Form S-3 Registration. (a) At the time that the Company is qualified to use a Form S-3 (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if the Company shall receive from any holder or holders of Restricted Stock a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to Restricted Stock owned by such holder or holders, the Company will: (i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted Stock; and (ii) as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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' Restricted Stock as are specified in such request, together with all or such portion of the Restricted Stock of any holder or holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company, provided that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement (A) more than once in any twelve month period, or (B) if the Company is not entitled to use Form S-3 for registration for shares of its own stock or for shares of its stockholders. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted Stock. (b) Registrations effected pursuant to this Section 3 shall not be counted as requests for registration effected pursuant to Section 2. (c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction. (d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 2 contracts
Samples: Registration Rights Agreement (Intralinks Inc), Registration Rights Agreement (Intralinks Inc)
Form S-3 Registration. (a) At the time that the Company is qualified to use a Form S-3 (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if In case the Company shall receive from any holder Holder or holders Holders holding at least five percent (5%) of Restricted Stock the Registrable Shares, a written request or requests that the Company effect a registration on Form S-3 S-3, and any related qualification or compliance compliance, with respect to Restricted Stock owned by such holder or holdersRegistrable Shares, the Company will:
, within twenty (i20) promptly days after receipt of any such request, give written notice of the proposed registration, and any related qualification or compliance, to all other holders Holders, and include in such registration all Registrable Shares held by all such Holders who wish to participate in such registration and who have provided the Company with written requests for inclusion therein within fifteen (15) days after the receipt of Restricted Stock; and
(ii) as soon as practicablethe Company’s notice. Thereupon, the Company shall effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate and all such qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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 Holder’s or holders' Restricted Stock Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Restricted Stock Registrable Securities of any holder other Holder or holders Holders joining in such request as are specified in a written request given within thirty fifteen (3015) days after receipt of such written notice from the Company; provided, provided however, that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement (A) more than once in any twelve month periodcompliance, or (B) if the Company is not entitled to use Form S-3 for registration for shares of its own stock or for shares of its stockholders. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted Stock.
(b) Registrations effected pursuant to this Section 3 shall not be counted as requests for registration effected pursuant to Section 2.
(c) Anything to the contrary in this Section 3 notwithstanding3.4, a registration shall not be effected pursuant to this Section 3 (i) if Form S-3 is not available for Restricted Stock with an such offering by the Holders; (ii) if such registration, qualification or compliance would require the Company to be qualified to do business in a jurisdiction in which it is not qualified to do business, or to execute a general consent to service of process in a jurisdiction where it has not previously granted general consent to service of process; (iii) after it has effected six (6) registrations under this Section 3.4; or (iv) if the aggregate market value price to the public of the shares to be registered is less than $2,000,000, or 500,000 (ii) once the Restricted Stock otherwise may be sold to the public without restrictionfive hundred thousand U.S. dollars).
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 2 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Borderfree, Inc.)
Form S-3 Registration. (a) At the time that the Company is qualified to use a Form S-3 (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if If the Company shall receive from receive, at any holder time commencing on the earlier of (i) the conversion of the Preferred Stock purchased pursuant to the Purchase Agreement or holders of Restricted Stock (ii) December 31, 1997, a written request or requests from the Initiating Holders that the Company effect a registration on Form S-3 (or any similar successor form) and any related qualification or compliance with respect to Restricted Stock all or a part of the Registrable Securities owned by such holder Holder or holdersHolders, the Company will:
(ia) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted StockHolders; and
(iib) as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate and all such qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such holderHolder's or holdersHolders' Restricted Stock Registrable Securities as are specified in such request, together with all or such portion of the Restricted Stock Registrable Securities of any holder other Holder or holders Holders joining in such request as are specified in a written request given within thirty (30) 15 days after receipt of such written notice from the Company; provided, provided however, that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement Section 14: (A) more than once in any twelve month period, or (Bi) if the Company is not qualified as a registrant entitled to use Form S-3 (or the applicable successor form); 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 any other securities at an aggregate price to the public of less than $2,500,000; or (iii) if the Company has, within the 12-month period preceding the date of such request, already effected two registrations on Form S-3 (or applicable successor form) for registration for shares the Holders pursuant to this Section 14; (iv) the number of its own stock securities proposed to be sold are then eligible to be sold under Rule 144 in a single three month period; or for shares (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 its stockholdersprocess in effecting such registration, qualification or compliance. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted Stock.
(b) Initiating Holders. Registrations effected pursuant to this Section 3 14 shall not be counted as requests demands for registration effected pursuant to Section 2.
(c) Anything to . The Holders agree that the contrary in this Section 3 notwithstanding, a maximum number of shares that they will sell using an S-3 registration shall not be effected statement filed by the Company pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once 14 during any three month period will not exceed the Restricted Stock otherwise may be sold to the public without restrictionlimit imposed by Rule 144(e)(1).
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 2 contracts
Samples: Registration Rights Agreement (Acres Gaming Inc), Registration Rights Agreement (International Game Technology)
Form S-3 Registration. (a) At the time that the Company is qualified to use a Form S-3 (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if If the Company shall receive from any holder or holders of Restricted Stock Stock, a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to Restricted Stock owned by such holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $2,000,000, the Company will:
(i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted Stock; and
(ii) as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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' Restricted Stock as are specified in such request, together with all or such portion of the Restricted Stock of any holder or holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company, provided that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement Section 6 (A) more than once in any twelve month 180-day period, or (B) if the Company is not entitled to use Form S-3 for registration for shares of its own stock or for shares of its stockholdersS-3. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted Stock.
(b) Registrations effected pursuant to this Section 3 6 shall not be counted as requests for registration effected pursuant to Section 2.
5. Except as provided in the foregoing paragraph (c) Anything to a), the contrary in this Section 3 notwithstandingCompany will not effect any other registration of its Common Stock, whether for its own account or that of other holders, from the date of receipt of a registration shall not be effected notice from requesting holders pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once 6 until such time as the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in managing underwriter shall reasonably request. In the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a this Section 6, each holder of Restricted Stock does who shall not elect to sell his be selling its Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder offering shall agree to refrain from selling or otherwise transferring its such Restricted Stock so registered for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.such
Appears in 2 contracts
Samples: Registration Rights Agreement (MRC Group), Registration Rights Agreement (MRC Group)
Form S-3 Registration. (a) At the time that the Company is qualified to use a Form S-3 (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if If the Company shall receive from any holder or holders of Restricted Stock Stock, a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to Restricted Stock owned by such holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, the Company will:
(i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted Stock; and
(ii) as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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' Restricted Stock as are specified in such request, together with all or such portion of the Restricted Stock of any holder or holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company, provided that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement Section 5 (A) more than once in any twelve month 180-day period, or (B) if the Company is not entitled to use Form S-3 for registration for shares of its own stock or for shares of its stockholdersS-3. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted Stock.
