registration if the Investor has sold Registrable Securities pursuant to a Shelf Registration Statement within the preceding twelve (12) month period; (iii) the Investor shall not be entitled to deliver to the Company more than two (2) times during the term of this Agreement Demand Registrations in any twelve (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of 12) month period; and (iv) a Demand Registration may not be made until at least 12.5% one hundred and twenty (twelve and one half percent120) days after the date of a prior Demand Registration, and, in any event, a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by the Investor is reasonably expected to result in aggregate gross cash proceeds in excess of One Hundred Million Dollars ($100,000,000) (without regard to any underwriting discount or commission); and provided, further, that the Investor shall not be entitled to request more than three (3) Company Supported Distributions in the aggregate (including Company Supported Distributions with respect to offerings under Section 5.01 of this Agreement; provided, however that in the event the Investor is required to sell shares of Common Stock pursuant to Section 4.03(b), and elects to sell such shares of Common Stock pursuant to a Company Supported Distribution, such Company Supported Distribution shall not count against the limit on the number of Company Supported Distributions set forth in this Section 5.02(a)). A Demand Registration may not exceed the greater of (i) the value of twelve million five hundred thousand (12,500,000) Shares or (ii) One Billion Dollars ($1,000,000,000) without the Company’s prior written consent (not to be unreasonably withheld, delayed or conditioned). A Demand Notice shall also specify the expected method or methods of disposition of the Company then issued (the “Initiating Holders”)applicable Registrable Securities. Following receipt of a Demand Notice, may request in writing (a “Demand”) that the Company uses its best shall use commercially reasonable efforts to register file, as promptly as reasonably practicable, but not later than ninety (90) days after receipt by the Company of such Holders’ Demand Notice, a Registration Statement relating to the offer and sale of the Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) Securities requested to be included therein by the Investor in accordance with the provisions methods of this Section 1.2, provided however that distribution elected (a “Demand for registration in Registration Statement”) and shall use commercially reasonable efforts to cause such Registration Statement to be declared effective under the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted Act as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon promptly as practicable after receipt the filing thereof, but in no event later than one hundred twenty (120) days following the date of filing the Registration Statement, it being agreed that if the Investor intends to distribute any Registrable Securities by means of an underwritten offering it shall promptly so advise the Company and the Company shall cooperate with the Investor to facilitate such distribution, including the actions required pursuant to Section 5.05(a)(vii) and, if a Company Supported Distribution is requested, Section 5.05(a)(xiii).
(b) If any of the DemandRegistrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter of such underwritten offering advises the Investor in writing that it is its good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering, together with any Other Securities proposed to be included by the Company or holders thereof which are entitled to include securities in such Registration Statement, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all such Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter can be sold without so adversely affecting such offering or the price of the Common Stock, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows:
(i) first, the Registrable Securities for which inclusion in such underwritten offering was requested by the Investor;
(ii) second, such number or dollar amount of Other Securities to be sold by the Company as the Company, acting in good faith, shall have determined; and
(iii) third, among any holders of Other Securities, pro rata, based on the number or dollar amount of Other Securities Beneficially Owned by each such holder of Other Securities.
(c) In the event of a Demand Registration, the Company shall promptly give written notice be required to maintain the continuous effectiveness of the proposed registrationapplicable Registration Statement for a period of at least thirty (30) days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold.
(d) The Investor shall have the right to notify the Company that it has determined that the Registration Statement relating to a Demand Registration be abandoned or withdrawn with respect to Registrable Securities, qualification in which event the Company shall promptly abandon or compliance withdraw such Registration Statement with respect to all other HoldersRegistrable Securities and such abandoned or withdrawn registration shall not count against the limit of Demand Registrations or Company Supported Distributions, as applicable; provided, however, that the Company shall not be required to pay for expenses of any registration proceeding begun pursuant to Section 5.02(a), which has been subsequently abandoned or withdrawn pursuant to this Section 5.02(d) at the request of the Investor, and shall file a registration statement covering such shares be reimbursed by the Investor for reasonable and shall take all actions under its power documented out-of-pocket expenses (including legal fees and control printing expenses) so incurred, unless the withdrawal is based upon material information concerning the Company that the Company has not (i) disclosed to include in such registration, qualification the Investor or compliance all Registrable Securities held by Holders who explicitly expressed their wish (ii) publicly disclosed prior to participate in such registration within twenty (20) days after receipt the date of the Company’s notice. Thereupon Demand Notice.
(e) Notwithstanding anything contained herein to the contrary, with the prior written consent of the Investor (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall take be entitled to coordinate (but not in violation of Section 5.02) any offerings under this Section 5.02 with any offerings to be effected pursuant to similar agreements with the holders of Other Securities, including, if practicable, by filing one Registration Statement for all reasonable actions Other Securities.
(f) In the event that the number or dollar amount of securities to be registered in a particular Demand Registration is limited by the SEC or otherwise under its power and control applicable Law, the Company may reduce the number or dollar amount of securities to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified be registered in such request together with all Demand Registration to such portion number or dollar amount of Registrable Securities of any other Holders joining in such request securities as aforesaidallowed by the SEC and applicable Law.
Appears in 1 contract
Demand Registration. 1.2.1. (a) At any time upon after the earliest of: (i) the five-year anniversary of the consummation of the Initial Public Offering (IPOthe “IPO Date”), (ii) the date upon which at least 10% of the Company and thereafter, but not more than two (2) times during the term Company’s shares of this Agreement (Class A Common Stock issued in the aggregateInitial Public Offering are held separately and not in the form of XXXx so that a separate trading market in the Class A Common Stock has developed and has subsisted for at least 180 days, for all Holders)as evidenced by the listing of the Class A Common Stock on the American Stock Exchange, any Holder other national stock exchange or group of Holders of Registrable Securities which hold an aggregate of Nasdaq or any other national quotation system, provided that at least 12.5% one year has elapsed since the IPO Date; and (twelve and one half percentiii) any earlier date, provided that the Company first confirms that the exercise of the Registrable Securities registration rights will not adversely affect the Company’s treatment of the Company then issued XXXx and the Senior Subordinated Notes separate from the XXXx for financial reporting purposes (the “Initiating HoldersDemand Rights Effective Date”), a BRS Entity or a BRS Demand Transferee, a Canterbury Entity, a Protostar Entity, a Canterbury Demand Transferee or a Protostar Demand Transferee may make a written request in writing (a “Demand”) that for registration with the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) SEC under and in accordance with the provisions of this Section 1.2the Securities Act of all or part of its, his or her Registrable Securities; provided, that B&G Foods may, if the Board so determines in the exercise of its reasonable judgment that it would be inadvisable to effect such Demand Registration at such time, defer such Demand Registration for a single period not to exceed 180 days.
