Form S-3 Registration. In case the Company shall receive from at least two of the following groups:(i) the Holders of more than (50%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use best efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are 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 not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the 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 to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board 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 Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any twelve month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 2 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (PolyPid Ltd.)
Form S-3 Registration. In Subject to the Lock-up Agreement, in case the Company shall receive at any time from (1) the Institutional Investor, so long as the Institutional Investor and its Affiliates hold at least two 25% of the following groups:(iShares (determined on an as converted to Common Stock basis) held by the Institutional Investor and its Affiliates as of the date hereof, or (2) in the event the Institutional Investor and its Affiliates do not hold at least 25% of the Shares (determined on an as converted to Common Stock basis) held by the Institutional Investor and its Affiliates as of the date hereof, then the Holders of more than (at least 50%) % of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by the Institutional Investor or such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use best efforts to effect, as soon as practicable, file such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the Institutional Investor’s or such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen ten (1510) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.4:
2.3: (i) prior to the first anniversary date of the Closing Date (as defined in the Stock Purchase Agreement); (ii) if Form S-3 is not available for such offering by the Institutional Investor or the Holders;
; (iiiii) if the Institutional Investor and the 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 anticipated aggregate offering price to the public (net of any underwriters’ discounts or commissions) of less than twenty-five million dollars ($1,000,000;
25,000,000); or (iiiiv) if the Company shall furnish to the Institutional Investor and the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such Form S-3 Registration registration to be effected at such timetime (but excluding any detriment to the Company solely as a result of its impact on the share price), in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Institutional Investor or the Holder or Holders under this Section 1.42.3; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once twice in any twelve month period;
(iv) if the Company has, within the twelve (12) month period preceding period; or (iv) after the date of such request, already Company has effected two four (4) registrations on Form S-3 for the Holders pursuant to this Section 1.42.3 and such registrations have been declared or ordered effective. Notwithstanding the foregoing, any expenses in connection with such registration or attempted registration shall be Registration Expenses.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as reasonably practicable after receipt of the request or requests of the Institutional Investor or such Holders. Registrations effected pursuant to this Section 1.4 2.3 shall not be counted as requests a demand for registration or registrations effected pursuant to Section 1.2Sections 2.1 or 2.2, respectively.
(d) The Company shall not grant to any other Person the right to request the Company to register any shares of Common Stock in an S-3 registration unless such rights are consistent with the provisions hereof, except in the case of a Form S-3 registration statement filed to register any shares of Common Stock issued in connection with any acquisition, merger or similar transaction by the Company.
Appears in 2 contracts
Samples: Preemptive and Registration Rights Agreement (GTCR Fund Ix/B L P), Preemptive and Registration Rights Agreement (Privatebancorp, Inc)
Form S-3 Registration. In case the Company shall receive from at least two of the following groups:(i) the any Holder or Holders of more than (50%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use best efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are 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 not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4:
(i) if Form S-3 is not available for such offering by the Holders;
(ii) if the 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 to the public (net of any underwriters’ discounts or commissions) of less than seven hundred fifty thousand dollars ($1,000,000750,000);
(iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company's intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the President, Chief Executive Officer Officer, or 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 its shareholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Holder or Holders under this Section 1.42.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period;
(ivv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for any of the Holders pursuant to this Section 1.42.4; or
(vi) 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.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 2.4 shall not be counted as requests demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively. All such Registration Expenses incurred in connection with registrations requested pursuant to this Section 1.22.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares sold by each.
Appears in 2 contracts
Samples: Series B 1 Preferred Stock Purchase Agreement (Oryx Technology Corp), Series B Preferred Stock Purchase Agreement (Oryx Technology Corp)
Form S-3 Registration. In case the Company shall receive from at least two of the following groups:(i) the any Holder or Holders of more not less than (50%) 30% of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; then outstanding, voting together as a single class on an as-converted to Common Stock basis, a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use best all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
2.4: (i) if Form S-3 is not available for such offering by the Holders;
; (ii) if the 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 to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000;
; (iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board President of the Company stating that in the good faith judgment of the Board of Directors of the CompanyDirectors, it would be seriously detrimental to the Company and its shareholders stockholders for such Form S-3 Registration registration statement to be effected at such timefiled, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Holder or Holders under this Section 1.42.4; provided, however, that the Company shall not utilize this right more than once in any twelve month period;
(iv) if or the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4.
(c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.similar right set forth in
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Artes Medical Inc), Investors’ Rights Agreement (Artes Medical Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders holding at least two of the following groups:(i) the Holders of more than (50%) 10% of the Registrable Securities then outstanding and held by the holders of (i) the Series B-1 Preferred Shares; C Investors, (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; D Investors, (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; E Investors or (viiv) the Series A Holder; F Investors a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use best efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are 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 not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
section 1.12 (i) if Form S-3 (or a successor form) is not available for such offering by the Holders;
; (ii) if the 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 to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000;
2,500,000; (iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board 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 stockholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty sixty (12060) days after receipt of the request of the Holder or Holders under this Section 1.41.12; provided, however, that the Company shall not utilize this right more than once in any twelve month (12)-month period;
; (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 has, within the a twelve (12) month 12)-month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders holders pursuant to this Section 1.41.12.
(c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to this Section 1.12, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder (selected by Holders of a majority of the Registrable Securities included in such registration) but excluding any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 1.4 1.12 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.21.2 or 1.3, respectively.
Appears in 1 contract
Samples: Investors’ Rights Agreement (GCT Semiconductor Inc)
Form S-3 Registration. In case the Company shall receive from at least two of the following groups:(i) the any Holder or Holders of more than (50%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly within five business days give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use best efforts to effect, as soon as practicable, but no later than 20 business days after receipt of such request, file with the SEC a registration statement on Form S-3 and use its best efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are 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 not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders;Holders (other than due to an act or omission of the Company, in which case the Company will be required to effect the registration contemplated by this Section by using Form S-1 or a similar form), or
(ii) if the Holders, together with the holders of any other securities of the Company that are entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than five million dollars ($1,000,000;5,000,000) (valued at the time of the request), or
(iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board 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 stockholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Holder or Holders under this Section 1.42.4; provided, however, that such right to delay a request hereunder or pursuant to Section 2.2(c)(v) above shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period;, or
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.42.4, or
(v) 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.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable (but no later than 20 business days) after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 2.4 shall not be counted as requests demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively. All such Registration Expenses incurred in connection with registrations requested pursuant to this Section 1.22.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of Registrable Securities sold by each.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders holding at least two of the following groups:(i) the Holders of more than twenty percent (5020%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; or thirty percent (ii) the Holders of more than(5030%) of the New Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; then outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use its best efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are 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 not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
1.12: (i1) if Form S-3 is not available for such offering by the Holders;
; (ii2) if the 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 to the public (net of any underwriters’ ' discounts or commissions) of less than $1,000,000;
3,000,000; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board 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 Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty sixty (12060) days after receipt of the request of the Holder or Holders under this Section 1.41.12; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period;
; (iv4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4.
