Form S-1 Registration. (i) If at any time after eighteen (18) months after the date of this Agreement or any time after twelve (12) months after the date of this Agreement with respect to a registration request requiring solely the filing of a Canadian Prospectus as opposed to the filing of a registration statement with the Commission, the Company receives from Initiating Holders a written request signed by such Initiating Holders that the Company effect any registration with respect to all or a part of the Registrable Securities (such request shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Initiating Holders), the Company shall: (A) promptly (but in any event within 10 days) give written notice of the proposed registration to all other Holders; and (B) as soon as reasonably practicable, file a Registration Statement on Form S-1 and/or, to the extent requested in the written request of the Initiating Holders during the Canadian Compliance Period, a Canadian Prospectus, and use its commercially reasonable best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable Blue Sky or other state securities laws, and appropriate compliance with the Securities Act and/or the Canadian Securities Laws) and to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities 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 within 20 days after such written notice from the Company is delivered. (ii) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1(a): (A) if the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an aggregate offering price to the public of less than $5,000,000; (B) after the Company has initiated two (2) such registrations pursuant to this Section 2.1(a) (counting for these purposes only (x) registrations which have been declared or ordered effective and, in the case of the second of such registrations, pursuant to which the holders of Registrable Securities are able to register at least seventy-five percent (75%) of the Registrable Securities requested to be included in such registration, and (y) Withdrawn Registrations); or (C) during the period starting with the date that is the later of (x) 30 days prior to the Company’s good faith estimate of the date of filing of or (y) the date of notice from the Company pursuant to Section 2.2 of the filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans or a registration statement relating to the offer and sale of debt securities or relating to a Rule 145 transaction); provided that, prior to the effectiveness of the registration statement or Canadian Prospectus relating to any such Company-initiated registration, the Company actively employs in good faith commercially reasonable best efforts to cause such registration statement or Canadian Prospectus to become effective. (iii) No request for registration shall be deemed to be pursuant to this Section 2.1(a) (and instead such registration shall be deemed requested and effected pursuant to Section 2.1(b)) whenever the Company is permitted to use a Form S-3 registration statement or Canadian Short Form Prospectus. If the Initiating Holders request that any registration pursuant this Section 2.1(a) be filed pursuant to Rule 415 and/or pursuant to National Instrument 44-102 – Shelf Distributions of the Canadian Securities Regulators (a “Shelf Registration”), and if the Company is qualified to do so, then the Company shall use its commercially reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act and/or Canadian Securities Laws, as applicable, as soon as reasonably practicable after the filing thereof.
Appears in 2 contracts
Samples: Stockholders' Agreement (PCF 1, LLC), Merger Agreement (Neulion, Inc.)
Form S-1 Registration. (i) If at any time after eighteen (18) months after the date of this Agreement or any time after twelve (12) months after the date of this Agreement with respect to a registration request requiring solely the filing of a Canadian Prospectus as opposed to the filing of a registration statement with the Commission, In case the Company receives shall receive from Initiating any one Holder or Holders a written request signed by such Initiating Holders or requests that the Company effect a registration on Form S-1, and any registration related qualification or compliance, with respect to all or a part Registrable Shares the Company shall within thirty (30) days after receipt of the Registrable Securities (any such request shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Initiating Holders), the Company shall:
(A) promptly (but in any event within 10 days) give written notice of the proposed registration registration, and any related qualification or compliance, to all other Holders; and
, and include in such registration all Registrable Shares held by all such Holders who wish to participate in such registration and provide the Company with written requests for inclusion therein within fifteen (B15) as soon as reasonably practicable, file a Registration Statement on Form S-1 and/or, to days after the extent requested in the written request receipt of the Initiating Holders during Company's notice. Thereupon, the Canadian Compliance Period, a Canadian Prospectus, and Company shall use its commercially reasonable best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate and all such qualifications under applicable Blue Sky or other state securities laws, and appropriate compliance with the Securities Act and/or the Canadian Securities Laws) compliances as may be so requested and to as would permit or facilitate the sale and distribution of all or such portion of such Holders' Registrable Securities Shares as are specified in such requestrequests, together with all or such portion of the Registrable Securities Shares of any Holder or other Holders joining in such request as are specified in a written request received by the Company given within 20 fifteen (15) days after receipt of such written notice from the Company is delivered.
(ii) Notwithstanding the foregoingCompany; provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance, pursuant to this Section 2.1(a):
4: (Ai) if Form S-1 is not available for such offering by the Holders; or (ii) if the Initiating Holders, together with Company shall furnish to the holders of any other securities Holders a certificate signed by the Chairman stating that in the good faith judgment of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an aggregate offering price Board it would be materially detrimental to the public of less than $5,000,000;
(B) after Company or its shareholders for such Form S-1 registration statement to be effected at such time, in which event the Company has initiated shall have the right to defer the filing of the Form S-1 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holders under this Section 4; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; or (iii) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) such registrations on Form F-3 for the Holders pursuant to this Section 2.1(a) 4; or (counting for these purposes only (x) registrations which have been declared or ordered effective and, in the case of the second of such registrations, pursuant to which the holders of Registrable Securities are able to register at least seventy-five percent (75%) of the Registrable Securities requested to be included in such registration, and (y) Withdrawn Registrations); or
(Civ) during the period starting with the date that is the later of sixty (x60) 30 days prior to the Company’s 's estimated date of filing of any registration statement pertaining to the securities of the Company, provided that the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing of or (y) the date of notice from the Company pursuant to Section 2.2 of the filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans or a registration statement relating to the offer and sale of debt securities or relating to a Rule 145 transaction); provided that, prior to the effectiveness of the registration statement or Canadian Prospectus relating to any such Company-initiated registration, the Company actively employs in good faith commercially reasonable best efforts to cause such registration statement or Canadian Prospectus is made in good faith. Notwithstanding any other provision of this Section 4, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to become effective.