(b) BRS Entities, Canterbury Entities and Protostar Entities (including each of their respective Demand Transferees) shall each be entitled to two (2) Demand Registrations per year following the Demand Rights Effective Date, provided however that no such Demand Registration request shall be made within 6 months of any Incidental Registration or Demand Registration. A C-4 Demand Registration request by a Shareholder will not count as the use by such Shareholder of his, her or its Demand Registration request unless and until the requested Demand Registration has become effective under the Securities Act, and unless such Shareholder shall have been able to register and sell at least 75% of the Registrable Securities initially requested to be registered by it pursuant hereto; provided further, however, that in any event, B&G Foods will pay all Registration Expenses in connection with any Demand Registration initiated by such Shareholder whether or not it has become effective.
(c) The total amount of securities proposed to be sold in a Demand for registration in the United States or on any European exchange may only Registration must be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as [_________________].
(d) If a Demand for Registration involves a Public Offering and the purposes of this sectionmanaging underwriter(s) shall advise B&G Foods that, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demandin its view, the Company amount of securities proposed to be sold in such Demand Registration will exceed the Maximum Offering Size, B&G Foods shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all up to the Maximum Offering Size, so many of the securities proposed to be registered as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, the Registrable Securities held by Holders who explicitly expressed their wish requested to participate be included in such registration within twenty Demand Registration by the Selling Shareholder(s), (20ii) days after receipt of second, the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified requested to be included in such request together with Demand Registration by the Shareholders other than the Selling Shareholder(s) and (iii) third, any XXXx, Class A Common Stock, Class B Common Stock or Senior Subordinated Notes proposed to be registered by B&G Foods; provided that (y) if all the Registrable Securities requested to be included in such portion Demand Registration by members of any group set forth above are not to be included, selection of Registrable Securities to be included from within such group shall be made pro rata based on the number of Registrable Securities that each member of such group shall have requested to be included therein, and (z) if any other Holders joining Shareholder has requested inclusion in such request Demand Registration and if 10% or more of the Registrable Securities requested to be included by such Shareholder are not so included, such Shareholder shall be entitled to an additional Demand Registration hereunder on the same terms and conditions as aforesaidwould have applied to such Shareholder had such earlier Demand Registration not been effected.
(e) B&G Foods shall have the right to preempt the exercise of a Demand Registration by offering to repurchase the shares of Class B Common Stock sought to be registered for the per share fair market value of such Class B Common Stock determined in accordance with Section 5.1 of the Agreement.
Appears in 1 contract
Demand Registration. 1.2.1. At (a) If at any time upon after the Initial Public Offering (IPO) of date hereof, the Company and thereafter, but not more than two (2) times during shall receive a written request from the term of this Agreement (in Stockholder that the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate Company file a registration statement under the Act covering the registration of at least 12.5% twenty five percent (twelve and one half percent25%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $5,000,000), then the Company shall:
(i) effect as soon as practicable, and in any event within 90 days after receipt of such request, the registration under the Act of all Registrable Securities which the Stockholder request to be registered.
(b) If the Stockholder intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to subsection 1.2(a). The underwriter or underwriters will be selected by the Stockholder and shall be reasonably acceptable to the Company. The Stockholder (together with the Company as provided in subsection 1.4(e)) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
(c) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2:
(i) if more than one registration has been effected pursuant to this Section 1.2 in any preceding twelve (12) month period and such registration has been declared or ordered effective, or more than two such registrations have been declared or ordered effective overall;
(ii) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the Company then issued date of filing of, and ending on a date 2 ninety (90) days after the “Initiating Holders”)effective date of, may request in writing (a “Demand”) registration subject to Section 1.3 hereof; provided that the Company uses its best is actively employing in good faith all reasonable efforts to register cause such Holders’ registration statement to become effective;
(iii) If the Stockholder proposes to dispose of shares of Registrable Securities, or any part thereof, for trading Securities that may be immediately registered on any recognized European or United States securities exchange or quotation system Form S-3 pursuant to a request made pursuant to Section 1.10 below; or
(“Exchange”iv) in accordance with if the provisions Company shall furnish to the Stockholder a certificate signed by the Chairman of this Section 1.2, provided however the Board stating that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from good faith judgment of the consummation Board of Directors of the Company’s initial public offering in , it would be seriously detrimental to the United States or on such European exchange Company and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason its stockholders for such lack of culmination was due registration statement to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demandbe effected at such time, in which event the Company shall promptly give written notice have the right to defer such filing for a period of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty not more than ninety (2090) days after receipt of the Company’s notice. Thereupon request of the Stockholder; provided that such right to delay a request, whether pursuant to this Section 1.2 or Section 1.10, shall be exercised by the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified not more than once in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidtwelve (12) month period.
Appears in 1 contract
Demand Registration. 1.2.1. At (i) If at any time upon following the Initial Public Offering End Date, and subject to the conditions of this Section 2, the Company shall receive a written request from Purchasers collectively holding at least fifty percent (IPO50%) of the Registrable Securities (the “Initiating Purchasers”) that the Company file a registration statement under the 1933 Act or effect a registration for a public offering in the United States and/or in a jurisdiction or jurisdictions of Canada, covering the registration of at least twenty-five percent (25%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and thereaftercommissions, but would exceed US$5,000,000), then the Company shall, promptly, and in any event within twenty (20) days of the receipt thereof, give written notice of such request to all Purchasers, and subject to the limitations of this Section 2, use its reasonable best efforts to effect, as expeditiously as practicable, the registration under the 1933 Act or the Applicable Canadian Securities Laws of all Registrable Securities that the Purchasers request to be registered. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416) or the Applicable Canadian Securities Laws, such indeterminate number of additional shares of Common Shares resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Registration Statement (and each amendment or supplement thereto) shall be provided in accordance with Section 3(d) to the Purchasers and their counsel prior to its filing. The Company must effect an unlimited number of registrations pursuant to this Section 2(a); provided, however, that the Company shall not be obligated to effect (A) a registration covering the sale of Registrable Securities for an aggregate public offering price of less than US$5,000,000, (B) more than two (2) times during such registrations in any 12-month period, or (C) any registration at a time when it is keeping three (3) such registrations effective.