(b) Registrations effected pursuant to this Section 3 5 shall not be counted as requests for registration effected pursuant to Section 24.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 2 contracts
Samples: Registration Rights Agreement (Acreedo Health Inc), Registration Rights Agreement (Global Knowledge Inc)
Form S-3 Registration. (a) At the time that the Company is qualified to use a Form S-3 (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if In case the Company shall receive from any holder or holders Holders of Restricted Stock at least twenty-five percent (25%) of the Registrable Securities 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 Restricted Stock all or a part of the Registrable Securities owned by such holder Holder or holdersHolders, the Company willshall:
(ia) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted StockHolders; and
(iib) use commercially reasonable efforts to effect, as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate and all such qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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' Restricted Stock Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Restricted Stock Registrable Securities of any holder or holders other Holders joining in such request as are specified in a written request given within thirty fifteen (3015) days after receipt of such written notice from the Company, provided provided, however, that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Agreement Section 1.4:
(Ai) more 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 once in any twelve month period, or $1,000,000;
(Biii) if the Company is not entitled to use has, within the six (6) month period preceding the date of such request, already effected one registration on Form S-3 for registration for shares the Holders pursuant to this Section 1.4; or
(iv) in any particular jurisdiction in which the Company would be required to qualify to do business, where not otherwise required, or to execute a general consent to service of its own stock process in effecting such registration, qualification or for shares of its stockholders. compliance.
(c) Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted Stock.
(b) Holders. Registrations effected pursuant to this Section 3 1.4 shall not be counted as requests for registration effected pursuant to Section 21.2 or Section 1.3.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (CloudMinds Inc.), Investors’ Rights Agreement (Cloudminds Inc.)
Form S-3 Registration. (a) At the time that the Company is qualified to use a Form S-3 (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if In case the Company shall receive from any holder Holder or holders Holders of Restricted Stock Registrable Securities or Put Registrable Securities 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 Restricted Stock all or a part of the Registrable Securities owned by such holder Holder or holdersHolders, the Company will:
(ia) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders Holders of Restricted StockRegistrable Securities and Put Registrable Securities; and
(iib) as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate and all such qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such holderHolder's or holdersHolders' Restricted Stock Registrable Securities or Put Registrable Securities as are specified in such request, together with all or such portion of the Restricted Stock Registrable Securities or Put Registrable Securities of any holder other Holder or holders Holders joining in such request as are specified in a written request given within thirty fifteen (3015) days after receipt of such written notice from the Company; provided, provided however, that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement Section 2.5:
(Ai) 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 or Put Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five million dollars ($5,000,000), or
(iii) if within thirty (30) days of receipt of a written request from the Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company's intention to file a registration statement within sixty (60) days and such registration statements is filed within such sixty (60) day period;
(iv) if the Company shall furnish to each Holder a certificate signed by the Chief Executive Officer of the Company stating that the Board of Directors of the Company has determined in its reasonable and good faith business judgment that it would be materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time because the sale of Registrable Securities covered by such registration statement or the disclosure of information therein or in any related prospectus or prospectus supplement would materially interfere with or otherwise adversely affect in any material respect any acquisition, financing, corporate reorganization or other material transaction or development involving the Company for sales of Registrable Securities thereunder to then be permitted, and setting forth in general terms the reasons for such determination, then the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.5; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period and provided further the Company shall not register any other capital stock during such ninety (90) day period, or or
(Bv) if the Company is not entitled to use has, within the six (6) month period preceding the date of such request, already effected one (1) registration on Form S-3 for registration for shares the Holders pursuant to this Section 2.5, 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 its own stock process in effecting such registration, qualification or for shares of its stockholders. compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Restricted Stock Registrable Securities and Put Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted Stock.
(b) Holders. Registrations effected pursuant to this Section 3 2.5 shall not be counted as requests demands for registration or registrations effected pursuant to Section 22.2.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 2 contracts
Samples: Investor Rights Agreement (Atviso LTD), Investor Rights Agreement (Softbank Corp)
Form S-3 Registration. After its IPO, the Company shall use its --------------------- best efforts to qualify for registration on Form S-3. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, any Holder or Holders of Registrable Securities shall have the right to request registration on Form S-3 (a) At all such requests shall be in writing and shall state the time number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders); provided, that the Company is qualified shall not be obligated to use a Form S-3 so register if the total registered securities, in the aggregate, represent less than $1,000,000 in value (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if based upon the anticipated consideration received therefor). In case the Company shall receive from any holder a Holder or holders of Restricted Stock Holders a written request or requests that the Company effect a registration on Form S-3 and any related state securities qualification or blue sky compliance with respect to Restricted Stock such an amount of the Registrable Securities owned by such holder Holder or holdersHolders, the Company willshall:
(ia) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted StockHolders; and
(iib) 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 of Holders joining in such request as are specified in a written request given within 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 1.7 if Form S-3 is not available for such offering by Holder(s). Provided however, that the Company shall not be obligated to take any action to effect any such registration, qualification, or compliance pursuant to this Section 1.7;
(A) In any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(B) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date one hundred eighty (180) days immediately following the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); provided that the Company is actively employing in good -------- faith all reasonable efforts to cause such registration statement to become effective; or
(C) If the Company shall furnish to such Holder or Holders requesting registration pursuant to this Section a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its reasonable efforts to register, qualify or comply under this Section 1.7 shall be deferred for a period not to exceed 120 days from the date of receipt of written request from such Holder or Holders, provided that the Company may not exercise this deferral right more than once within any 12 month period. Subject to the foregoing, the Company shall effect such registration, qualification, or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government governmental requirements or regulations) 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' Restricted Stock as are specified in such request, together with all or such portion of the Restricted Stock of any holder or holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company, provided that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement (A) more than once in any twelve month period, or (B) if the Company is not entitled to use Form S-3 for registration for shares of its own stock or for shares of its stockholders. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holders Holder. If the registration to be effected pursuant to the Section 1.7 is to be an underwritten public offering, it shall be managed by an underwriter or underwriters selected by the Company and reasonably acceptable to a majority in interest of the Restricted Stock.
(b) Registrations effected Holders requesting registration. In such event, the right of any Holder to registration pursuant to this Section 3 1.7 shall not be counted as requests for registration effected pursuant to Section 2.
(c) Anything conditioned upon the participation by such Holder in such underwriting and the inclusion of the Registrable Securities of such Holder in the underwriting to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by extent provided herein. If the managing underwriter so selected determines that such sale would adversely effect the marketing factors require a limitation of the securities number of shares to be underwritten, the managing underwriter may limit the Registrable Securities held by such Holders to be included in such registration. The Company shall so advise such Holders, and the number of shares of Registrable Securities that may be included in the registration shall be allocated among the Holders and other holders as follows: first, among the Holders in proportion to the respective amounts of Registrable Securities held by each of such Holders at the time of filing of the Companyregistration statement and second, to the other holders in proportion as nearly as practicable, to the amount of up Stock entitled to 180 daysinclusion in such registration. Any Registrable Securities or other securities that are so excluded from the underwriting shall be excluded from the registration. As used throughout this Section the term "Form S-3" shall be deemed to include any equivalent successor form for registration pursuant to the Act.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Esperion Therapeutics Inc/Mi), Investors' Rights Agreement (Esperion Therapeutics Inc/Mi)
Form S-3 Registration. (a) At the time that If the Company is qualified eligible to use a Form S-3 under the Securities Act (or any similar successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if the Company shall receive from any holder or holders of Restricted Stock a Purchaser and its permitted transferees (the "S-3 Initiating Holders") 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 Restricted Stock all or 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 registration (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 the lesser of $500,000 or holdersthe remaining Registrable Securities), the Company will:
shall (i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted StockRegistrable Securities; and
and (ii) as soon as practicable, use reasonable best efforts to file and effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate and all such qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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' Restricted Stock the Registrable Securities as are specified in such request, together with all or such portion of the Restricted Stock Registrable Securities of any other holder or in the group of holders joining in such request as are is specified in a written request given within thirty fifteen (3015) days after the holder's receipt of such written notice from the Company, provided that (i) the Company may defer such . No registration for one period of up to 90 days during requested by any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement (A) more than once in any twelve month period, or (B) if the Company is not entitled to use Form S-3 for registration for shares of its own stock or for shares of its stockholders. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted Stock.