(c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.twelve
Appears in 1 contract
Samples: Investors' Rights Agreement (Kana Communications Inc)
Form S-3 Registration. In case If the Company is eligible to use Form S-3 under the Securities Act (or any similar successor form) and shall receive from at least two of a Purchaser and its permitted transferees (the following groups:(i"S-3 Initiating Holders") the Holders of more than (50%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests that the Company effect a registration on such Form S-3 pursuant to Rule 415 of the Securities Act and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by the S-3 Initiating Holders and its permitted transferees (provided, that the S-3 Initiating Holders registering Registrable Securities in such Holder or Holdersregistration (together with all other holders of Registrable Securities to be included in such registration) propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Securities) to the public of no less than $1,000,000), the Company shall:
shall (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holdersholders of Registrable Securities; and
and (bii) use best efforts to effect, as soon as practicable, use reasonable best efforts to file and effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ the Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders holder in the group of holders joining in such request as are is specified in a written request given within fifteen (15) days after the holder's receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect . No registration requested by any such registration, qualification or compliance, pursuant to this Section 1.4:
(i) if Form S-3 is not available for such offering by the Holders;
(ii) if the 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 to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000;
(iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board 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 Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any twelve month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Initiating Holders pursuant to this Section 1.4.
(c) Subject to the foregoing, the Company 1.3 shall file be deemed a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2Sections 1.1 or 1.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from at least two of the following groups:(i) the Holders of more than (50%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; any --------------------- Apollo Holder a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Apollo Registrable Securities owned by such Holder or HoldersHolder, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use its best efforts to effect, as soon as practicable, such registration and all such qualifications and compliances registration, qualification or compliance as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Apollo Holder's Apollo Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders Holder joining in such request as are specified in a written request given within fifteen (15) 20 days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to -------- ------- effect any such registration, qualification or compliance, pursuant to this Section 1.42.10 if:
(i) if Form S-3 is not available for such offering by the Holders;
(ii) if the Holders, together with the holders aggregate net offering price (after deduction of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities underwriting discounts and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than the Apollo Registrable Securities specified in such request is not at least $1,000,0003,000,000;
(iii) if the Company has already effected a registration within the previous six-month period; or
(iv) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board president of the Company (A) stating that that, in the good faith judgment of a majority of the disinterested members of the Board of Directors Directors, (1) an undisclosed material event (x) has occurred and is continuing or (y) is likely to occur within 90 days and (2) the disclosure of the Company, it such undisclosed material event would be seriously detrimental to have a material adverse effect on the Company or on a proposed material transaction involving the Company or a substantial portion of its assets and its shareholders for (B) describing in reasonable detail such Form S-3 Registration to be effected at such timeundisclosed material event, in which event the Company shall have the right to defer the filing of the such Form S-3 registration statement for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Apollo Holder or Apollo Holders under this Section 1.42.10; provided, however, that the Company shall not -------- ------- utilize this right more than once in any twelve 12-month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4.
(c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 1 contract
Samples: Registration Rights Agreement (Apollo Real Estate Investment Fund Ii L P)
Form S-3 Registration. In case the Company shall receive from at least two of the following groups:(i) the any Holder or Holders of more then holding not less than (50%) of the 100,000 Registrable Securities, including Registrable Securities issuable upon the exercise of warrants then held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 such Holder or Holders; or (vi) the Series A Holder; , a written request or requests that the Company effect a resale registration statement on Form S-3 and any related qualification or compliance with respect to all or a part of the not less than 100,000 Registrable Securities owned held by such Holder or Holders, the Company shallwill:
(ai) promptly Promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders, if any; and
(bii) use best efforts to effect, as As soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
subsection B: (iw) if Form S-3 is not available for such offering by the Holders;
; (ii) if the 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 to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000;
(iiix) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board 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 Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any twelve month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4.
(c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.S-3
Appears in 1 contract
Form S-3 Registration. In case (a) Request for a Form S-3 Registration. Upon the Company becoming eligible for use of Form S-3 (or any successor form thereto) under the Securities Act in connection with a public resale of its securities, in the event that the Company shall receive from at least two one or more of the following groups:(i) Holders (the Holders of more than (50%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 "S-3 Initiating Holders; or (vi) the Series A Holder; "), a written request or requests that the Company effect a registration register, under the Securities Act on Form S-3 and (or any related qualification or compliance with respect to successor form then in effect) (an "S-3 Registration"), all or a part portion of the Registrable Securities owned by such Holder or S-3 Initiating Holders, the Company shall:
(a) promptly shall give written notice of such request to all of the Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)) at least thirty (30) days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use best efforts to effect, as soon as practicable, such registration and all offer such qualifications and compliances as may be so requested and as would permit or facilitate Holders the sale and distribution opportunity to register the number of all or such portion of such Holders’ Registrable Securities as are specified each such Holder may request in such requestwriting to the Company, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after their receipt from the Company of the written notice of such written notice from the Companyregistration. With respect to each S-3 Registration, provided, however, that the Company shall not be obligated shall, subject to effect any such registrationSection 5(b), qualification or compliance, pursuant to this Section 1.4:
(i) if Form S-3 is not available for include in such offering by the Holders;
Registrable Securities of the S-3 Initiating Holders and (ii) if include such offering the Holders, together with the holders of any other securities Registrable Securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such Holders (other securities (if any) at than S-3 Initiating Holders which have requested an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000;
(iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board 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 Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that 5(a)) who have requested in writing to participate in such registration on the Company shall not utilize this right more than once in any twelve month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4.
(c) Subject to the foregoing, the Company shall file a registration statement covering same terms and conditions as the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2S-3 Initiating Holders included therein.