(A) For so long as the term Company is eligible to use a Form F-3 or Form S-3 registration statement, as applicable, or any successor form, and upon the written request of this Agreement the Initiating Purchasers: (in 1) the aggregateRegistration Statement prepared by the Company shall be filed on Form F-3 or Form S-3, for as applicable, and shall cover the resale of all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) such maximum portion of the Registrable Securities of as would be permitted to be registered by the Company then issued SEC for an offering to be made on a continuous basis pursuant to Rule 415, (2) the “Initiating Holders”), may request Prospectus shall contain (except if otherwise directed by a majority in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action interest of the Initiating Holders.
1.2.2. As soon Purchasers or otherwise required pursuant to written comments received from the SEC upon a review of such Registration Statement) the “Plan of Distribution” section in substantially the form attached hereto as practicable after receipt of the DemandExhibit A, and (3) the Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty any prospectus supplement (20) days after receipt of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect such registration as required and by Rule 430B) pursuant to Rule 424(b)(7) under the 1933 Act as would permit and facilitate may be required in order for such Registration Statement to be used by each Purchaser for the sale and distribution resale of all such portion of the Holders’ its Registrable Securities as are specified in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidSecurities.
Appears in 1 contract
Samples: Registration Rights Agreement (Glencore International PLC)
Demand Registration. 1.2.1. At any time (a) The Buyer agrees that, upon the Initial Public Offering (IPO) request of the Company and thereafterParent, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, the Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and shall it will file a registration statement covering such (a “Registration Statement”) under the Securities Act as to the number of shares and shall take all actions under its power and control to include of Registrable Securities specified in such registrationrequest (a “Demand Registration”); provided that (i) the Company shall not be required to file a Registration Statement prior to such time as all financial statements required under the Securities Act to be included therein are available and all required accountants’ consents have been obtained; (ii) the Company shall not be required to file a Registration Statement with respect to more than 80% of the Shares prior to the first anniversary of the Closing Date; (iii) the Buyer shall not be required to file more than three Registration Statements; (iv) the Parent shall not make more than one request for a Demand Registration in any twelve month period, qualification or compliance all (v) the Company shall not be required to file a Registration Statement with respect to less than the lesser of (A) 20% of the Shares and (B) Shares having a value based on the average closing price of Buyer Common Stock for the thirty (30) day period prior to the date of such request for a Demand Registration of not less than $20,000,000, (vi) any sales of Registrable Securities held by Holders who explicitly expressed their wish Securities, other than pursuant to participate an Underwritten Registration, shall be subject to the limitation set forth in such registration Section 4.01(b), (vii) the Buyer shall not be required to effect a Demand Registration if within twenty (20) 10 days after receipt of a request therefor, the Company’s notice. Thereupon Buyer provides written notice of its bona fide intention to file within 60 days a registration statement for an underwritten public offering of securities for its own account, and (viii) the Company Buyer shall take all reasonable actions under its power and control not be required to effect such a Demand Registration during the period from the date of filing of, and ending 90 days after the effective date of, any registration as required and as would permit and facilitate statement for an underwritten public offering of securities for the sale and distribution of all such portion account of the Holders’ Registrable Buyer. Buyer’s right to block or defer a Demand Registration pursuant to this Article 3 may be exercised only once in any 12- month period. During any period that a Demand Registration is blocked or deferred pursuant to this Section 3.01, Buyer shall not file a Registration Statement under the Securities as are specified in such request together with all such portion Act covering the resale of Registrable Securities securities of the Buyer for the account of any other Holders joining stockholder of Buyer.
(b) In the case of an Underwritten Registration, the Parent shall select the lead underwriter, any additional underwriters, and any additional investment bankers and managers to be used in such request as aforesaidconnection with the offering, subject to the Buyer’s reasonable approval.
(c) Without the consent of the Parent, no securities other than Registrable Securities shall be included in a Demand Registration.
Appears in 1 contract
Demand Registration. 1.2.1. At (a) If at any time upon after the Initial Public Offering earlier of (IPOi) January 1, 2018 and (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company and thereafter, but not more than two receives either (2x) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of a written request from Holders of Registrable Securities which hold an aggregate of at least 12.5% twenty-five percent (twelve and one half percent25%) of the Registrable Securities then outstanding or (y) a written request from the Series D-1 Lead Investor, that the Company file a Form S-1 registration statement with respect to at least twenty-five percent (25%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million) (which request will specify the amount and intended method of disposition thereof, which at any time after the one-year anniversary of the IPO may be pursuant to a shelf registration statement utilizing Rule 415 of the Securities Act (or a successor provision) (a “Shelf Registration Statement”)), then the Company then issued shall (i) within ten (10) days after the date such request is given, give notice thereof (the “Initiating Holders”), may request in writing (a “DemandDemand Notice”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of all Holders other than the Initiating Holders.
1.2.2. As ; and (ii) as soon as practicable practicable, and in any event within sixty (60) days after receipt of the Demanddate such request is given by the Initiating Holders, file a Form S-1 registration statement under the Company shall promptly give written notice of Securities Act covering all Registrable Securities that the proposed registration, qualification or compliance Initiating Holders requested to all be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, and shall file a registration statement covering as specified by notice given by each such shares and shall take all actions under its power and control Holder to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.
(b) If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a written request from one or more Holders of Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $1 million (which request will specify the amount and intended method of disposition thereof, which may be pursuant to a Shelf Registration Statement), then the Company shall (i) within ten (10) days after receipt the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.
(c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s notice. Thereupon Board of Directors it would be materially detrimental to the Company and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other shareholder during such ninety (90) day period other than an Excluded Registration.