(b) Registrations effected Initiating Holders pursuant to this Section 3 1.3 shall not be counted as requests for deemed a registration effected pursuant to Section 21.1.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Samples: Registration Rights Agreement (Electronic Game Card Inc)
Form S-3 Registration. If at any time (ai) At the time that the Company is qualified to use a Form S-3 (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if the Company shall receive from any holder or the holders of at least 50% of the Restricted Stock a written request or requests that the Company effect a registration of all or any portion of the shares of Restricted Stock on Form S- 3 or any successor thereto, and (ii) the Company is a registrant entitled to use Form S-3 and or any related qualification or compliance with respect successor thereto to Restricted Stock owned by register such holder or holdersshares, the Company will:
(i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of any shares of Restricted Stock; and
(ii) as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-post- effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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' Restricted Stock as are specified in such request, together with all or such portion of the Restricted Stock of any holder or holders of Restricted Stock joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company, ; provided that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement (A) Section 3 more than once in any twelve month period, or (B) if 180-day period and provided further that the Company is shall not entitled be obligated to use Form S-3 for effect any such registration for shares of its own stock or for shares of its stockholdersunless the proceeds to be realized in connection with such registration shall not reasonably be expected to be less than $1,000,000. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock so requested to be registered as soon as practicable after receipt of the request or requests of the holder or holders of Restricted Stock to do so. Notwithstanding anything to the Restricted Stockcontrary in this Agreement, (i) the Company may delay for up to ninety (90) days the effectiveness of, and (ii) the Company may suspend for up to thirty (30) days, not more than once during the term of this Agreement, the effectiveness of, a registration statement pursuant to a request under this Section 3 if the Board of Directors of the Company shall determine such registration (or, in the case of a suspension of a registration, sales under such registration statement) would not be in the best interests of the Company at such time, during which period the requesting holders may withdraw their request, in which case the requesting holders will not be deemed to have made a request for registration under this Section 3.
(a) Commencing one year after the Company becomes subject to the requirements of Section 12 or 15(d) of the Securities Exchange Act of 1934, as amended, the Company shall use its reasonable best efforts to satisfy the registrant requirements applicable for use of registration statements on Form S-3 (or any successor form thereto) for the resale of securities by selling stockholders.
(b) Registrations effected pursuant to this Section 3 shall not be counted as requests for registration effected pursuant to Section 2.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Samples: Registration Rights Agreement (Prism Financial Corp)
Form S-3 Registration. (a) At the time that the Company is qualified to use a Form S-3 (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if In case the Company shall receive --------------------- from any holder Investor or holders Investors holding not less than fifty percent (50%) of Restricted Stock the Registrable Securities 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 Restricted Stock all or a part of the Registrable Securities owned by such holder Investor or holdersInvestors, the Company will:
(i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted StockInvestors; and
(ii) as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate and all such qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such holderInvestor's or holdersInvestors' Restricted Stock Registrable Securities as are specified in such request, together with all or such portion of the Restricted Stock Registrable Securities of any holder other Investor or holders Investors joining in such request as are specified in a written request given within thirty (30) 15 days after receipt of such written notice from the Company; provided, provided however, that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Agreement Section 2(c): (Ai) if Form S-3 is not available for such offering by the Investors; (ii) if the Company shall furnish to the Investors a certificate signed by the President of Company stating that in the good faith judgment of the Board of Directors of the Company that the registration would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, and that the Company is not otherwise required by applicable securities laws or regulations to disclose, 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 120 days after receipt of the request of the Investor or Investors under this Section 2(c); provided, however, that the Company shall not utilize this right more than once in any twelve month period, or ; (Biii) if the Company is not entitled to use has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Investors pursuant to this Section 2(c); (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) during the period ending one hundred eighty (180) days after the effective date of a registration for shares of its own stock or for shares of its stockholders. statement subject to Section 2(b).
(iii) Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted Stock.
(b) Investors. Registrations effected pursuant to this Section 3 2(c) shall not be counted as requests demands for registration or registrations effected pursuant to Section 2Sections 2(a).
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Form S-3 Registration. (a) At the time that the Company is qualified to use a Form S-3 (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if In case the Company shall receive from any holder or holders Holders of Restricted Stock Registrable Securities (for purposes of this Section 1.4, the “Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to Restricted Stock all or a part of the Registrable Securities owned by such holder Holder or holdersHolders, the Company willshall:
(ia) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted StockHolders; and
(iib) use all commercially reasonable efforts to effect, as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate and all such qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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' Restricted Stock Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Restricted Stock Registrable Securities of any holder or holders other Holders joining in such request as are specified in a written request given within thirty fifteen (3015) days after receipt of such written notice from the Company, provided provided, however, that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Agreement section 1.4:
(Ai) 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 less than 100,000 Registrable Securities (as adjusted for stock splits, stock dividends, combinations or the like);
(iii) 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;
(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) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of, any registration statement pertaining to securities of the Company, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or
(vi) if the Company shall furnish to the Initiating Holders a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12) month periodperiod and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).
(Bc) if 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 is not entitled as a part of their request made pursuant to use Form S-3 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 registration for shares of its own stock or for shares of its stockholders. references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted Stock.
(b) Initiating Holders. Registrations effected pursuant to this Section 3 1.4 shall not be counted as requests for registration effected pursuant to Section 2Sections 1.2.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Restore Medical, Inc.)
Form S-3 Registration. (a) At the time that If the Company is qualified eligible to use a Form S-3 under the Securities Act (or any similar successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if the Company shall receive from any holder or holders of Restricted Stock a Purchaser and its permitted transferees (the "S-3 Initiating Holders") 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 Restricted Stock all or 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 registration (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 the lesser of $5,000,000 or holdersthe remaining Registrable Securities), the Company will:
shall (i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted StockRegistrable Securities; and
and (ii) as soon as practicable, use reasonable best efforts to file and effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate and all such qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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' Restricted Stock the Registrable Securities as are specified in such request, together with all or such portion of the Restricted Stock Registrable Securities of any other holder or in the group of holders joining in such request as are is specified in a written request given within thirty fifteen (3015) days after the holder's receipt of such written notice from the Company, provided that (i) the Company may defer such . No registration for one period of up to 90 days during requested by any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement (A) more than once in any twelve month period, or (B) if the Company is not entitled to use Form S-3 for registration for shares of its own stock or for shares of its stockholders. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted Stock.
(b) Registrations effected Initiating Holders pursuant to this Section 3 1.3 shall not be counted as requests for deemed a registration effected pursuant to Section 21.1.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Samples: Registration Rights Agreement (Bioaccelerate Holdings Inc)
Form S-3 Registration. (a) At the time that the Company is qualified to use a Form S-3 (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if In case the Company shall receive from any holder or holders of Restricted Stock a written request --------------------- or requests from the Initiating Holders that the Company effect a registration on Form S-3 (or any similar successor form) and any related qualification or compliance with respect to Restricted Stock all or a part of the Registrable Securities owned by such holder Holder or holdersHolders, the Company will:
(ia) promptly give written notice of the proposed pro posed registration, and any related qualification or compliance, to all other holders of Restricted StockHolders; and
(iib) as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate and all such qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such holderHolder's or holdersHolders' Restricted Stock Registrable Securities as are specified in such request, together with all or such portion of the Restricted Stock Registrable Securities of any holder other Holder or holders Holders joining in such request as are specified in a written request given within thirty (30) 15 days after receipt of such written notice from the Company; provided, provided however, that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement Section 14: (A) more than once in any twelve month period, or (Bi) if the Company is not qualified as a registrant entitled to use Form S-3 (or the applicable successor form); 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 any other securities at an aggregate price to the public of less than $1,000,000; or (iii) if the Company has, within the 12-month period preceding the date of such request, already effected two registrations on Form S-3 (or applicable successor form) for registration for shares the Holders pursuant to this Section 14; or (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 its own stock process in effecting such registration, qualification or for shares of its stockholderscompliance. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted StockInitiating Holders.