Appears in 1 contract
Samples: Investor Rights Agreement (Amicus Therapeutics Inc)
Form S-3 Registration. In case If the Company shall receive receives from at least two of the following groups:(i) the Holders of more than (50%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; New SAC, Silver Lake, TPG or (vi) the Series A Holder; August a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder Stockholder or HoldersStockholders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all the other HoldersRegistration Rights Holders who hold Registrable Securities; and
(b) use best efforts to effectas expeditiously as possible, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registration Rights Holder's or Registration Rights Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Registration Rights Holder or Registration Rights Holders joining in such request as are specified in a written request given within fifteen fourteen (1514) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.43.3:
(i) if Form S-3 (or any successor form) is not available for such offering by the Registration Rights Holders;; or
(ii) if the Registration Rights 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 to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000;500,000; or
(iii) if the Company shall furnish to the Registration Rights Holders a certificate signed by the Chief Executive Officer or Chairman chairman of the Board of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would not be seriously detrimental to in the best interests of the Company and its shareholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Registration Rights Holder or Registration Rights Holders under this Section 1.43.3; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period;; or
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Registration Rights Holders pursuant to this Section 1.43.3; or
(v) 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 unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or
(vi) if with respect thereto the managing underwriter, the SEC, the Securities Act, or the form on which the registration statement is to be filed, would require the conduct of a Special Audit, in which case the Company shall have the right to defer the filing of the Form S-3 registration statement until the completion of such Special Audit (and the Company shall, upon the request of New SAC, TPG, Silver Lake or August, as the case may be, use its reasonable best efforts to cause such Special Audit to be completed expeditiously and without unreasonable delay).
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon expeditiously as practicable possible after receipt of the request or requests of the Registration Rights Holders. Registrations effected pursuant to this Section 1.4 3.3 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.23.2.
(d) The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.3.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from at least two of the following groups:(i) the Holders of more than at least thirty percent (5030%) of the Registrable Securities held by (for purposes of this Section 2.3, the holders of the Series B-1 Preferred Shares; (ii“S-3 Initiating Holders”) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders;
(b) as soon as reasonably practicable, and in any event within thirty (30) days after the date such request is given by the S-3 Initiating Holders, file a Form S-3 registration statement under the Act covering all Registrable Securities that the S-3 Initiating Holders request to be registered; and
(bc) use best its commercially reasonable efforts to effect, as soon as practicablepracticable following such filing, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.42.3:
(i) if Form S-3 is not available for such offering by the Holders;
(ii) if the 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 to the public (net of any underwriters’ discounts or commissions) of less than $1,000,0002,000,000;
(iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board 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 Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any twelve month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.42.3; provided that for purposes of Section 2.3, a registration shall not be counted as “effected” if (A), as a result of an exercise of the underwriter’s cutback provisions in Section 2.2(c), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included, or (B) the Holders bear the expenses of such registration as though it were withdrawn at the request of the Holders of a majority of the Registrable Securities pursuant to Section 2.6;
(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;
(v) if the Company, within thirty (30) days of receipt of the request of such S-3 Initiating Holders, gives notice to such S-3 Initiating Holders of its bona fide intention to effect the filing of a registration statement with the SEC within one hundred twenty (120) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 2.2 of this Agreement, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective.
(cd) If the S-3 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 2.3 and the Company shall include such information in the written notice referred to in Section 2.3(a). The provisions of Section 2.1(b) of this Agreement shall be applicable to such request (with the substitution of Section 2.3 for references to Section 2.1 and the substitution of S-3 Initiating Holders for references to Initiating Holders).
(e) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 2.3 shall not be counted as requests for registration effected pursuant to Section 1.22.1 of this Agreement.
Appears in 1 contract
Form S-3 Registration. In case If the Company is eligible to use Form S-3 under the Securities Act (or any similar successor form) and shall receive from at least two of a Purchaser and its permitted transferees (the following groups:(i"S-3 INITIATING HOLDERS") the Holders of more than (50%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests that the Company effect a registration on such Form S-3 S-3, including without limitation, pursuant to Rule 415 of the Securities Act and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by the S-3 Initiating Holders and its permitted transferees (provided, that the S-3 Initiating Holders registering Registrable Securities in such Holder or Holdersregistration (together with all other holders of Registrable Securities to be included in such registration) propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Securities) to the public of no less than $1,000,000), the Company shall:
shall (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holdersholders of Registrable Securities; and
and (bii) use best efforts to effect, as soon as practicable, use reasonable best efforts to file and effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ the Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders holder in the group of holders joining in such request as are is specified in a written request given within fifteen (15) days after the holder's receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect . No registration requested by any such registration, qualification or compliance, pursuant to this Section 1.4:
(i) if Form S-3 is not available for such offering by the Holders;
(ii) if the 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 to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000;
(iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board 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 Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any twelve month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Initiating Holders pursuant to this Section 1.4.
(c) Subject to the foregoing, the Company 1.3 shall file be deemed a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2Sections 1.1 or 1.2.
Appears in 1 contract
Form S-3 Registration. In Subject to the provisions of this Section 7, if at any time after the period expiring on the earlier of either (i) the three-year anniversary date of the Effective Date, or (ii) the termination of the Project Term (as defined in the Agreement) including any early termination thereof, in case the Company shall receive from at least two of the following groups:(i) the any Holder or Holders of more than (50%) of the Registrable Securities held by (the holders of the Series B-1 Preferred Shares; (ii"Initiating Holders") the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar shortform registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use best efforts to effect, as soon as practicable, effect such registration and all afl such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are 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 not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.47.2:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders;
(ii) if the 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 to the public (net of any underwriters’ discounts or commissions) of less than five hundred thousand dollars ($1,000,000500,000);
(iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or 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 its shareholders stockholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any twelve month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4.
(c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.SCHEDULE 5.3
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from at least two of the following groups:(i) the any Holder or Holders of more than fifteen percent (5015%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) at a time when the Company is eligible to register securities on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use best efforts to effect, as soon as practicable, use its best efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are 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 not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4:
(i) if Form S-3 is not available for such offering by the Holders;
(ii) if the 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 to the public (net of any underwriters’ discounts or commissions) of less than one million dollars ($1,000,000);
(iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or 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 its shareholders stockholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any twelve month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4.
(c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.the
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from at least two of the following groups:(i) the any Holder or Holders of more than (50%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
and (b) use best efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that 7 <PAGE> the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.4:
2.4: (i) if Form S-3 is not available for such offering by the Holders;
, or (ii) if the 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 to the public (net of any underwriters’ discounts or commissions) of less than five million dollars ($1,000,000;
5,000,000), or (iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company's intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; (iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or 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 its shareholders stockholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Holder or Holders under this Section 1.42.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period;
, or (ivv) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4.
2.4. (c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 2.4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.2Sections 2.2 or 2.3, respectively.