(d) The Company shall not be obligated to effect, or to take all any action to effect, any registration pursuant to Section 2.1(a) (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable actions under its power and control efforts to effect cause such registration as required and as would permit and facilitate statement to become effective, (ii) if the sale and distribution Initiating Holders propose to dispose of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.1(b), (iii) pursuant to Section 2.1(a)(x) after the Company has effected two registrations pursuant to Section 2.1(a)(x) or (iv) pursuant to Section 2.1(a)(y) after the Company has effected two registrations pursuant to Section 2.1(a)(y); provided, however, for purposes of any clauses (iii) and (iv), sales (including Shelf Take-Downs (whether or not marketed) and Underwritten Shelf Take-Downs) pursuant to the applicable registration shall not count against the limits in clauses (iii) and (iv). A registration shall not be counted as “effected” for purposes of this Section 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Section 2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 2.1(d), except as provided in Section 2.6.
(e) Any of the Holders whose Registrable Securities have been registered pursuant to a Shelf Registration Statement may initiate an offering or sale of Registrable Securities pursuant to such Shelf Registration (each, a “Shelf Take-Down”) and such Holder shall not be required to permit the offer and sale of Registrable Securities by other Holders joining in connection with such Shelf Take-Down. If the Initiating Holders so elect by written request to the Company, a Shelf Take-Down may be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”), and the Company shall, if so requested, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as aforesaidsoon as practicable.
Appears in 1 contract
Demand Registration. 1.2.1. (a) At any time and from time to time, Investor may make written requests on the Company for the registration under the Securities Act of the shares of Company common stock (the "Common Stock") issuable upon conversion of the Initial Public Offering Series A Shares (IPOthe "Conversion Shares") having an anticipated aggregate offering price (net of discounts and commissions) of the at least $5,000,000. The Company and thereafter, but not shall have no obligation to file more than two (2) times during registration statements under the term of this Agreement Securities Act with respect to such requests; provided, however, that if the Conversion Shares may be -------- ------- registered on Form S-3 (in the aggregate, for all Holdersor any successor form with similar "short form" disclosure requirements), any Holder the Investor shall have unlimited rights to request registration of its Conversion Shares on Form S-3 (or group such successor form), provided, however, that each such registration of Holders -------- ------- Conversion Shares shall have an anticipated aggregate offering price (net of Registrable Securities which hold an aggregate discounts and commissions) of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may $500,000. Each such request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration described in the United States or on any European exchange may only preceding two sentences shall be effected after six hereinafter referred to as a "Demand Registration." Any Demand Registration will specify the number of Conversion Shares proposed to be sold and will also specify the intended method of disposition thereof.
(6b) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall will not be counted deemed to have been effected as a Demand Registration unless it has been declared effective by the Commission and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, however, that if, -------- ------- after it has become effective, the offering of shares of Common Stock pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the Commission or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of the shares of Common Stock pursuant to the registration at any time within one hundred eighty (180) days after the effective date of the registration statement, such registration will be deemed not to have been effected. If (i) a registration requested pursuant to this Section 10.1 is deemed not to have been effected or (ii) the registration requested pursuant to this Section 10.1 does not remain effective for a period of at least one hundred eighty (180) days beyond the purposes of this sectioneffective date thereof or, unless the reason for such lack of culmination was due with respect to an action underwritten offering of Conversion Shares, until ninety (90) days after the commencement of the Initiating Holders.
1.2.2. As soon as practicable after receipt distribution by the Investor of the DemandConversion Shares included in such registration statement, then the Company shall promptly give written notice of the proposed registration, qualification or compliance continue to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) days after receipt of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control be obligated to effect such registration as required and as would permit and facilitate the sale and distribution of pursuant to this Section 10.1. The Investor shall be permitted to withdraw all such portion or any part of the Holders’ Registrable Securities Conversion Shares from a Demand Registration at any time prior to the effective date of such Demand Registration.
(c) If the Investor so elects, the offering of Conversion Shares pursuant to Demand Registration shall be in the form of an underwritten offering. The Investor shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as are specified the lead managing underwriter (the "Underwriter") in connection with such request together offering and shall select any additional investment bankers and managers to be used in connection with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidthe offering.
Appears in 1 contract
Samples: Series a Convertible Preferred Stock Purchase Agreement (Audible Inc)
Demand Registration. 1.2.1. At If at any time upon prior to eight (8) years from the Initial Public Offering (IPO) date of the Company Closing, AER shall receive a written request from Purchaser who is then holding Shares, Conversion Shares, the Warrant and thereafterWarrant Shares representing at least 25% of the Common Stock issuable upon conversion of the Shares or exercise of the Warrant that AER file a registration statement under the Securities Act, but not more than two (2) times during covering the term of this Agreement (in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate registration of at least 12.5% $500,000 of shares of Common Stock owned by Purchaser, Keystone, Inc., Xxxxx X. Xxxxx, Xxxx X. Xxxxxxx or "affiliates" or "associates" thereof, as such terms are defined in the Securities Act (twelve collectively, the "Third Party Shareholders") to the extent such shares of Common Stock are not then freely tradable under the Securities Act. Purchaser and one half percentany Third Party Shareholder shall have ten (10) days in which to notify AER of its intention to join in the Registrable Securities request to register its shares. Not later than ninety (90) days after receipt by AER of the Company then issued (the “Initiating Holders”a written request for a demand registration pursuant to this Section 4(a), may request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, the Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and AER shall file a registration statement covering with the Commission relating to the shares as to which such shares request for a demand registration relates (the "Requested Shares") and AER shall take all actions under use its power and control best efforts to include in such registrationcause the registration statement (which may cover, qualification without limitation, an offering on a delayed or compliance all Registrable Securities held by Holders who explicitly expressed their wish continuous basis open for up to participate in such registration within twenty one hundred eighty (20180) days after receipt of pursuant to Commission Rule 415) for the Company’s noticeRequested Shares to become effective under the Securities Act. Thereupon the Company AER shall take all reasonable actions under its power and control be obligated to effect only three (3) registrations pursuant to this Section 4(a) for Purchaser and the Third Party Shareholders together, and only if the proposed aggregate selling price in any such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidoffering is at least $500,000.