(b) Registrations effected pursuant to this Section 3 shall not be counted as requests for registration effected pursuant to Section 2.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Samples: Master Registration Rights Agreement (Virtual Mortgage Network Inc)
Form S-3 Registration. (a) At Subject to the time that the Company is qualified to use a Form S-3 (or successor short form registration formconditions of this Section 1.12, if applicable) for registration for shares of its own stock or for shares of its stockholders and if the Company shall receive from any holder or holders the Holders of Restricted Stock at least twenty-five percent (25%) of the Registrable Securities 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 Restricted Stock all or a part of the Registrable Securities owned by such holder or holdersHolder(s), then the Company will:
shall (ia) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted Stock; and
Holders and (iib) use its commercially reasonable efforts to effect, as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate and all such qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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' Restricted Stock as are the Registrable Securities specified in such request, together with all or such portion of the Restricted Stock Registrable Securities of any holder or holders other Holder joining in such request as are specified in a written request given within thirty fifteen (3015) calendar days after receipt of the date the Company’s notice referred to in clause (a) of this sentence is given.
(b) If the Holders requesting registration pursuant to this Section 1.12 intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request made pursuant to this Section 1.12 and the Company shall include such information in the written notice referred to in clause (a) of Section 1.12(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Holders requesting registration. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such written notice from Holder’s Registrable Securities in the Companyunderwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 1.4(f)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.12, provided if the underwriter advises the Holders requesting registration in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Holders requesting registration shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Holders requesting registration, in proportion (as nearly as practicable) to the amount of Registrable Securities requested by each such Holder to be included in such underwriting. In no event shall (i) the Company may defer such registration for one period amount of up to 90 days during any 12-month period Registrable Securities of the Holders included in the offering be reduced unless the securities of all other selling stockholders are excluded from the offering and (ii) the amount of Registrable Securities of the Holders included in the offering that constitutes Conversion Stock be reduced unless the Registrable Securities of the Holders included in the offering that do not constitute Conversion Stock are excluded from the offering.
(c) Notwithstanding the foregoing, if the Company shall furnish to the Holder(s) requesting a registration pursuant to this Section 1.12, a certificate signed by the Company’s President stating that in the good faith judgment of the Company’s Board of Directors, such registration would be seriously detrimental to the Company and its stockholders and that it is, therefore, essential to defer taking action with respect to such registration, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) calendar days after the date the request of the Holder(s) requesting a registration pursuant to this Section 1.12 is given; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period.
(d) In addition, the Company shall not be obligated to effect effect, or to take any action to effect, any registration pursuant to this Section 1.12:
(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 underwriting discounts and commissions) of less than $1,000,000;
(iii) if the Company has, within the six (6) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 1.12;
(iv) after the Company has effected two (2) registrations pursuant to this Section 1.12 and such registrations have been declared or ordered effective, provided that a registration shall not count as one of the registrations pursuant to this Section 1.12 unless holders of Registrable Securities are able to sell at least a majority of the shares of Registrable Securities included in such registration;
(v) during the period starting with the date sixty (60) calendar days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) calendar days after the effective date of, any registration statement pertaining to a public offering of securities for the Company’s account; provided that the Company is actively employing its commercially reasonable efforts to cause such registration statement to be effective; 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 by the Securities Act.
(e) All expenses incurred in connection with a registration requested pursuant to this Agreement Section 1.12 (Aother than underwriting discounts and commissions), including (without limitation) more than once in any twelve month periodall registration, or (B) if filing, qualification, printer’s fees, accounting fees and fees and disbursements of counsel for the Company is not entitled and the reasonable fees and disbursements of one counsel for the selling Holders (designated by the holders of at least a majority of the Registrable Securities to use Form S-3 for registration for shares of its own stock or for shares of its stockholders. Subject to be included therein), shall be borne by the foregoingCompany; provided, however, that the Company shall file not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 1.12 if the registration request is subsequently withdrawn at the request of the Holders of at least a registration statement covering majority of the Restricted Stock so requested Registrable Securities to be registered as soon as practicable after receipt (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the request Registrable Securities agree to forfeit their right to one registration pursuant to this Section 1.12; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or requests prospects of the holders Company from that known to the Holders at the time of their request and have withdrawn the Restricted Stock.
(b) request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to this Section 1.12. Registrations effected pursuant to this Section 3 1.12 shall not be counted as requests demands for registration or registrations effected pursuant to Section 2Sections 1.2 or 1.3, respectively.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Form S-3 Registration. (a) At the time that the Company is qualified to use a Form S-3 (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if If the Company shall receive from receive, at any holder or holders time after it shall have consummated the first underwritten public offering of Restricted Stock its Common Stock, a written request or requests from the holders of Restricted Securities constituting (i) at least 10% of the total Restricted Securities outstanding at such time (treating for the purpose of such computation the holders of Preferred Shares as the holders of the Conversion Shares then issuable upon conversion of such Preferred Shares), or (ii) who will seek registration of Registered Securities with a gross market value of at least $1,000,000 (calculated by multiplying the number of Restricted Securities sought to be sold by the last sale or closing price on the date preceding the request or requests) that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to Restricted Stock Securities owned by such holder or holders, the Company will:
(i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted Securities from whom notice has not been received and to holders of Founders Stock; and
(ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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' Restricted Stock Registrable Securities as are specified in such request, together with all or such portion of the Restricted Stock Registrable Securities of any holder or holders thereof joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company, provided that (i) the Company may defer number of shares of -------- Registrable Securities to be included in such registration for one period may be reduced (pro rata among the holders requesting registration thereof --- ---- based upon the number of up shares requested to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement (A) more than once in any twelve month period, or (Bregistered) if and to the Company is not entitled extent that the managing underwriter (if the method of disposition shall be an underwritten public offering) shall be of the opinion that the inclusion of all Registrable Securities requested to
(a) be included in such offering would adversely affect the marketing of the Registrable Securities to use Form S-3 for registration for shares of its own stock or for shares of its stockholdersbe sold in such offering. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted StockRegistrable Securities.