Appears in 1 contract
Samples: Investor Rights Agreement
Form S-3 Registration. In case the Company shall receive from at least two of the following groups:(i) the any Series G Holder or Series G Holders of more than (50%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Series G Holder or Series G Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Series G Holders; and
(b) use best efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Series G Holder's or Series G Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Series G Holder or Series G Holders joining in such request as are 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 not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Series G Holders;, or
(ii) if the Series G 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 to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000;250,000, or
(iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board 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 has already effected four (4) registrations on Form S-3 Registration for the Series G Holders pursuant to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.4; provided2.4, however, that the Company shall not utilize this right more than once in any twelve month period;or
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Series G Holders pursuant to this Section 1.42.4, or
(v) 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.
(c) If the registration statement under which the Company gives notice under this Section 2.4 is for an underwritten offering, the Company shall so advise the Series G Holders of Registrable Securities. In such event, the right of any such Series G Holder to be included in a registration pursuant to this Section 2.3 shall be conditioned upon such Series G Holder's participation in such underwriting and the inclusion of such Series G Holder's Registrable Securities in the underwriting to the extent provided herein. All Series G Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Series D-E Holders on a pro rata basis based on the total number of Series D-E Registrable Securities held by the Series D-E Holders; second, to any Series A-B-C Holder on a pro rata basis based on the total number of Series A-B-C Registrable Securities held by the Series A-B-C Holders; third, to any Series G Holder on a pro rata basis based on the total number of Series G Registrable Securities held by the Series G Holders; and fifth, to any stockholder of the Company (other than a Series D-E Holder, Series A-B-C Holder or Series G Holder) on a pro rata basis.
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Series G Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 1 contract
Samples: Investor Rights Agreement (Arena Pharmaceuticals Inc)
Form S-3 Registration. In case Subject to the conditions of this Section 2.4, if the Company shall receive a written request from the Investors holding at least two of the following groups:(i) the Holders of more than (50%) 15% of the Registrable Securities then outstanding and held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests Investors and their permitted assigns that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use best efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders Holder or Holders, joining in such request as are 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 not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders;
(ii) if the 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 to the public (net of any underwriters’ discounts or commissions) of less than one million dollars ($1,000,000);
(iii) 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 the registration statement pertaining to a public offering; provided that the Company makes reasonable good efforts to cause such registration statement to become effective;
(iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; or
(v) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board of Directors or 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 stockholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Holder or Holders under this Section 1.42.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4period.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 2.4 shall not be counted as requests for registration registrations effected pursuant to Section 1.22.3.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Non-Preferred Holder or Non-Preferred Holders of Registrable Securities holding at least two of the following groups:(i) the Holders of more than forty percent (5040%) of the Registrable Securities held by the holders (except that for purposes of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the calculating such number Registrable Securities held by as defined in the holders of the Series B Preferred Shares; (iiiInvestor Rights Agreement shall not be included in such number) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, which notice shall specify the manner of distribution of such Registrable Securities, the Company shallwill:
(aA) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(bB) use best efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are 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 not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.3:
(iI) if Form S-3 (or any successor to Form S-3) is not available for such offering by the Non-Preferred Holders;
(iiII) if the Non-Preferred 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 to the public (net of any underwriters’ discounts or commissions) of less than Five Hundred Thousand dollars ($1,000,000500,000);
(iiiIII) if within thirty (30) days of receipt of a written request to effect such Form S-3 registration, the Company gives notice to the Non-Preferred Holders of the Company's intention to make a public offering within ninety (90) days of the Company's notice to the Holders or to file a registration statement upon a request of the Preferred Holders pursuant to the Investor Rights Agreement;
(IV) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or 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 its shareholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Holder or Holders under this Section 1.42.3; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period;
(ivV) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations either (a) one (1) registration on Form S-3 for the Non-Preferred Holders pursuant to this Section 1.42.3, or (b) a registration statement at the request of the Preferred Holders pursuant to the Investor Rights Agreement;
(VI) if the Non-Preferred Holders intend to use an underwriter for such offering and the holders of sixty-six and two-thirds percent (66 2/3%) of the holders of the Registrable Securities fail to consent to such Registriation within fifteen (15) days of receiving notice provided for in Section 2.
(cVII) 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.
(C) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Non-Preferred Holders. Registrations effected .
(D) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.4 shall not be counted as requests for registration 2.3 after the Company has effected two (2) registrations on Form S-3 pursuant to this Section 1.22.3, and such registrations have been declared or ordered effective.
Appears in 1 contract
Samples: Non Preferred Holder Rights Agreement (Informax Inc)
Form S-3 Registration. In case If the Company is eligible to use Form S-3 under the Securities Act (or any similar successor form) and shall receive from at least two of a Purchaser and its permitted transferees (the following groups:(i"S-3 Initiating Holders") the Holders of more than (50%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests that the Company effect a registration on such Form S-3 S-3, including without limitation, pursuant to Rule 415 of the Securities Act and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by the S-3 Initiating Holders and its permitted transferees (provided, that the S-3 Initiating Holders registering Registrable Securities in such Holder or Holdersregistration (together with all other holders of Registrable Securities to be included in such registration) propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Securities) to the public of no less than $1,000,000), the Company shall:
shall (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holdersholders of Registrable Securities; and
and (bii) use best efforts to effect, as soon as practicable, use reasonable best efforts to file and effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ the Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders holder in the group of holders joining in such request as are is specified in a written request given within fifteen (15) days after the holder's receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect . No registration requested by any such registration, qualification or compliance, pursuant to this Section 1.4:
(i) if Form S-3 is not available for such offering by the Holders;
(ii) if the 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 to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000;
(iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board 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 Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any twelve month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Initiating Holders pursuant to this Section 1.4.
(c) Subject to the foregoing, the Company 1.3 shall file be deemed a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2Sections 1.1 or 1.2.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from at least two Holders (one of the following groups:(iwhom must be either Centennial or Whitney & Co.) the Holders of more than holding twenty-five percent (5025%) or more of the Registrable Securities then held by the holders of the Series B-1 Preferred Shares; (ii) the all Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use best efforts to effect, as soon as practicable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders Holder joining in such request as are specified in a written request given to the Company within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders;; or
(ii) if the 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 to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000;500,000; or
(iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board 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 Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any twelve month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected two (2) registrations on Form S-3 for pursuant to this Section 2.4; or
(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, a registration statement pertaining to any public offering of the Company’s stock, provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; or
(v) if, within thirty (30) days of receipt of a written request from Holders pursuant to this Section 1.42.4, the Company gives notice to the Holders and Founders of the Company’s intention to make a public offering within ninety (90) days; or
(vi) 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, excluding any consent to service of process required by Blue Sky laws.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the HoldersHolders therefor. Registrations effected pursuant to this Section 1.4 In no event shall not be counted as requests a request for registration effected on a Form S-3 count as demand for registration pursuant to Section 1.22.2.