Appears in 1 contract
Demand Registration. 1.2.1. (a) At any time prior to such time as the rights under this Section 2 terminate with respect to a Holder as provided in Section 2(e) hereof, upon written notice from such Holder in the Initial Public Offering (IPOmanner set forth in Section 13(h) of hereof requesting that the Company and thereafter, but not more than two (2) times during effect the term registration under the Securities Act of this Agreement (in the aggregate, for any or all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities held by such Holder, which notice shall specify the intended method or methods of disposition of such Registrable Securities, the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses shall use its best efforts to register effect, in the manner set forth in Section 5, the registration under the Securities Act of such Holders’ Registrable Securities, or any part thereof, Securities for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) disposition in accordance with the provisions intended method or methods of this Section 1.2disposition stated in such request (including in an offering on a delayed or continuous basis under Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act, provided however that a Demand for registration in if (x) the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of Company is then eligible to register such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in on Form S-3 (or a successor form) for such offering and (y) the registration Company consents to such an offering (except that no consent of the requested Company will be required if the contemplated offering on a delayed or continuous basis under Rule 415 is the offering of Registrable SecuritiesSecurities upon the exercise, shall not be counted exchange or conversion of Exchangeable Securities as contemplated by Section 6 hereon), PROVIDED that:
(i) if, within five (5) business days of receipt of a Demand registration request pursuant to this Section 2(a), the Holder or Holders making such request are advised in writing that the Company has in good faith commenced the preparation of a registration statement for the purposes of this section, unless the reason for such lack of culmination was due an underwritten public offering prior to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demandnotice requesting registration pursuant to this Section 2(a) and the managing underwriter of the proposed offering has determined, and set forth in writing to said Holder or Holders, that in such firm's good faith opinion, a registration at the time and on the terms requested would materially and adversely affect the offering that is contemplated by the Company, the Company shall promptly give written notice not be required to effect a registration pursuant to this Section 2(a) (a "Transactional Deferral") until the earliest of (A) the abandonment of such offering by the Company, (B) 60 days after receipt by the Holder or Holders requesting registration of the proposed registrationmanaging underwriter's written opinion referred to above in this clause (i), qualification unless the registration statement for such offering has become effective and such offering has commenced on or compliance prior to all other Holderssuch 60th day, and (C) if the registration statement for such offering has become effective and such offering has commenced on or prior to such 60th day, the day on which the restrictions on the Holders contained in Section 10 hereof lapse, PROVIDED HOWEVER, that the Company shall not be permitted to delay a requested registration in reliance on this clause (i) more than once in any 12-month period;
(ii) if, while a registration request is pending pursuant to this Section 2(a), the Company is advised in writing by its legal counsel that the filing of a registration statement would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential and the disclosure of which the Company determines reasonably and in good faith would have a material adverse effect on the Company, the Company shall not be required to effect a registration pursuant to this Section 2(a) until the earlier of (A) the date upon which such material information is otherwise disclosed to the public or ceases to be material and (B) 90 days after the Company makes such determination;
(iii) the Company shall not be obligated to file a registration statement covering relating to a registration request pursuant to this Section 2: (A) prior to the first anniversary of the closing of the Public Offering, (B) within a period of 365 calendar days after the effective date of any other registration statement of the Company demanded pursuant to this Section 2(a), or (C) if such shares registration request is for a number of Registrable Securities having a Fair Market Value on the business day immediately preceding the date of such registration request of less than $50,000,000; and
(iv) the Company shall not be obligated to file a registration statement relating to a registration request pursuant to this Section 2: (A) in the case of a registration request by BCC or any Permitted Transferee that has acquired, in the transaction in which it became a Permitted Transferee, at least a majority of the then issued and outstanding Voting Stock, on more than three occasions after such time as BCC or such Permitted Transferee, as the case may be, owns less than a majority of the voting power of the outstanding capital stock of the Company (it being acknowledged that so long as BCC or such Permitted Transferee owns a majority of the voting power of the outstanding capital stock of the Company, there shall take all actions under be no limit to the number of occasions on which BCC or such Permitted Transferee may exercise such rights), or (B) in the case of a Holder other than BCC or a Permitted Transferee described in clause (A) above, on more than the number of occasions permitted such Holder in accordance with Section 11 hereof.
(b) Notwithstanding any other provision of this Agreement to the contrary:
(i) a registration requested by a Holder pursuant to this Section 2 shall not be deemed to have been effected (and, therefore, not requested for purposes of Section 2(a)), (A) unless the registration statement filed in connection therewith has become effective, (B) if after such registration statement has become effective, it becomes subject to any stop order, or there is issued an injunction or other order or decree of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder, which injunction, order, or decree prohibits or otherwise materially and adversely affects the offer and sale of the Registrable Securities so registered prior to the completion of the distribution thereof in accordance with the plan of distribution set forth in the registration statement, or (C) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied by reason of some act, misrepresentation, or omission by the Company and are not waived by the purchasers or underwriters; and
(ii) nothing herein shall modify a Holder's obligation to pay Registration Expenses, in accordance with Section 4 hereof, that are incurred in connection with any withdrawn registration requested by such Holder.
(c) In the event that any registration pursuant to this Section 2 shall involve, in whole or in part, an underwritten offering, Holders owning at least 50.1% of the Fair Market Value of the Registrable Securities to be registered in connection with such offering shall have the right to designate an underwriter reasonably satisfactory to the Company as the lead managing underwriter of such underwritten offering, and the Company shall have the right to designate one underwriter reasonably satisfactory to such Holders as a co-manager of such underwritten offering.
(d) The Company shall have the right to cause the registration of additional securities for sale for the account of any person (including the Company) in any registration of Registrable Securities requested by any Holder pursuant to Section 2(a) only to the extent the managing underwriter or other independent marketing agent for such offering (if any) determines that, in its power opinion, the additional securities proposed to be sold will not materially and control adversely affect the offering and sale of the Registrable Securities to include be registered in accordance with the intended method or methods of disposition then contemplated by such registration, qualification or compliance all Holder. The rights of a Holder to cause the registration of additional Registrable Securities held by such Holder in any registration of Registrable Securities requested by another Holder pursuant to Section 2(a) shall be governed by the agreement of the Holders who explicitly expressed their wish with respect thereto as provided in Section 11(a).
(e) The Company shall not be obligated to participate in file a registration statement relating to a registration request by a Holder pursuant to this Section 2 from and after such registration within twenty time as such Holder first owns Registrable Securities representing (20) days after receipt assuming for this purpose the conversion, exchange, or exercise of all Registrable Securities then owned by such Holder that are convertible into or exercisable or exchangeable for Voting Stock of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion ) less than 10% of the Holders’ Registrable Securities as are specified in such request together with all such portion then issued and outstanding Voting Stock of Registrable Securities of any other Holders joining in such request as aforesaidthe Company.