(b) The Company shall be obligated to register the Registrable Securities pursuant to Section 5(a) not more than three times per calendar year. Registrations effected pursuant to this Section 3 5 shall not be counted as requests for registration effected pursuant to Section 24.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Form S-3 Registration. Unless otherwise instructed in writing by the Holder, within thirty (a30) At days after any conversion of shares of Preferred Stock held by Holder into shares of Common Stock in accordance with Section 6 of the time that Certificate of Designation (as defined in the Purchase Agreement), the Company is qualified will use its best efforts to use a Form S-3 (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if the Company shall receive from any holder or holders of Restricted Stock a written request or requests that the Company effect a registration on Form S-3 and any all related qualification or compliance with respect to Restricted Stock owned by such holder or holders, the Company will:
(i) promptly give written notice of the proposed registration, qualifications and any related qualification or compliance, to all other holders of Restricted Stock; and
(ii) as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) as may be so requested and compliances as would permit or facilitate the sale and distribution of all or such portion shares of such holderHolder's or holders' Restricted Stock as are specified in such requestRegistrable Securities that Holder requests; provided, together with all or such portion of the Restricted Stock of any holder or holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Companyhowever, provided that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement Section 1.2: (Aa) if Form S-3 is not available for such offering by the Holder; (b) if the Holder proposes to sell Registrable Securities having an aggregate value of less than $10,000,000 based upon the applicable conversion or exercise price for such shares of Registrable Securities, respectively, as determined in accordance with Section 6(C) of the Certificate of Designation or the applicable Warrants, respectively; (c) if the Company shall furnish to the Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its 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 120 days after the applicable conversion of Holder's Preferred Stock to Common Stock; provided, however, that the Company shall not utilize this right more than once in any twelve twelve-month period; (d) 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 (Be) if during the Company is not entitled to use Form S-3 for registration for shares period ending ninety (90) days after the effective date of its own stock or for shares of its stockholders. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted Stock.
(b) Registrations effected pursuant to this Section 3 shall not be counted as requests for registration effected pursuant to Section 2.
(c) Anything to which the contrary Company registered any of its stock under the Securities Act in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock connection with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of such securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock solely for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 dayscash.
Appears in 1 contract
Form S-3 Registration. (a) At the If at any time that the Company is qualified to use a Form S-3 (or successor short form registration form, if applicablei) for registration for shares of its own stock or for shares of its stockholders and if the Company shall receive from any holder or holders of Restricted Stock a written request or requests that the Company effect a registration of all or any portion of the shares of Restricted Stock on Form S-3 or any successor thereto and specifying the proposed manner of disposition of such Shares (an "S-3 Request"), and (ii) the Company is a registrant under the Securities Act entitled to use Form S-3 or any related qualification or compliance with respect successor thereto to Restricted Stock owned by register such holder or holdersshares, the Company will:
(i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of any shares of Restricted Stock and Founders Stock; and
(ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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' Restricted Stock as are specified in such requestthe S-3 Request, together with all or such portion of the Restricted ITXC Third Amended Registration Rights Agreement Stock of any holder or holders of Restricted Stock joining in such S-3 Request and all or such portion of the shares of Founders Stock of any holder or holders of Founders Stock joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company; provided, provided however, ----------------- that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement (A) Section 5 more than once in any twelve month 180-day period; and provided further, or however, ---------------- ------- that the number of shares of Restricted Stock and Founders Stock to be included in any underwriting effected pursuant to this Section 5 may be reduced (Bfirst, pro rata among the requesting holders of Founders --- ---- Stock based upon the number of shares of Founders Stock for which registration has been requested and then, if necessary, pro rata among --- ---- holders of Restricted Stock based upon the aggregate original purchase price represented by the shares of Restricted Stock for which registration has been requested) if and to the Company is not entitled to use Form extent that the managing underwriter, if the proposed method of disposition specified in the S-3 for registration for Request shall be an underwritten public offering, shall be of the opinion that the inclusion of all shares covered by such notices would materially adversely affect the marketing of its own stock or for shares of its stockholdersthe Restricted Stock. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock so requested to be registered as soon as practicable after receipt of the S-3 Request of the holder or holders of Restricted Stock to do so. Notwithstanding anything to the contrary in this Agreement, (i) the Company may delay for up to sixty (60) days the filing or effectiveness of a registration statement pursuant to a request or under this Section 5 if the Board of Directors of the Company shall determine that such registration would not be in the best interests of the Company at such time, during which period the requesting holders may withdraw their request, in which case the requesting holders will not be deemed to have made a request for registration under this Section 5 and (ii) if, after any such registration statement is declared effective, (x) the Board of Directors of the Company shall determine that sales of securities under such a registration would not be in the best interests of the Company at such time and (y) the Company requests of that selling stockholders refrain from selling shares thereunder in any distribution other than an underwritten offering, the holders of Restricted Stock and Founders Stock shall honor such request, provided that (a) in no event shall the Restricted StockCompany make any request under this clause (ii) if it has previously made a similar request under clause (ii) of the last proviso of Section 4(c) hereof, (b) any such request under this clause (ii) shall not be made on more than one occasion and (c) the aggregate number of days covered by any such request under this clause (ii) shall not exceed sixty (60) days.
(b) Registrations effected pursuant to this Section 3 5 shall not be counted as requests for registration effected pursuant to Section 24.
(c) Anything Commencing one year after the Company becomes subject to the contrary in this requirements of Section 3 notwithstanding12 or 15(d) of the Securities Exchange Act of 1934, a as amended, the ITXC Third Amended Registration Rights Agreement Company shall use its best efforts to satisfy the registrant requirements applicable for use of registration shall not be effected pursuant to this Section 3 statements on Form S-3 (ior any successor form thereto) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering resale of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from by selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 daysstockholders.
Appears in 1 contract
Form S-3 Registration. (a) At the time that the Company is qualified to use a Form S-3 (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if In case the Company shall receive from any holder Holder or holders Holders of Restricted Stock Registrable Securities a written request or requests that the Company effect a registration on Form S-3 statement, and any related qualification or compliance under blue sky laws, with respect to Restricted Stock all or a part of the Registrable Securities owned by such holder Holder or holdersHolders, the Company will:
(ia) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders Holders of Restricted StockRegistrable Securities and to all RWHolders; and
(iib) as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate and such qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such holderHolder's or holdersHolders' Restricted Stock Registrable Securities as are specified in such request, together with all or such portion of (i) the Restricted Stock Registrable Securities of any holder other Holder or holders Holders joining in such request as are specified in a written request given within thirty 15 days after receipt of such written notice from the Company and (30ii) the Representative's Securities of any RWHolder specified in a written request given in a written request within 15 days after receipt of such written notice from the Company, provided that . Any request for a registration pursuant to Section 2.4 shall be made in writing (ia "Form S-3 Registration Notice") by the Holders and shall set forth the number of Registrable Securities requested to be so registered and the applicable Holder's or Holders' preferred method of distribution of such Registrable Securities. Upon receipt by the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement (A) more than once in any twelve month period, or (B) if the Company is not entitled to use a Form S-3 for registration for shares of its own stock or for shares of its stockholders. Subject to the foregoingRegistration Notice, the Company shall file promptly notify (a "Form S-3 Company Notice") each other Holder, if any, in writing of such request for registration statement covering and, if any such Holder responds within 15 days after the Restricted Stock so effective date of such Form S-3 Company Notice, the Company shall, subject to this Section 2.4, include all Registrable Securities requested by any such Holder to be registered as soon as practicable after receipt in the registration. Failure of the request or requests of the holders of the Restricted Stock.
(b) Registrations effected pursuant any Holder to this Section 3 shall not be counted as requests for registration effected pursuant to Section 2.
(c) Anything respond to the contrary in this Section 3 notwithstanding, a registration Form S-3 Company Notice within the 15-day period specified above shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.be
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Pentastar Communications Inc)
Form S-3 Registration. (a) At the time that If the Company is qualified eligible to use a Form S-3 under the Securities Act (or any similar successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if the Company shall receive from any holder or holders of Restricted Stock a Purchaser and its permitted transferees (the "S-3 Initiating Holders") 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 Restricted Stock all or 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 registration (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 the lesser of $6,000,000 or holdersthe remaining Registrable Securities), the Company will:
shall (i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted StockRegistrable Securities; and
and (ii) as soon as practicable, use reasonable best efforts to file and effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate and all such qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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' Restricted Stock the Registrable Securities as are specified in such request, together with all or such portion of the Restricted Stock Registrable Securities of any other holder or in the group of holders joining in such request as are is specified in a written request given within thirty fifteen (3015) days after the holder's receipt of such written notice from the Company, provided that (i) the Company may defer such . No registration for one period of up to 90 days during requested by any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement (A) more than once in any twelve month period, or (B) if the Company is not entitled to use Form S-3 for registration for shares of its own stock or for shares of its stockholders. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted Stock.