Appears in 1 contract
Samples: Investor Rights Agreement (Grande Communications Holdings, Inc.)
Form S-3 Registration. In Provided that the Company is eligible to use Form S-3 for offerings by selling stockholders, in case the Company shall receive from any Holder or Holders of at least two 30% of the following groups:(i) the Holders of more than (50%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; then outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company shall:
(a) shall promptly give written notice of the proposed registrationregistration and the Holder's or Holders' request therefor, and any related qualification or compliance, to all other Holders; and
Holders (b) use best efforts to effectif any other than AEIS)of Registrable Securities, and as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 20 days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.2:
(ia) if Form S-3 is not available for such offering by the Holdersoffering;
(iib) if the 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 to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000;; or
(iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board 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 Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any twelve month period;
(ivc) if the Company has, within the twelve (12) 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.42.2.
(c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 1 contract
Form S-3 Registration. In case (a) If, at any time that the Company is eligible to effect a registration on Form S-3 (or any successor to Form S-3), the Company shall receive from at least two of the following groups:(i) the Holders of more than (50%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests from the Holder Representative (as defined below) that the Company effect a registration on Form S-3 and (or any related qualification successor to Form S-3) or compliance with respect to any similar shelf registration statement under the Securities Act covering the registration of all or a part portion of the Registrable Securities owned by such Holder or the Specified Holders, then the Company shall:
(a) promptly give written notice , subject to the limitations of the proposed registrationthis Section 2.4, and any related qualification or compliance, to all other Holders; and
(b) use best efforts to effect, as soon expeditiously as practicablereasonably possible, such requested registration and under the Securities Act of all such qualifications and compliances as may Registrable Securities owned by the Specified Holders that the Holder Representative requests to be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, registered; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.4:
(i) if Form S-3 is not available for such offering by the Holders;
(ii) 2.4 if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, Specified Holders propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than twenty-five million dollars ($1,000,000;
(iii) 25,000,000.00); provided that such threshold shall not apply if the Company shall furnish Specified Holder is proposing to sell all of its remaining Registrable Securities. To the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board of extent the Company stating that is a well-known seasoned issuer (as defined in Rule 405 under the good faith judgment of Securities Act, a “WKSI”) at the Board of Directors of the Company, it would be seriously detrimental time any request is submitted to the Company and its shareholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any twelve month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4.
(c) Subject to the foregoing2.4(a), the Company shall file a an automatic shelf registration statement covering the on Form S-3 which covers those Registrable Securities and other securities so which are requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2registered.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from at least two of the following groups:(i) the Holders of more than at least fifty percent (50%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests that the Company effect a registration on Form S-3 (or any comparable successor form or forms) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use best efforts to shall effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities of such Holders as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are 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 not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.42.4:
(ia) if Form S-3 is not available for such offering by the Holdersoffering;
(iib) if the Holders, together with the holders of any other securities of the Company entitled has already effected two registrations pursuant to inclusion in this Section 2.4;
(c) if such registration, Holders propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ ' discounts or commissions) of less than $1,000,000;
(iiid) if the Company shall furnish to the such Holders a certificate signed by the President or Chief Executive Officer or Chairman of the Board of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously materially detrimental to the Company and its shareholders for such Form S-3 Registration registration statement to be effected at such timefiled, in which event then the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Holder or Holders under this Section 1.4Holders; provided, however, that the Company shall may not utilize this right more than once in any twelve month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4.period; or
(ce) Subject to the foregoing, in any particular jurisdiction in which the Company shall file would be required to qualify to do business or to execute a registration statement covering the Registrable Securities general consent to service of process in effecting such registration, qualification or compliance (except for California and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the HoldersNew York). Registrations effected pursuant to this Section 1.4 2.4 shall not be counted as requests for registration effected pursuant to Section 1.22.2.
Appears in 1 contract
Samples: Note Purchase Agreement (Accom Inc)
Form S-3 Registration. In case the Company shall receive from at least two of the following groups:(i) the Holders of more than at least twenty-five percent (5025%) of the Registrable Securities held by (for purposes of this Section 1.4, the holders of the Series B-1 Preferred Shares; (ii“Initiating Holders”) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly within ten (10) days after the date such request is given, give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use best all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are 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 not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4section 1.4:
(i) if Form S-3 is not available for such offering by the Holders;
(ii) if the 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 to the public (net of any underwriters’ discounts or commissions) of less than $1,000,0005,000,000;
(iii) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its shareholders stockholders for such Form S-3 Registration registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.4; providedInitiating Holders, however, provided that such right shall be exercised by the Company shall not utilize this right more than once in any twelve month (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 one hundred twenty (120) day period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.41.4; or
(v) 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.
(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 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. Registrations effected pursuant to this Section 1.4 1.4 shall not be counted as requests for registration effected pursuant to Section 1.21.2.
Appears in 1 contract
Samples: Investors’ Rights Agreement (890 5th Avenue Partners, Inc.)
Form S-3 Registration. In case the Company shall receive a written request from at least two of the following groups:(i) the Holders of more than at least twenty-five percent (5025%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests then outstanding on an as-converted basis that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use best efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that that
7. the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.43.3:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders;; or
(ii) if the 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 to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000;; or
(iii) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company's intent to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board of Directors of the Company stating that 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 stockholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Holder or Holders under this Section 1.43.3; provided, howeverthat, that the right to delay a request under Section 3.1 and/or Section 3.3 shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period;; or
(ivv) 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, except in jurisdictions in which the Company is already qualified to do business or subject to service of process; or
(vi) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected two (2) registrations on Form S-3 (or any successor or similar form) for the Holders pursuant to this Section 1.43.3.
(c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from at least two of the following groups:(i) the any Holder or Holders of more than (50%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use best efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.4:
2.12: (i) if Form S-3 is not available for such offering by the Holders;
; (ii) if the 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 to the public (net of any underwriters’ ' discounts or commissions) of less than $1,000,000;
; (iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board President of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its shareholders stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any twelve month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4.
(c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.X-0
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from at least two of the following groups:(i) the any Holder or Holders of more than (50%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use best all commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are 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 not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4:
(i) if Form S-3 is not available for such offering by the Holders;
(ii) if the 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 to the public (net of any underwriters’ discounts or commissions) of less than one million dollars ($1,000,000);
(iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s good faith intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement provided that such Holders were permitted to register such shares as requested to be registered pursuant to Section 2.3 hereof without reduction by the underwriter thereof and provided further that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or 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 its shareholders stockholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Holder or Holders under this Section 1.42.4; provided, however, that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period and provided further that the Company shall not utilize this right more register securities for the account of itself or any other stockholder during such 90 day period other than once in any twelve month periodpursuant to a Special Registration Statement;
(ivv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.42.4, or
(vi) 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.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 2.4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.22.2.