Appears in 1 contract
Demand Registration. 1.2.1. At any time upon Commencing 180 days after the Initial Public Offering (IPO) of the Company and thereafterOffering, but not more than two (2) times during the term of this Agreement (Investors holding at least 20%, in the aggregate, for all Holders), any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities then outstanding (determined in accordance with Section 2(b)) may at any time make a written request for registration of not less than 10% of the Registrable Securities then held by all of the holders of Registrable Securities under the Securities Act, and under the securities or blue sky laws of any jurisdiction reasonably designated by such Investors (collectively, the “Demanding Holders”); provided, that (i) subject to Section 3(c) below, the Company will not be required to effect more than three registrations at the request of the Investors pursuant to this Section 3(a), (ii) the Company will not be required to effect such registration within the period beginning on the effective date of a registration statement to be filed by the Company or on its behalf covering a firm commitment underwritten public offering and ending on the expiration of any lock-up period (not to exceed one hundred eighty (180) days following the effective date of such registration statement) required by the underwriters, (iii) the Company will not be required to effect any such registration if the Company has effected a registration pursuant to this Section 3 within the twelve (12) month period immediately prior to such registration request and (iv) if the Company shall furnish to such holders a certificate signed by the Chairman of the Board of Directors of the Company then issued (stating that in good faith judgment of the “Initiating Holders”), may request in writing (a “Demand”) that Board of Directors it would be seriously detrimental to the Company uses or its best efforts stockholders for a registration statement to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration be filed in the United States or on any European exchange may only be effected after six (6) months from the consummation of near future, then the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due obligation pursuant to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, the Company shall promptly give written notice of the proposed registration, qualification or compliance Section 3(a) hereof to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control with the Commission relating to include in such registration, qualification or compliance all the Registrable Securities held by Holders who explicitly expressed their wish as to participate in which such registration within twenty request for a Demand Registration relates shall be deferred for a period not to exceed ninety (2090) days after from the date of receipt of the Company’s notice. Thereupon written request; provided, however, that the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified may not utilize this right more than once in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidtwelve (12) month period.
Appears in 1 contract
Samples: Registration Rights Agreement (Republic Companies Group, Inc.)
Demand Registration. 1.2.1. (a) At any time upon the Initial Public Offering (IPO) of the Company and thereafterthat any Minority Investor holds Current Equity Securities, but not more than two (2) times during the term of this Agreement (in the aggregatesuch Minority Investor may, for all Holders)once only, any Holder or group of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing that the Company effect the registration with the SEC for resale by such Minority Investor of all or a portion of such Current Equity Securities held by such Minority Investor (a “DemandDemand Registration”); provided that:
(i) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions no exercise of this Section 1.2, provided however that a Demand for registration Registration may result in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial a public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals which would reasonably be expected to be less than $25 million (ii) each Minority Investor may effect one Demand Registration pursuant to this Section 4.1 notwithstanding any Demand Registration that may have been effected by any other Minority Investor at least US$4,000,000. A Demandany other time (it being understood, which for the avoidance of doubt, that no Minority Investor has not culminated in the registration of the requested Registrable Securities, shall not be counted as effected a Demand Registration prior to the date hereof, notwithstanding the Registration), and
(iii) a request for registration shall be disregarded for the purposes of this section, unless limitation if
(A) the reason for registration statement relating to such lack of culmination was due to an action request is not declared effective within 180 days of the Initiating Holders.date such registration statement is first filed with the SEC,
1.2.2. As soon as practicable after receipt (B) prior to the sale of at least 80% of the DemandEquity Securities included in the registration relating to such request, such registration or listing is adversely affected by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved within 30 days of the date of such order, or
(C) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration or listing relating to such request are not satisfied (other than as a result of a default or breach thereunder by a Minority Investor). In connection with a Demand Registration, at the request of the Minority Investors, the Company shall promptly give written use its commercially reasonable efforts to cause there to be an underwritten offering in accordance with the terms of this Article IV. In connection with a Demand Registration, the Company shall have the right to select the underwriters to administer the offering, subject to the reasonable approval of the Minority Investors participating in such offering.
(b) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect or complete any such registration pursuant to Section 4.1(a):
(i) following the filing of, and for 180 days immediately following the effective date of (but in no event later than 270 days immediately following the filing date of) any registration statement or offering document pertaining to Equity Securities of the Company (other than a registration or listing of securities with respect to an employee benefit plan, pursuant to Form S-8, pursuant to Form S-3 if a shelf filing for a secondary offering of securities, similar registrations or listings in non-U.S. jurisdictions, to the extent applicable, or a registration or listing of other than Equity Securities), if the Company actively employed in good faith commercially reasonable best efforts to cause such registration statement or offering document to become effective; or
(ii) if the Company has furnished to the Minority Investors a certificate signed by the President of the Company (x) giving notice of its bona fide intention to effect the proposed registration, qualification or compliance to all other Holders, and shall file filing of a registration statement covering with the SEC within 60 days, or (y) stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement or offering document to be filed within the following 120 days. In such shares and case, the Company’s obligation to use its commercially reasonable best efforts to register, list, qualify or comply under this Section 4.1 shall take all actions under its power and control be deferred one or more times for a period not to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) exceed 120 days after from the receipt of the Company’s notice. Thereupon request to file such registration or listing by such Minority Investors, provided that the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidmay not exercise this deferral right more than once per twelve-month period.
Appears in 1 contract
Samples: Shareholder Agreements (Arcos Dorados Holdings Inc.)
Demand Registration. 1.2.1. (a) At any time following the date of this Agreement and upon the Initial Public Offering written notice from a Holder or Holders of at least twenty percent (IPO20%) of the Registrable Securities (without giving effect to any limitation on exercise or conversion) in the manner set forth in Section 11(h) hereof requesting that Company effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder as described in Section 2(b) (which notice shall specify the intended method or methods of disposition of such Registrable Securities), Company shall use its reasonable best efforts to effect, in the manner set forth in Section 5, the registration under the Securities Act of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request; provided that:
(i) if, prior to receipt of a registration request pursuant to this Section 2(a), Company had commenced a financing plan and thereafterheld or identified a date to hold a formal "all hands" meeting with outside advisors, but including an underwriter if such financing plan is an underwritten offering, and, in the good faith business judgment of Company's underwriter (or outside advisors, if no underwriter), a registration at the time and on the terms requested could materially and adversely affect or interfere with such financing plan of Company or its subsidiaries (a "Transaction Blackout"), Company shall not be required to effect a registration pursuant to this Section 2(a) until the earliest of (A) the abandonment of such offering or (B) sixty (60) days after the termination of such offering; provided that Company shall only be permitted to delay a requested registration under this Section 2(a), whether in reliance on this subsection (i) or on subsection (ii) below, twice during the term of this Agreement.