(b) Registrations effected Initiating Holders pursuant to this Section 3 1.3 shall not be counted as requests for deemed a registration effected pursuant to Section 21.1.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Samples: Registration Rights Agreement (Advance Nanotech, Inc.)
Form S-3 Registration. (a) At the time that the Company is qualified to use a Form S-3 (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if In case the Company shall receive from any holder or holders of Restricted Stock 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 Restricted Stock all or a part of the Registrable Securities owned by such holder or holdersHolder, the Company willshall:
(ia) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted StockHolders; and
(iib) use best efforts to effect, as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate and all such qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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' Restricted Stock the Holder’s Registrable Securities as are specified in such request, together with all or such portion of the Restricted Stock of any holder or holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Companyprovided, provided however, that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Agreement Section 1.5:
(Ai) more 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 once in any twelve month period, or US$1,000,000;
(Biii) if the Company is not entitled to use has, within the six (6) month period preceding the date of such request, already effected one registration on Form S-3 for registration for shares the Holder pursuant to this Section 1.5;
(iv) in any particular jurisdiction in which the Company would be required to qualify to do business, where not otherwise required, or to execute a general consent to service of its own stock process in effecting such registration, qualification or for shares of its stockholders. compliance; or
(v) after the Company has effected two (2) registrations pursuant to this Section 1.3, and such registrations have been declared or ordered effective.
(c) Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted Stock.
(b) Holder. Registrations effected pursuant to this Section 3 1.5 shall not be counted as requests for registration effected pursuant to Section 21.3 or Section 1.4.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Samples: Investor Rights Agreement (JE Castings Investments LTD)
Form S-3 Registration. (a) At If any Holder or Holders holding twenty-five percent (25%) or more of the time Registrable Securities request that the Company is qualified to use file a registration statement on Form S-3 (or any successor short form registration form, if applicableto Form S-3) for registration a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,000.00, and the Company is a registrant entitled to use Form S-3 (or such successor form) to register the Registrable Securities for shares of its own stock or for shares of its stockholders and if such an offering, the Company shall receive from any holder use its best efforts to cause such Registrable Securities to be registered on such form for the offering and to cause such Registrable Securities to be qualified in such jurisdictions as the Holder or holders of Restricted Stock a written request or requests Holders may reasonably request; provided, however, that the Company shall not be required to effect a more than one such registration on Form S-3 in any twelve (12) month period, and any related qualification or compliance with respect shall not be required to Restricted Stock owned by effect more than two such holder or holdersregistrations in the aggregate. After the Company's first public offering of its securities, the Company will:will use its best efforts to qualify for Form S-3 registration or a similar short-form registration. The provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.6.
(ib) promptly give written notice of Notwithstanding the proposed registrationforegoing, and any related qualification or compliance, to all other holders of Restricted Stock; and
(ii) as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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' Restricted Stock as are specified in such request, together with all or such portion of the Restricted Stock of any holder or holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company, provided that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect take any action pursuant to this Section 1.6: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance pursuant unless the Company is already subject to this Agreement service in such jurisdiction and except as may be required by the Securities Act; (Aii) more during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following, the effective date of any registration statement pertaining to securities of the Company (other than once a registration of securities in any twelve month perioda Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (Biii) if the Company is not entitled shall furnish to such Holder a certificate signed by the President of the Company stating that in the good faith and reasonable judgment of the Board of Directors it would be detrimental to the Company or its stockholders for registration statements to be filed in the near future, then the Company's obligation to use Form S-3 for registration for shares of its own stock or for shares of its stockholders. Subject best efforts to the foregoing, the Company shall file a registration statement covering shall be deferred for a period not to exceed ninety (90) days from the Restricted Stock so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted Stock.
(b) Registrations effected pursuant to this Section 3 shall not be counted as requests for registration effected pursuant to Section 2.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.the
Appears in 1 contract
Form S-3 Registration. (a) At the time that the Company is qualified to use a Form S-3 (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if If the Company shall receive from any holder or holders of Restricted Stock Stock, a written request or requests that the Company effect a registration on Form S-3 and (or any related qualification or compliance with respect successor form to Restricted Stock owned by such holder or holdersForm S-3 regardless of its designation), the Company will:
: (i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted StockStock from whom notice has not been received; and
(ii) as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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' Restricted Stock as are specified in such request, together with all or such portion of the Restricted Stock of any holder or holders thereof joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company, provided PROVIDED that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement Section 6(a) if (A) more than once in any twelve month period, or (B) if the Company is not entitled to use Form S-3 for registration for (or any subsequent similar form) or (B) the aggregate amount of the Restricted Stock requested to be registered pursuant to this Section is less than $1,000,000, and PROVIDED, FURTHER, that the only securities which the Company shall be required to register pursuant hereto shall be shares of its own stock or for shares of its stockholdersCommon Stock. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted Stock.
(b) Registrations effected pursuant to this Section 3 6 shall not be counted as requests for registration effected pursuant to Section 25.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Samples: Registration Rights Agreement (Juno Online Services Inc)
Form S-3 Registration. (a) At In the time event that the Company is qualified to use a Form S-3 (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if the Company shall receive from any holder or holders of Restricted Stock receives a written request or requests from the Holders of at least ten percent (10%) of the Registrable Securities that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to Restricted Stock all or a part of the Registrable Securities owned by such holder or holdersHolders, the Company will:
(ia) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted StockHolders within ten (10) days after the date such request is given; and
(iib) as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate and all such qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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 Holder’s or holders' Restricted Stock Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Restricted Stock Registrable Securities of any holder other Holder or holders Holders joining in such request as are specified in a written request given within thirty fifteen (3015) days after receipt of such written notice from the Company; provided, provided however, that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Agreement Section 1.4: (Ai) more 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 of less than once in any twelve month period, or $1,000,000; (Biii) if the Company is not entitled to use has, within the 12-month period preceding the date of such request, already effected two (2) registrations on Form S-3 for registration for shares the Holders pursuant to this Section 1.4; or (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 its own stock process in effecting such registration, qualification or for shares of its stockholders. compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Restricted Stock Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted Stock.
(b) Holders. Registrations effected pursuant to this Section 3 1.4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 2Sections 1.2 or 1.3, respectively.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Form S-3 Registration. (a) At the time that the Company is qualified to use a Form S-3 (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if In case the Company shall receive from any holder Holder or holders Holders of Restricted Stock Registrable Securities 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 an anticipated aggregate price to Restricted Stock owned by such holder the public (net of any underwriters’ discounts or holderscommissions) of at least $2,500,000, the Company will:
(ia) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted StockHolders; and
(iib) as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate and all such qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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 Holder’s or holders' Restricted Stock Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Restricted Stock Registrable Securities of any holder other Holder or holders Holders joining in such request as are specified in a written request given within thirty (30) 15 days after receipt of such written notice from the Company; provided, provided however, that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Agreement Section 1.11: (Ai) if Form S-3 is not available for such offering by the Holders; (ii) 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. The Company shall have the right to defer taking action with respect to such filing for a period of not more than 90 days after receipt of the request of the Holders; provided, that the Company may not utilize this right more than once in any twelve 12-month period, or .