Appears in 1 contract
Form S-3 Registration. (a) In case the Company shall receive from at least two of the following groups:(i) the Holders of more than (50%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; Investor a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or HoldersInvestor, the Company shall:
(ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(bii) use best efforts to effect, as soon as practicablepossible, but in no event greater than ninety (90) days from the date of such request, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Investor's Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are 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 not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.46.3:
(iA) if Form S-3 is not available for such offering by the HoldersInvestor;
(iiB) if the HoldersInvestor, together with the holders of any other securities of the Company entitled to inclusion in such registrationHolders, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ ' discounts or commissions) of less than $1,000,000500,000;
(iiiC) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board 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 stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any twelve month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4.
(c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.registration
Appears in 1 contract
Samples: Unsecured Subordinated Note and Warrant Purchase Agreement (Pharmchem Inc)
Form S-3 Registration. In case If the Company is eligible to use Form S-3 under the Securities Act (or any similar successor form) and shall receive from at least two of a Purchaser and its permitted transferees (the following groups:(i"S-3 INITIATING HOLDERS") the Holders of more than (50%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests that the Company effect a registration on such Form S-3 pursuant to Rule 415 of the Securities Act and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by the S-3 Initiating Holders and its permitted transferees (PROVIDED, THAT the S-3 Initiating Holders registering Registrable Securities in such Holder or Holdersregistration (together with all other holders of Registrable Securities to be included in such registration) propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Securities) to the public of no less than $1,000,000), the Company shall:
shall (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holdersholders of Registrable Securities; and
and (bii) use best efforts to effect, as soon as practicable, use reasonable best efforts to file and effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ the Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders holder in the group of holders joining in such request as are is specified in a written request given within fifteen (15) days after the holder's receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect . No registration requested by any such registration, qualification or compliance, pursuant to this Section 1.4:
(i) if Form S-3 is not available for such offering by the Holders;
(ii) if the 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 to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000;
(iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board 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 Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any twelve month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Initiating Holders pursuant to this Section 1.4.
(c) Subject to the foregoing, the Company 1.3 shall file be deemed a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2Sections 1.1 or 1.2.
Appears in 1 contract
Form S-3 Registration. In case Subject to the conditions of this Section 4.2, if the Company shall receive a written request from at least two of the following groups:(i) the Holders of more than sixty-six and two-thirds percent (5066-2/3%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests Shares then outstanding that the Company effect a registration on Form S-3 ("Form S-3 ") (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities Shares owned by such Holder or Holders, the Company shallwill:
(a) 4.2.1 promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Shares; and
(b) use best efforts to effect, 4.2.2 as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities Shares as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are 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 not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.44.2:
(ia) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders;; or
(iib) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities Shares and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000;500,000; or
(iiic) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or 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 its shareholders for such Form S-3 Registration to be effected filed at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Holder or Holders under this Section 1.44.2; provided, however, that the Company shall not utilize this right more than once in any twelve month period;or
(ivd) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations shall have previously filed a registration on Form S-3 for at the request of the Holders pursuant to this Section 1.4.
(c) Subject with respect to the foregoing, the Company shall file a registration statement covering the same Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.Shares; or
Appears in 1 contract
Samples: Subscription Agreement (Ednet Inc)
Form S-3 Registration. In case the Company shall receive from Holders who own at least two 85% of the following groups:(i) the Holders of more than (50%) of the outstanding Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) as soon as is reasonably practicable, but in any event, no later than sixty (60) days after the Company receives a request therefore, use its reasonable best efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are 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 not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
4: (i) if the Company does not qualify to use Form S-3; (ii) if Form S-3 is not available for such offering by the Holders;
; (iiiii) if the 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 to the public (net of any underwriters’ ' discounts or commissions) of less than $1,000,000;
1,000,000 (iiior if, in the reasonable good faith determination of the Board of Directors of the Company, such Holders do not have a reasonable expectation that the Registrable Securities they propose to include in such registration would have an aggregate price to the public of at least such amount); (iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board an executive officer 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 stockholders for such Form S-3 Registration registration to be effected at such timetime because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Holder or Holders under this Section 1.44; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period;
; (ivv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.44; (vi) 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 (vii) for a period of one hundred eighty (180) days after the effective date of a registration statement subject to Section 3.
(c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.22.
Appears in 1 contract
Samples: Registration Rights Agreement (Rab Enterprises Inc)
Form S-3 Registration. In case If at any time after a date twelve (12) months after the effective date of the Initial Public Offering, the Company shall receive a written request from at least two of the following groups:(i) the Holders of more than thirty-three percent (5033%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests Then Outstanding that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give mail written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use best efforts to effect, as soon as practicable, use its best efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities Secu- rities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given received by the Company within fifteen twenty (1520) days after receipt the mailing of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
7.12: (i) if Form S-3 (or a similar successor form) is not available for such offering by the requesting Holders;
; (ii) if the requesting Holders, together with the holders 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 to the public (net of any underwriters’ underwriters discounts or commissions) of less than $1,000,000;
; (iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board 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 stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Holder or Holders under this Section 1.47.12; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period;
; (iv) if the Company has, within the twelve six (126) month period preceding the date of such request, already effected two registrations one registration on Form S-3 for the Holders of Registrable Securities pursuant to this Section 1.47.12; (v) 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 (vi) if the requesting Holder or Holders receive an opinion from counsel to the Company that registration of such Holder's or Holders' Registrable Securities is not required under the Securities Act in order to effect the sale or other distribution contemplated by such Holder or Holders.
(c) The Company shall be obligated to effect only three (3) registrations pursuant to this Section 7.12.
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable practi- cable after receipt of the request or requests of the Holders. All expenses incurred in connection with such registrations requested pursuant to Section 7.12, including (without limitation) all registration, filing, qualification, printing and accounting fees and the reasonable fees and disbursements of one counsel for the Selling Holder or Selling Holders and counsel for the Company, but excluding any underwriters' discounts or commissions associated with Registered Securities, shall be borne by the Company. Registrations effected pursuant to this Section 1.4 7.12 shall not be counted as requests demands for registration pursuant to Section 7.2 or registrations effected pursuant to Section 1.27.3.