(ii) if, while a registration request is pending pursuant to this Section 2(a), Company has determined in good faith that (A) the filing of a registration statement could jeopardize or delay any contemplated material transaction other than a financing plan involving Company or would require the disclosure of material information that Company had a bona fide business purpose for preserving as confidential; or (B) Company then is unable to comply with SEC requirements applicable to the requested registration (notwithstanding its reasonable best efforts to so comply), Company shall not be required to effect a registration pursuant to this Section 2(a) until the earlier of (A) the date upon which such contemplated transaction is completed or abandoned or such material information is otherwise disclosed to the public or ceases to be material or Company reasonably is able to so comply with applicable SEC requirements, as the case may be, and (B) thirty (30) days after Company makes such good-faith determination; provided that Company shall only be permitted to delay a requested registration under this Section 2(a), whether in reliance on this subsection (ii) or on subsection (i) above, twice during the term of this Agreement.
(iii) Company shall not be obligated to file more than two (2) times during registration statements under the term of Securities Act relating to a registration request pursuant to this Agreement (Section 2(a) and shall not be obligated in the aggregate, any event if such a registration request is for all Holders), any Holder or group of Holders a number of Registrable Securities which hold have an aggregate market value less than $1 million. If such a request shall be for an underwritten offering, such a request must be for a number of Registrable Securities which have an aggregate market value of at least 12.5% $5 million.
(twelve and one half percentb) Notwithstanding any other provision of this Agreement to the contrary, a registration requested by a Holder pursuant to this Section 2 shall not be deemed to have been effected (and, therefore, not requested for purposes of Section 2(a)): (A) if it is withdrawn by the requesting Holder based upon material adverse information relating to Company that is (x) different from the information known to the Holder or Holders requesting registration at the time of their request for registration, or (y) promptly disclosed by Company to the Holder at the time of their request for registration; (B) if, when effective, it includes fewer than ninety (90%) percent of the number of shares of Registrable Securities which were the subject matter of the request; (C) 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 other than a misrepresentation or an omission by such Holder and, as a result thereof, less than ninety (90%) percent of the Registrable Securities of the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses its best efforts requested to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) be registered can be completely distributed in accordance with the provisions plan of distribution set forth in the related registration statement.
(c) In the event that any registration pursuant to this Section 1.22 shall involve, provided however that a Demand for registration in whole or in part, an underwritten offering, Company shall have the United States right to designate the underwriter or on any European exchange may only be effected after six (6) months from underwriters, including the consummation lead managing underwriter of such underwritten offering, subject to the reasonable approval of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt (d) Holders other than the Holder initiating the demand pursuant to Section 2(a) and holders of other registrable securities with the Demand, the right to participate in a Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control have the right to include in such registration, qualification or compliance all their shares of Registrable Securities held by or other registrable securities, as the case may be, in any registration pursuant to Section 2(a). In connection with those registrations in which multiple Holders who explicitly expressed their wish or holders of other registrable securities with the right to participate in such registration within twenty (20"Piggy-back Rights Holders") days after receipt participate, in the event the facilitating broker/dealer or, in an underwritten offering, the lead managing underwriter advises that marketing factors require a limitation on the number of shares to be sold, the number of shares to be included in the sale or underwriting and registration shall be allocated pro rata among the Holders and the holders seeking registration pursuant to piggy-back registration rights otherwise granted by Company on the basis of the Company’s notice. Thereupon estimated proceeds from the sale of the securities covered by such registration.
(e) Company shall take all reasonable actions under its power and control have the right to effect such cause the registration as required and as would permit and facilitate of additional securities for sale for the sale and distribution account of all such portion of the Holders’ Registrable Securities as are specified Company in such request together with all such portion any registration of Registrable Securities requested by a Holder pursuant to Section 2(a) which involves an underwritten offering; provided that Company shall not have the right to cause the registration of any other Holders joining such additional securities if such Holder is advised in writing (with a copy to Company) by the lead managing underwriter designated pursuant to Section 2(c) that, in such request as aforesaidfirm's good faith opinion, registration of such securities in addition to those securities included pursuant to Sections 2(a)-(d) hereof would materially adversely affect the offering and sale of the Registrable Securities then contemplated by such Holder.
Appears in 1 contract
Samples: Registration Rights Agreement (Kronos Advanced Technologies Inc)
Demand Registration. 1.2.1. At Subsequent to the date that is 150 days following the Closing Date, at any time upon and from time to time, the Initial Public Offering Investor may request the registration under the 1933 Act of all or not less than $1,000,000 in anticipated aggregate offering price of the Registrable Securities then outstanding (IPOa "DEMAND REGISTRATION"). Subject to the conditions of Section 3, the Company shall use its best efforts to file such registration statement under the 1933 Act as promptly as practicable after the date any such request is received by the Company and to cause such registration statement to be declared effective. The Company shall notify the Investor promptly when any such registration statement has been declared effective. If more than eighty percent (80%) of the Shares issuable under the Preferred Stock Purchase Agreement have been registered or sold, this provision shall expire. Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.3:
(i) if the Registrable Securities requested to be registered under this Section 2.3 are already included in a registration statement that is effective or pending effectiveness pursuant to Section 2.2 or in any other form;
(ii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and thereafter, but not more than except as may be required under the Act; or
(iii) after the Company has effected two (2) times registrations pursuant to this Section 2.3, and such registrations have been declared or ordered effective; or
(iv) during the term period starting with the date sixty (60) days prior to the Company's good faith estimate of this Agreement the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or
(v) if the aggregate, for all Holders), any Holder or group of Holders Investor proposes to dispose of Registrable Securities which hold an aggregate that may be registered on Form S-3 ; or
(vi) if the Company shall furnish to the holders of at least 12.5% (twelve and one half percent) Registrable Securities a certificate signed by the Company's Chief Executive Officer or Chairman of the Registrable Securities Board stating that in the good faith judgment of the Company then issued (the “Initiating Holders”), may request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions Board of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation Directors of the Company’s initial public offering in , it would be seriously detrimental to the United States or on such European exchange Company and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason its stockholders for such lack of culmination was due registration statement to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demandbe effected at such time, in which event the Company shall promptly give written notice have the right to defer such filing for a period of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within not more than one hundred twenty (20120) days after receipt of the Company’s notice. Thereupon request of the initiating holders, provided that such right shall be exercised by the Company not more than once in any twelve (12)-month period and provided further that the Company shall take all reasonable actions not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under its power and control to effect such Rule 145 of the Act, a registration as required and on any form that does not include substantially the same information as would permit and facilitate be required to be included in a registration statement covering the sale and distribution of all such portion of the Holders’ Registrable Securities as Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are specified in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaidalso being registered).