(Bc) if the Company is not entitled to use Form S-3 for registration for shares of its own stock or for shares of its stockholders. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holders Holders. All expenses incurred pursuant to Section 1.11, including, without limitation, all registration, filing and qualification fees, printers’ and accounting fees, fees of counsel for the Restricted Stock.
Company, and fees of one special counsel for the selling Holder or Holders (bnot to exceed $25,000) shall be borne by the Company. Registrations effected pursuant to this Section 3 1.11 shall not be counted as requests for registration registrations effected pursuant to Section 2.
(c) Anything 1.2. The Company shall have no obligation to the contrary effect more than two S-3 registrations in this Section 3 notwithstanding, a registration shall not be effected any 12-month period pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction1.11.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Arista Networks, Inc.)
Form S-3 Registration. (a) At the time that the Company is qualified to use a Form S-3 (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if If the Company shall receive from any holder or holders of Restricted Stock Stock, a written request or requests that the Company effect a registration on Form S-3 S-3, at any time that the Company is entitled to use such form, and any related qualification or compliance with respect to Restricted Stock owned by such holder or holders, the reasonably anticipated aggregate price to the public of which would equal at least $500,000, the Company will:
(i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted StockStock from whom notice has not been received; and
(ii) as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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' Restricted Stock as are specified in such request, together with all or such portion of the Restricted Stock of any holder or holders thereof joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company, provided provided, however, that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) only securities which the Company shall not be obligated required to effect any such registration, qualification or compliance register pursuant to this Agreement (A) more than once in any twelve month period, or (B) if the Company is not entitled to use Form S-3 for registration for hereto shall be shares of its own stock or for shares of its stockholdersCommon Stock. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted Stock.
(b) The Company shall be obligated to register Restricted Stock under Section 5(a) on an unlimited number of occasions but in no event more than twice in any twelve-month period and to cause any such registration to remain in effect for 90 days, after which time such registration may be terminated. Registrations effected pursuant to this Section 3 5 shall not be counted as requests for registration effected pursuant to Section 25.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Samples: Registration Rights Agreement (United Therapeutics Corp)
Form S-3 Registration. (a) At the time that the Company is qualified to use a Form S-3 (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if In case the Company shall receive from any holder Investor or holders of Restricted Stock Investors 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 Restricted Stock all or a part of the Registrable Securities owned by such holder Investor or holdersInvestors, the Company will:
(ia) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted StockInvestors; and
(iib) as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate and all such qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such holderInvestor's or holdersInvestors' Restricted Stock Registrable Securities as are specified in such request, together with all or such portion of the Restricted Stock Registrable Securities of any holder other Investor or holders Investors joining in such request as are specified in a written request given within thirty fifteen (3015) days after receipt of such written notice from the Company; provided, provided however, that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement Section 2.3:
(A) more than once in any twelve month period, or (Bi) if the Company has filed a Form S-3 (or any successor to Form S-3) or any similar short-form registration statement within six (6) months of the receipt of a request pursuant to this Section 2.3,
(ii) if Form S-3 (or any successor or similar form) is not available for such offering by the Investors, or
(iii) if the Investors, together with the holders of any other securities of the Company entitled to use inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000, or
(iv) if the Company shall furnish to the Investors a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right once within each consecutive twelve-month period to defer the filing of the Form S-3 registration statement for registration for shares a period of its own stock not more than ninety (90) days after receipt of the request of the Investor or for shares Investors under this Section 2.3, 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 its stockholders. 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 Restricted Stock Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted StockInvestors.
(b) Registrations effected pursuant to this Section 3 shall not be counted as requests for registration effected pursuant to Section 2.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Form S-3 Registration. If at any time (ai) At the time that the Company is qualified to use a Form S-3 (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if the Company shall receive from any holder or the holders of at least 50% of the Restricted Stock a written request or requests that the Company effect a registration of all or any portion of the shares of Restricted Stock on Form S-3 or any successor thereto, and (ii) the Company is a registrant entitled to use Form S- 3 or any related qualification or compliance with respect successor thereto to Restricted Stock owned by register such holder or holdersshares, the Company will:
(i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of any shares of Restricted Stock; and
(ii) as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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' Restricted Stock as are specified in such request, together with all or such portion of the Restricted Stock of any holder or holders of Restricted Stock joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company, ; provided that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement (A) Section 3 more than once in any twelve month period, or (B) if 180-day period and provided further that the Company is shall not entitled be obligated to use Form S-3 for effect any such registration for shares of its own stock or for shares of its stockholdersunless the proceeds to be realized in connection with such registration shall not reasonably be expected to be less than $1,000,000. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock so requested to be registered as soon as practicable after receipt of the request or requests of the holder or holders of Restricted Stock to do so. Notwithstanding anything to the Restricted Stockcontrary in this Agreement, (i) the Company may delay for up to ninety (90) days the effectiveness of, and (ii) the Company may suspend for up to thirty (30) days, not more than once during the term of this Agreement, the effectiveness of, a registration statement pursuant to a request under this Section 3 if the Board of Directors of the Company shall determine such registration (or, in the case of a suspension of a registration, sales under such registration statement) would not be in the best interests of the Company at such time, during which period the requesting holders may withdraw their request, in which case the requesting holders will not be deemed to have made a request for registration under this Section 3.
(a) Commencing one year after the Company becomes subject to the requirements of Section 12 or 15(d) of the Securities Exchange Act of 1934, as amended, the Company shall use its reasonable best efforts to satisfy the registrant requirements applicable for use of registration statements on Form S-3 (or any successor form thereto) for the resale of securities by selling stockholders.
(b) Registrations effected pursuant to this Section 3 shall not be counted as requests for registration effected pursuant to Section 2.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Samples: Registration Rights Agreement (Prism Financial Corp)
Form S-3 Registration. (a) At In the time that the Company is qualified event any Registrable Securities shall not have been registered pursuant to use a Form S-3 (or successor short form registration formSection 1.1, if applicable) for registration for shares of its own stock or for shares of its stockholders and if the Company is eligible to use Form S-3 under the Securities Act (or any similar successor form) and shall receive from any holder a Purchaser or holders of Restricted Stock its permitted transferees (the "S-3 INITIATING HOLDERS") 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 Restricted Stock all or part of the Registrable Securities owned by the S-3 Initiating Holders or their permitted transferees (provided, that the S-3 Initiating Holders registering Registrable Securities in such holder registration (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 the lesser of $500,000 or holdersthe remaining Registrable Securities), the Company will:
shall (i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted StockRegistrable Securities; and
and (ii) as soon as practicable, use reasonable best efforts to file and effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate and all such qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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' Restricted Stock the Registrable Securities as are specified in such request, together with all or such portion of the Restricted Stock Registrable Securities of any other holder or in the group of holders joining in such request as are is specified in a written request given within thirty fifteen (3015) days after the holder's receipt of such written notice from the Company, provided that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement (A) more than once in any twelve month period, or (B) if the Company is not entitled to use Form S-3 for registration for shares of its own stock or for shares of its stockholders. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted Stock.