Appears in 1 contract
Samples: Common Stock and Warrant Unit Purchase Agreement (PRT Group Inc)
Form S-3 Registration. In case Subject to the conditions of this Subparagraph b, if the Company shall receive a written request from at least two of the following groups:(i) the Holders of more than sixty-six and two-thirds percent (5066-2/3%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests Shares then outstanding that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities Shares owned by such Holder or Holders, the Company shallwill:
(ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Shares; and
(bii) use best efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities Shares as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are 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 not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.4:Subparagraph b;
(i1) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders;; or
(ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose proposed to sell Registrable Securities Shares and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000;500,000; or
(iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or 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 its shareholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Holder or Holders under this Section 1.4Subparagraph b; provided, however, that the Company shall not utilize this right more than once in any twelve month period;or
(iv4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations shall have previously filed a registration on Form S-3 for at the request of the Holders pursuant with respect to this Section 1.4the same Registrable Shares; or
(5) if 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.
(ciii) Subject to the foregoing, the Company A Holder's registration rights under this Subparagraph b shall file a registration statement covering the expire if all Registrable Securities and other securities so requested to Shares held by such Holder may be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2sold under Rule 144 during any ninety (90) day period.
Appears in 1 contract
Samples: Offshore Securities Subscription Agreement (Ednet Inc)
Form S-3 Registration. In case the Company shall receive a written request from at least two of the following groups:(i) the Holders of more than at least twenty-five percent (5025%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests then outstanding on an as-converted basis that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use best efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are 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 not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.43.3:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders;; or
(ii) if the 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 to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000;; or
(iii) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company's intent to make its Initial Offering within ninety (90) days; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board of Directors of the Company stating that 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 stockholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any twelve month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4.
(c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from at least two of the following groups:(i) the any Holder or Holders of more than (50%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use best efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect more than four (4) such registrations under this Section 2.4, or any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4:
(i) if Form S-3 is not available for such offering by the Holders;
(ii) if the 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 to the public (net of any underwriters’ discounts or commissions) of less than one million dollars ($1,000,000);
(iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within sixty (60) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or 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 its shareholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.4; provided2.4, however, provided that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve month (12)-month period;
(ivv) if the Company has, within the twelve (12) month 12)-month period preceding the date of such request, already effected two registrations a registration on Form S-3 for the Holders pursuant to this Section 1.42.4; or
(vi) 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, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 2.4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.2Sections 2.2 or 2.3, respectively.
Appears in 1 contract
Samples: Investor Rights Agreement (Pacific DataVision, Inc.)
Form S-3 Registration. In case the Company shall receive from at least two of the following groups:(i) the Holders of more than at least twenty-five percent (5025%) of the Registrable Securities held by (for purposes of this Section 1.4, the holders of the Series B-1 Preferred Shares; (ii“Initiating Holders”) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall::
(a) promptly within ten (10) days after the date such request is given, give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; andand
(b) use best all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are 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 not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:section 1.4:
(i) if Form S-3 is not available for such offering by the Holders;;
(ii) if the 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 to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000;5,000,000;
(iii) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its shareholders stockholders for such Form S-3 Registration registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.4; providedInitiating Holders, however, provided that such right shall be exercised by the Company shall not utilize this right more than once in any twelve month (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 one hundred twenty (120) day period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.41.4; or
(v) 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.
(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 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. Registrations effected pursuant to this Section 1.4 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.1.2.
Appears in 1 contract
Samples: Investors’ Rights Agreement (890 5th Avenue Partners, Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders holding at least two of the following groups:(i) the Holders of more than twenty percent (5020%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; or thirty percent (ii) the Holders of more than(5030%) of the New Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; then outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use its best efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are 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 not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
1.12: (i1) if Form S-3 is not available for such offering by the Holders;
; (ii2) if the 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 to the public (net of any underwriters’ ' discounts or commissions) of less than $1,000,000;
3,000,000; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board 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 Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty sixty (12060) days after receipt of the request of the Holder or Holders under this Section 1.41.12; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period;
; (iv4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.41.12; or (5) 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.
(c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the fees and disbursements of counsel for the Company and up to $10,000 of the reasonable fees and disbursements of one counsel for the Holders associated with the Registrable Securities, but excluding any underwriters' discounts or commissions and fees and expenses in excess of such $10,000, expenses referred to in Section 1.6, shall be borne by the Company. Registrations effected pursuant to this Section 1.4 1.12 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.21.2 or 1.3.
(d) The Company shall not be obligated to effect any registration pursuant to this Section 1.12 if the Company delivers to the Holders requesting registration under this Section 1.12 an opinion, in form and substance acceptable to such Holders, of counsel satisfactory to such Holders, that the Registrable Securities so requested to be registered may be sold or transferred pursuant to Rule 144(k) under the Act.
Appears in 1 contract
Samples: Investors' Rights Agreement (Kana Communications Inc)
Form S-3 Registration. In case the Company shall receive from at least two of the following groups:(i) the any Holder or Holders of more than (50%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or HoldersHolder, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use best efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
1.12: (i1) if Form S-3 is not available for such offering by the Holders;
; (ii2) if the 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 to the public (net of any underwriters’ ' discounts or commissions) of less than $1,000,000;
500,000; (iii3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board President of the Company stating that 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 Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) 60 days after receipt of the request of the Holder or Holders under this Section 1.41.12; provided, however, that the Company shall not utilize this right more than once in any twelve month period;
; or (iv4) if in any particular jurisdiction in which the Company haswould be required to qualify to do business or to execute a general consent to service of process in effecting such registration, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4.
(c) qualification or compliance. Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable practicable, and in any event within 45 days (provided that selling shareholders have provided in a timely manner all information regarding such selling shareholders required to be included in such registration statement), after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 1.4 1.12 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.2Sections 1.2 or 1.3, respectively.
Appears in 1 contract
Samples: Investors' Rights Agreement (Onyx Software Corp/Wa)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders who own at least two of the following groups:(i) the Holders of more than ten percent (5010%) of the Investor Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; then outstanding a written request or requests that the Company effect a registration on Form S-3 (or successor form) and any related qualification or compliance with respect to all or a part of the Investor Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly Promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use best efforts to effect, as As soon as practicable, use its best efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Investor Registrable Securities as are specified in such request, together with all or such portion of the Investor Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen thirty (1530) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
2.6: (i) if Form S-3 (or successor form) is not available for such offering by the Holders;
, (ii) if the Holders, together with the any other holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Investor Registrable Securities and such other securities registrable stock (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000;
, (iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board 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 Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any twelve month period;
(iv) if the Company has, within the twelve six (126) month period preceding the date of such request, already effected two registrations a registration on Form S-3 (or successor form) for the Holders pursuant to this Section 1.42.6 or a registration pursuant to Sections 2.1, 2.2 or 2.3(b) in which Investor Registrable Securities of such Holders were included, or (iv) in any particular jurisdiction in which the Company would be required to qualify generally to do business wherein it is not so qualified or to consent to general service of process in any such jurisdiction in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a registration statement covering the Investor Registrable Securities and other securities so requested registrable stock pursuant to be registered this Section 2.6 as soon as practicable after receipt of the request or requests of the Holders. The Company shall use its reasonable best efforts to keep such registration statement effective and comply with the provisions of the Securities Act applicable to the Company with respect to the disposition of all securities covered by such registration statement until all the Investor Registrable Securities covered by such registration statement have been sold.