Appears in 1 contract
Samples: Registration Rights Agreement (Family Home Health Services, Inc.)
Demand Registration. 1.2.1. (i) At any time upon and from time to time after the Initial Public Offering Registration Statement has been declared effective, any Purchaser or group of Purchasers (IPOacting together) that own or control Registrable Securities representing at least fifty percent (50%) of the then-issued and outstanding Registrable Securities (collectively, the “Requesting Purchasers”), may deliver to the Company and thereaftera written notice (a “Demand Registration Notice”) informing the Company that such Requesting Purchasers require the Company to register for resale some or all of such Requesting Purchasers’ Registrable Securities not otherwise then registered for resale by the Initial Registration Statement (a “Demand Registration”); provided, but however, that the Company will not be required to effect more than three (3) Demand Registrations in accordance with this Agreement, including (a) one (1) Demand Registration starting three (3) months after the Closing Date, and (b) two (2) times during Demand Registrations starting one (1) year after the term Closing Date. Upon receipt of this Agreement the Demand Registration Notice, the Company will use best efforts to file with the SEC as promptly as practicable after receiving the Demand Registration Notice, but in no event more than sixty (in 60) days following receipt of the aggregateDemand Registration Notice, for a Registration Statement covering all Holdersrequested Registrable Securities (the “Demand Registration Statement”), and agrees to use best efforts to cause the Demand Registration Statement to be declared effective by the SEC as soon as practicable following the filing thereof, but in no event later than ninety (90) days after the filing of such Demand Registration Statement. The Company agrees to use best efforts to keep any Holder or group Demand Registration Statement continuously effective (including the preparation and filing of Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve any amendments and one half percentsupplements necessary for that purpose) until such time as all of the Registrable Securities of the Company then issued covered thereby have been sold (the “Initiating HoldersMinimum Effective Period”), may request in writing (a “Demand”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of the Initiating Holders.
1.2.2. As soon as practicable after receipt of the Demand, the Company shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders, and shall file a registration statement covering such shares and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration within twenty (20) days after receipt of the Company’s notice. Thereupon the Company shall take all reasonable actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaid.
Appears in 1 contract
Samples: Registration Rights Agreement (Imageware Systems Inc)
Demand Registration. 1.2.1. At (a) If at any time upon after one hundred eighty (180) days after the Initial Public Offering (IPO) effective date of the registration statement for the IPO, the Company and thereafter, but not more than two (2) times during the term of this Agreement (in the aggregate, for all Holders), any Holder or group of receives a request from Holders of Registrable Securities which hold an aggregate of at least 12.5% (twelve and one half percent) a majority of the Registrable Securities of Then Outstanding that the Company file a Form S-1 registration statement with respect to all or any portion of their Registrable Securities if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15,000,000, then issued the Company shall (i) within ten (10) days after the date such request is given, give notice thereof (the “Initiating Holders”), may request in writing (a “DemandDemand Notice”) that the Company uses its best efforts to register such Holders’ Registrable Securities, or any part thereof, for trading on any recognized European or United States securities exchange or quotation system (“Exchange”) in accordance with the provisions of this Section 1.2, provided however that a Demand for registration in the United States or on any European exchange may only be effected after six (6) months from the consummation of the Company’s initial public offering in the United States or on such European exchange and provided further that the aggregate anticipated offering price of such Registrable Securities equals at least US$4,000,000. A Demand, which has not culminated in the registration of the requested Registrable Securities, shall not be counted as a Demand for the purposes of this section, unless the reason for such lack of culmination was due to an action of all Holders other than the Initiating Holders.
1.2.2. As , and (ii) as soon as practicable practicable, and in any event within sixty (60) days after receipt of the Demanddate such request is given by the Initiating Holders, file a Form S-1 registration statement under the Company shall promptly give written notice of Securities Act covering all Registrable Securities that the proposed registration, qualification or compliance Initiating Holders requested to all be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, and shall file a registration statement covering as specified by notice given by each such shares and shall take all actions under its power and control Holder to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed their wish to participate in such registration the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.
(b) If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least twenty percent (20%) of the Registrable Securities Then Outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $1,000,000, then the Company shall (i) within ten (10) days after receipt the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.
(c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s notice. Thereupon Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore necessary to defer the filing of such registration statement, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than sixty (60) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90)-day period other than pursuant to any Excluded Registrations.
(d) The Company shall not be obligated to effect, or to take all any action to effect, any registration or file any registration statement pursuant to Section 2.1(a) (i) during the period commencing on the date that that is ninety (90) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable actions under its power and control efforts to effect cause such registration as required and as would permit and facilitate statement to become effective; (ii) after the sale and distribution Company has effected two registrations pursuant to Section 2.1(a); or (iii) if the Initiating Holders propose to dispose of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.1(b).
(e) The Company shall not be obligated to effect, or to take any action to effect, any registration or file any registration statement pursuant to Section 2.1(b) (i) during the period commencing on the date that is thirty (30) days before the Company’s good faith estimate of any other the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) if the Company has effected two registrations pursuant to Section 2.1(b) within the twelve (12)- month period immediately preceding the date of such request; or (iii) if the Company has effected a registration pursuant to Section 2.1(b) within the six (6)-month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Section 2.1(e) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders joining withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Section 2.6, in which case such request withdrawn registration statement shall be counted as aforesaid“effected” for purposes of this Section 2.1(e) except as provided in Section 2.6.
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