Form S-3 Registration Rights Sample Clauses

Form S-3 Registration Rights. If, at a time when Form S-3 is available for such registration, the Company shall receive from any holder of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 of any of such holder’s Registrable Securities, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities and, as soon as practicable, effect such registration and all related qualifications and compliances as may be requested and as would permit or facilitate the sale and distribution of all Registrable Securities as are specified in such request and any written requests of other holders given within twenty (20) days after receipt of such notice. The Company shall have no obligation to effect a registration under this Section 3 for holders of Registrable Securities (a) unless the aggregate offering price of the Registrable Securities requested to be sold pursuant to such registration is expected to be greater than $1,000,000 and (b) more often than once in any twelve-month period. Any registration under this Section 3 will not be counted as a registration under Section 1 above. If the 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 Section 3 and the Company shall include such information in the written notice referred to in Section 3. The provisions of Section 1(b) shall be applicable to such request. In addition, in the event that, following a listing of Securities of the Company on the Hong Kong H Share Market or AIM (a market operated by the London Stock Exchange), registration or listing procedures similar to a Form S-3 are available with respect to such markets, the holders of Registrable Securities shall also have the right to require the Company to register or list Registrable Securities for offer and sale on such market in a manner substantially similar to the manner set forth in the foregoing provisions of this Section 3 and Section 6 below with respect to registrations on Form S-3, with such changes as are reasonable to reflect the different procedures and regulations applicable to such market.

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Form S-3 Registration Rights. 2.3.1 If, at a time when the Company is eligible for use of Form S-3 (or any successor thereto) under the Securities Act in connection with a public offering of its securities, the Company shall receive from holders of 10% or more of the Registrable Securities (the “S-3 Initiating Holders”) a written request or requests that the Company register, under the Securities Act on Form S-3 (or any successor thereto), all or a portion of the Registrable Securities owned by such S-3 Initiating Holders (an “S-3 Registration”), the Company shall promptly (and in no event less than 20 days before the anticipated filing date of such Form S-3) give written notice of the proposed registration to each holder of Registrable Securities other than the S-3 Initiating Holders which have requested an S-3 Registration under this Section 2.3 (the “Other S-3 Holders”), and such notice shall offer such Other S-3 Holders the opportunity to register the number of Registrable Securities as each such Other S-3 Holder may request in writing to the Company, given within 20 days after their receipt from the Company of the written notice of such registration. If requested by the S-3 Initiating Holders, such S-3 Registration shall be for an offering on a continuous basis pursuant to Rule 415 under the Securities Act for a period of 12 months after the effectiveness of such S-3 Registration. With respect to each S-3 Registration, the Company shall, subject to Section 2.3.2 (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and (ii) use its best efforts to (x) cause such registration pursuant to this Section 2.3.1 to become effective as soon as practicable, but in any event not later than 60 days after it receives a request therefor and (y) include in such offering the Registrable Securities of the Other S-3 Holders who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 of the S-3 Initiating Holders included therein. 2.3.2 Any S-3 Registration effected under this Section 2.3 will not be counted as a Demand Registration under Section 2.1. 2.3.3 The Company shall not be obligated to effect (i) more than two S-3 Registrations in any calendar year or (ii) any S-3 Registration in which the aggregate offering price (based on the then current public market price) is expected by the Company to be less than $5,000,000. 2.3.4 Notwithstanding the foregoing, if the Company shall furnish...

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Form S-3 Registration Rights. (a) Following the Company’s Initial Public Offering, the Company shall use its reasonable best efforts (i) to qualify for registration on Form S-3 for secondary sales and (ii) to qualify as and remain a well-known seasoned issuer (as defined in Rule 405 under the Securities Act). After the Company has qualified for the use of Form S-3, Trive Capital shall have the right to request an unlimited number of registrations on Form S-3 (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 Trive Capital), so long as the anticipated gross proceeds of such underwritten offering is not less than $25,000,000 or such lesser amount if Trive Capital is proposing to sell all of the remaining Registrable Securities. Upon receipt of any request for registration pursuant to this Section 2.3, the Company shall file a Form S-3 with the Commission and, as soon as practicable, use reasonable best efforts to effect such registration and all related qualifications and compliances as may be requested and as would permit or facilitate the sale and distribution of all Registrable Securities as are specified in such request. (b) If the Company qualifies to do so, it shall file an automatic registration statement on Form S-3 in response to any request for registration pursuant to this Section 2.3. (c) In the case of an underwritten offering under this Section 2.3, the price, underwriting discount and other financial terms for the Registrable Securities shall be determined by Trive Capital, and the priority shall be as set forth in Section 2.1(c).