(iii) No request for be underwritten, then the number of shares that may be included in the registration shall be deemed allocated as follows: (a) up to be pursuant 75% of the shares, to this Section 2.1(a) (and instead such registration shall be deemed requested and effected pursuant to Section 2.1(b)) whenever the Company is permitted to use a Form S-3 registration statement or Canadian Short Form Prospectus. If the Initiating Holders request that any registration pursuant this Section 2.1(aHolders, on a pro rata basis based on the total number of Registrable Shares held by such Initiating Holders, and (b) be filed pursuant up to Rule 415 and/or pursuant to National Instrument 44-102 – Shelf Distributions 25% of the Canadian Securities Regulators (shares, to the remaining Holders, on a “Shelf Registration”), and if pro rata basis based on the Company is qualified to do so, then the Company shall use its commercially reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act and/or Canadian Securities Laws, as applicable, as soon as reasonably practicable after the filing thereoftotal number of Registrable Shares held by such Holders.
Appears in 1 contract
Form S-1 Registration. (i) If at any time after eighteen (18) months after the date of this Agreement or any time after twelve (12) months after the date of this Agreement with respect to a registration request requiring solely the filing of a Canadian Prospectus as opposed to the filing of a registration statement with the Commission, In case the Company receives shall receive from Initiating any one Holder or Holders a written request signed by such Initiating Holders or requests that the Company effect a registration on Form S-1, and any registration related qualification or compliance, with respect to all or a part Registrable Shares the Company shall within thirty (30) days after receipt of the Registrable Securities (any such request shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Initiating Holders), the Company shall:
(A) promptly (but in any event within 10 days) give written notice of the proposed registration registration, and any related qualification or compliance, to all other Holders; and
, and include in such registration all Registrable Shares held by all such Holders who wish to participate in such registration and provide the Company with written requests for inclusion therein within fifteen (B15) as soon as reasonably practicable, file a Registration Statement on Form S-1 and/or, to days after the extent requested in the written request receipt of the Initiating Holders during Company's notice. Thereupon, the Canadian Compliance Period, a Canadian Prospectus, and Company shall use its commercially reasonable best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate and all such qualifications under applicable Blue Sky or other state securities laws, and appropriate compliance with the Securities Act and/or the Canadian Securities Laws) compliances as may be so requested and to as would permit or facilitate the sale and distribution of all or such portion of such Holders' Registrable Securities Shares as are specified in such requestrequests, together with all or such portion of the Registrable Securities Shares of any Holder or other Holders joining in such request as are specified in a written request received by the Company given within 20 fifteen (15) days after receipt of such written notice from the Company is delivered.
(ii) Notwithstanding the foregoingCompany; provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance, pursuant to this Section 2.1(a):
4: (Ai) if Form S-1 is not available for such offering by the Holders; or (ii) if the Initiating Holders, together with Company shall furnish to the holders of any other securities Holders a certificate signed by the Chairman stating that in the good faith judgment of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an aggregate offering price Board it would be materially detrimental to the public of less than $5,000,000;
(B) after Company or its shareholders for such Form S-1 registration statement to be effected at such time, in which event the Company has initiated shall have the right to defer the filing of the Form S-1 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holders under this Section 4; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; or (iii) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) such registrations on Form F-3 for the Holders pursuant to this Section 2.1(a) 4; or (counting for these purposes only (x) registrations which have been declared or ordered effective and, in the case of the second of such registrations, pursuant to which the holders of Registrable Securities are able to register at least seventy-five percent (75%) of the Registrable Securities requested to be included in such registration, and (y) Withdrawn Registrations); or
(Civ) during the period starting with the date that is the later of sixty (x60) 30 days prior to the Company’s 's estimated date of filing of any registration statement pertaining to the securities of the Company, provided that the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing of or (y) the date of notice from the Company pursuant to Section 2.2 of the filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans or a registration statement relating to the offer and sale of debt securities or relating to a Rule 145 transaction); provided that, prior to the effectiveness of the registration statement or Canadian Prospectus relating to any such Company-initiated registration, the Company actively employs in good faith commercially reasonable best efforts to cause such registration statement or Canadian Prospectus is made in good faith. Notwithstanding any other provision of this Section 4, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to become effective.
(iii) No request for be underwritten, then the number of shares that may be included in the registration shall be deemed allocated as follows: (a) up to be pursuant 75% of the shares, to this Section 2.1(a) (and instead such registration shall be deemed requested and effected pursuant to Section 2.1(b)) whenever the Company is permitted to use a Form S-3 registration statement or Canadian Short Form Prospectus. If the Initiating Holders request that any registration pursuant this Section 2.1(aHolders, on a pro rata basis based on the total number of Registrable Shares held by such Initiating Holders, and (b) be filed pursuant up to Rule 415 and/or pursuant to National Instrument 44-102 – Shelf Distributions 25% of the Canadian Securities Regulators (shares, to the remaining Holders, on a “Shelf Registration”), and if pro rata basis based on the Company is qualified to do so, then the Company shall use its commercially reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act and/or Canadian Securities Laws, as applicable, as soon as reasonably practicable after the filing thereof.total number of Registrable Shares held by such Holders. 135
Appears in 1 contract