(d) All Registration Expenses incurred in connection with the first two (2) registrations requested pursuant to this Section 2.6 shall be borne by the Company. After the first two (2) registrations, all such Expenses shall be borne pro rata by the holders participating in the Form S-3 registration. Registrations effected pursuant to this Section 1.4 2.6 shall not be counted as requests demands for registration effected pursuant to Section 1.22.1.
Appears in 1 contract
Samples: Registration Rights Agreement (Vitas Healthcare Corp)
Form S-3 Registration. In case the Company shall receive from at least two of the following groups:(i) the Holders of more than at least twenty percent (5020%) (subject to the Regulatory Voting Restriction) of the Registrable Securities held by (for purposes of this Section 2.3, the holders of the Series B-1 Preferred Shares; (ii“S-3 Initiating Holders”) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use best its commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are 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 not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.42.3:
(i) if Form S-3 is not available for such offering by the Holders;
(ii) if the 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 to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000;
(iii) if the Company shall furnish to the all Holders requesting a registration statement pursuant to this Section 2.3 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its shareholders stockholders for such Form S-3 Registration registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Holder or Holders under this Section 1.4S-3 Initiating Holders; provided, however, provided that such right shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.42.3;
(v) 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;
(vi) if the Company, within thirty (30) days of receipt of the request of such S-3 Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within ninety (90) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or
(vii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 2.2 of this Agreement, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 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 2.3 and the Company shall include such information in the written notice referred to in Section 2.3(a). The provisions of Section 2.1(b) of this Agreement shall be applicable to such request (with the substitution of Section 2.3 for references to Section 2.1).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 2.3 shall not be counted as requests for registration effected pursuant to Section 1.22.1 of this Agreement.
Appears in 1 contract
Form S-3 Registration. In After the Company has qualified for the use of Form S–3, in case the Company shall receive from at least two of the following groups:(i) the Holders of more than at least ten percent (5010%) of the then-outstanding Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance under applicable state securities laws with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use best efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are 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 not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4:
(i) if Form S-3 is not available for such offering by the Holders;, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion be included in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than Three Million Dollars ($1,000,0003,000,000), or
(iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to commence a public offering within sixty (60) days, other than pursuant to a Special Registration Statement;
(iiiiv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or 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 its shareholders stockholders for such Form S-3 Registration registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Holder or Holders under this Section 1.42.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period;, or
(ivv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.42.4, or
(vi) 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.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations The Holders shall be entitled to an unlimited number of registrations under this Section 2.4 and registrations effected pursuant to this Section 1.4 2.4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.22.2.
Appears in 1 contract
Samples: Investor Rights Agreement (Prestwick Pharmaceuticals Inc)
Form S-3 Registration. In case (a) Request for a Form S-3 Registration. Upon the Company becoming eligible for use of Form S-3 (or any successor form thereto) under the Securities Act in connection with a public resale of its securities, in the event that the Company shall receive from at least two one or more of the following groups:(i) Holders (the Holders of more than (50%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 "S-3 Initiating Holders; or (vi) the Series A Holder; "), a written request or requests that the Company effect a registration register, under the Securities Act on Form S-3 and (or any related qualification or compliance with respect to successor form then in effect) (an "S-3 Registration"), all or a part portion of the Registrable Securities owned by such Holder or S-3 Initiating Holders, the Company shall:
(a) promptly shall give written notice of such request to all of the Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)) at least thirty (30) days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use best efforts to effect, as soon as practicable, such registration and all offer such qualifications and compliances as may be so requested and as would permit or facilitate Holders the sale and distribution opportunity to register the number of all or such portion of such Holders’ Registrable Securities as are specified each such Holder may request in such requestwriting to the Company, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after their receipt from the Company of the written notice of such written notice from the Companyregistration. With respect to each S-3 Registration, provided, however, that the Company shall not be obligated shall, subject to effect any such registrationSection 5(b), qualification or compliance, pursuant to this Section 1.4:
(i) if Form S-3 is not available for include in such offering by the Holders;
Registrable Securities of the S-3 Initiating Holders and (ii) if include in such offering the Holders, together with the holders of any other securities Registrable Securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such Holders (other securities (if any) at than S-3 Initiating Holders which have requested an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000;
(iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board 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 Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that 5(a)) who have requested in writing to participate in such registration on the Company shall not utilize this right more than once in any twelve month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4.
(c) Subject to the foregoing, the Company shall file a registration statement covering same terms and conditions as the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2S-3 Initiating Holders included therein.
Appears in 1 contract
Samples: Investor Rights Agreement (Amicus Therapeutics Inc)
Form S-3 Registration. In case the Company shall receive from at least two of the following groups:(i) the one or more Holders of more than (50%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%) of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, provided the number of shares requested to be sold would have an aggregate price to the public of at least $1,000,000, then the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other HoldersHolders of Registrable Securities; and
(b) use best efforts to effect, as soon as practicable, such use its best efforts to effect the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate of the sale and distribution of all or such portion of such Holders’ the Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given received by the Company within fifteen (15) 20 days after receipt of such written notice from the Company, Company is given under Section 2.5(a) above; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, registration pursuant to this Section 1.42.5:
(i) if Form S-3 is not available for such offering by the Holders;
(ii) if the 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 to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000;
(iii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer or Chairman of the Board 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 stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period an aggregate of not more than one hundred twenty (120) 90 days after receipt of the request of the Holder or Holders under this Section 1.4Holders; provided, however, that the Company shall may not utilize this right more than once twice in any twelve twelve-month period;; or
(iviii) if in any particular jurisdiction in which the Company haswould be required to qualify to do business or to execute a general consent to service of process in effecting such registration, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4.
(c) Subject to the foregoing, unless the Company shall file a registration statement covering is already subject to service in such jurisdiction and except as may be required by the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request Act or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2applicable rules or regulations thereunder.
Appears in 1 contract
Samples: Registration Rights Agreement (Breakaway Solutions Inc)