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Form S-3 Registration Rights. In addition to the rights provided the Holders of Registrable Securities in Sections 2 and 3 above, if the registration of Registrable Securities under the Securities Act can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will at any time, and from time to time, thereafter, as expeditiously as possible, but not more than once in any six-month period, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify.

Form S-3 Registration Rights. After the Initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3, and to that end the Company shall use its best efforts to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), within twelve (12) months following the effective date of the first registration of any securities of the Company for an underwritten registered public offering. After the Company has qualified for the use of Form S-3, and subject to the provisions of Section 1.14, each Holder shall have the right to request registrations on Form S-3 (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 such shares by each such Holder), subject only to the following limitations: (A) The Company shall not be obligated to cause a registration on Form S-3 to become effective prior to one hundred twenty (120) days following the effective date of a Company initiated registration (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145); (B) The Company shall not be required to effect a registration pursuant to this Section 1.7 unless the Holder or Holders requesting such a registration propose to dispose of shares of Registrable Securities having an aggregate disposition price (before deduction of underwriting discounts and expenses of sale) of at least $1,000,000 (unless the value of all of the Registrable

Form S-3 Registration Rights. In the event the Company is eligible to register securities on Form S-3 and receives from Holders holding more than 50 percent (50%) of the Registrable Securities a written request that the Company effect a registration statement on Form S-3 for an offering of Registrable Securities covering the registration of not less than 50 percent (50%) of the Registrable Securities held by all holders of Registrable Securities, the expected aggregate price to the public of which exceeds $1,000,000, net of any underwriting discounts and commissions, then the Company will promptly give written notice of the proposed Form S-3 registration to all Holders of Registrable Securities and will, as soon as practicable, use its best efforts to effect registration of the Registrable Securities on Form S-3, together with all or such portion of the Registrable Securities of any holder joining in such request as are specified in a written request delivered to the Company within 20 days after written notice from the Company of the proposed registration. These rights are in addition to, and not in lieu of, the rights granted under Sections 7.2 and 7.3 hereof.

Form S-3 Registration Rights. If, at a time when Form S-3 (or any successor form) is available for such registration, the Company shall receive from any Holder a written request or requests that the Company effect a registration on Form S-3 (or any successor form) of any of such Holder’s Registrable Securities, the Company will promptly give written notice of the proposed registration to all other Holders and, as soon as practicable, use its commercially reasonable efforts to effect such registration and all related qualifications and compliances as may be requested and as would permit or facilitate the sale and distribution of all Registrable Securities as are specified in such request and any written requests of other Holders given within 10 days after receipt of such notice. The Company shall have no obligation to effect a registration under this Section 4 unless the aggregate offering price of the Registrable Securities requested to be sold pursuant to such registration is expected to be equal to or greater than $5,000,000. Any registration under this Section 4 will not be counted as a registration under Section 2 above.

Form S-3 Registration Rights. After the Company's initial registered underwritten public offering, the Company shall use its best efforts to qualify for registration on Form S-3, and to that end the Company shall use its best efforts to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"), within twelve (12) months following the effective date of the first registration of any

Form S-3 Registration Rights. Upon the conversion of the Buyer's Note, the Stockholders shall have the right to require a Form S-3 Registration Statement to be filed for the underlying Shares. Upon receipt of such notice, the Buyer will file a Form S-3 Registration Statement within thirty (30) days after the filing of the Buyer's next Form 10-K or Form 10-KSB subject to the normal indemnifications and other provisions of the Buyer's standard Registration Rights Agreement, and will use its best efforts to cause such Registration Statement to become effective and to remain effective for a period of twelve (12) months. The Stockholders agree that they will not sell the Shares until registered by the Buyer and, thereafter, they will not sell more than Five Percent (5%) of the total amount of converted Shares in any one calendar month.

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