(b) Registrations effected pursuant to this Section 3 shall not be counted as requests for registration effected pursuant to Section 2.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Form S-3 Registration. (a) At the time that So long as the Company is qualified to for the use a of Form S-3 (or successor short form registration formand the size of the offering is no less than $500,000, if applicable) for registration for shares of its own stock or for shares of its stockholders in addition to the rights contained in Section 1.02 hereof, the Holders and if the Founder shall have unlimited rights to request from time to time registrations on Form S-3, except in connection with the First Public Offering. In the event the Company shall receive receives from any holder Holder or holders of Restricted Stock the Founder a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to Restricted Stock all or a part of the Registrable Securities and Registrable Founder Securities owned by such holder Holder or holdersthe Founder, as the case may be (such requests shall be in writing and shall state the number of shares of Registrable Securities and/or Registrable Founder Securities, as the case may be, to be disposed of and the intended method(s) of disposition of such shares by such Holder or the Founder), the Company will:
(ia) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted StockHolders or the Founder, as the case may be, in accordance with Section 2.05 hereof; and
(iib) as soon as practicable, use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate and all such qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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 Holders' Registrable Securities or holders' Restricted Stock such portion of Registrable Founder Securities, as the case may be, as are specified in such request, together with all or such portion of the Restricted Stock Registrable Securities and/or Registrable Founder Securities, of any holder other Holder or holders the Founder, as the case may be, joining in such request as are specified in a written request given within thirty fifteen (3015) days after receipt of such written notice from the Company; provided, provided however, that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Agreement Section 1.03: (Ai) 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 of less than Five Hundred Thousand Dollars ($500,000); (ii) if the Company shall furnish to the Holders and the Founder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time by reason of a material pending transaction and it is therefore essential to defer the filing of such registration statement, 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 ninety (90) days after receipt of the request of any such Holder or the Founder under this Section 1.03; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register shares for its own account or the account of others during such ninety (B90) day period; (iii) if the Company is not entitled to use has, within the six (6) month period immediately preceding the date of such request, already effected one (1) registration on Form S-3 for at the request of such Holders or the Founder, which registration for shares has been declared effective; or (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 its own stock process in effecting such registration, qualification or for shares of its stockholders. compliance.
(c) Subject to the foregoing, the Company shall file and use its best efforts to bring effective a registration statement covering the Restricted Stock Registrable Securities, Registrable Founder Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of such Holders and/or the holders of Founder, as the Restricted Stockcase may be.
(b) Registrations effected pursuant to this Section 3 shall not be counted as requests for registration effected pursuant to Section 2.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Samples: Investors' Rights Agreement (Arbinet Thexchange Inc)
Form S-3 Registration. (a) At After the time that first public offering of its securities registered under the Securities Act, the Company is shall use its best efforts to qualify and remain qualified to use register Registrable Securities pursuant to a registration statement on Form S-3 (or any successor short form registration form) under the Securities Act. A Holder of Registrable Securities anticipated to have an aggregate sale price (net underwriting discounts and commissions, if applicableany) for in excess of $500,000 shall have the right to require the Company to file registration for shares of its own stock or for shares of its stockholders statements, including a shelf registration statement, and if the Company shall receive from any holder or holders of Restricted Stock is a written request or requests that the Company effect a “well known seasoned issuer”, an automatic shelf registration statement, on Form S-3 and or any related qualification or compliance with respect to Restricted Stock owned by such holder or holders, the Company will:
(i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted Stock; and
(ii) as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued successor form under the Securities Act and any other government requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of covering all or such portion any part of such holder's or holders' Restricted Stock as are specified in such requesttheir and their affiliates’ Registrable Securities, together with all or such portion of the Restricted Stock of any holder or holders joining in such request as are specified in by delivering a written request given within therefor to the Company. Such request shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such Holder or Holders. The Company shall give notice to all other Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2.4 and such Holders of Registrable Securities shall then have thirty (30) days after receipt of such written notice from the Company, provided that (i) to notify the Company may defer in writing of their desire to participate in the registration. The Company shall use its best efforts to effect promptly the registration statement registering all shares on Form S-3 (or a comparable successor form) to the extent requested by such Holders. The Company shall use its best efforts to keep such registration for one period statement effective until the earlier of up to 90 days during any 12-month period and (ii) or until such Holders have completed the distribution described in such registration statement. Notwithstanding the foregoing, to the extent that registration on Form S-3 is not available to a Holder that has requested registration under this Section 2.4, the Company shall use commercially reasonable efforts to effect such registration on Form S-1. The Company shall not be obligated required to effect any such registration, qualification or compliance pursuant to this Agreement (A) more than once two (2) registrations under this Section 2.4 in any twelve (12) month period, or (B) if the Company is not entitled to use Form S-3 for registration for shares of its own stock or for shares of its stockholders. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted Stock.
(b) Registrations effected pursuant to this Section 3 shall not be counted as requests for registration effected pursuant to Section 2.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Form S-3 Registration. (a) At the time that the Company is qualified to use a Form S-3 (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if In case the Company shall receive from any holder Holder or holders of Restricted Stock Holders a written request or requests that the Company effect a registration on Form S-3 (or any successor thereto) and any related qualification or compliance with respect to Restricted Stock owned all or a part of the Registrable Securities held by such holder Holder or holdersHolders, the Company will:
(i) promptly give written notice of the proposed registrationwill use its best efforts to cause such Registrable Securities to be registered on such form; provided, and any related qualification or compliancehowever, to all other holders of Restricted Stock; and
(ii) as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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' Restricted Stock as are specified in such request, together with all or such portion of the Restricted Stock of any holder or holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company, provided that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Agreement Section 5:
(A) more than once in any twelve month period, or (Bi) if the Company is not qualified as a registrant entitled to use Form S-3 for S-3;
(ii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iii) if the Company has effected one such registration for pursuant to this Section 5 during the preceding six (6) months; or
(iv) if the reasonably anticipated offering price to the public of all shares of its own stock or for shares Common Stock to be sold pursuant to such registration (net of its stockholders. Selling Expenses) is less than $500,000.
(b) Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted StockHolders.
(bc) The provisions of Sections 2(a)(i) and (ii), 2(c), 2(d) and 2(e) shall apply to any registration effected pursuant to this Section 5.
(d) Registrations effected pursuant to this Section 3 5 shall not be counted as requests for registration effected pursuant to Section 2.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, 2 or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Samples: Registration Rights Agreement (Quicklogic Corporation)
Form S-3 Registration. (a) At the time that the Company is qualified to use a Form S-3 (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if If the Company shall receive from any holder or holders of Restricted Stock or Founders Stock, a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to Restricted Stock or Founders Stock, as the case may be, owned by such holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,500,000, the Company will:
(i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted Stock and Founders Stock; and
(ii) as soon as is reasonably practicable, use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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' Restricted Stock or Founders Stock, as the case may be, as are specified in such request, together with all or such portion of the Restricted Stock or Founders Stock of any holder or holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company, provided PROVIDED, HOWEVER that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement Section 5(a) (A) more than once in any twelve month 180-day period, or (B) if the Company is not entitled to use Form S-3 for registration for S-3, and FURTHER PROVIDED, HOWEVER, that the only securities which the Company shall be required to register pursuant hereto shall be shares of its own stock or for shares of its stockholdersCommon Stock. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock and Founders Stock so requested to be registered as soon as is reasonably practicable after receipt of the request or requests of the holders of the Restricted Stock and Founders Stock, as the case may be.
(b) Registrations effected pursuant to this Section 3 5 shall not be counted as requests for registration effected pursuant to Section 24.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Form S-3 Registration. (a) At the time that the Company is qualified to use a Form S-3 (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if In case the Company shall receive from any holder or holders Holders --------------------- of Restricted more than a majority of the shares of Registrable Stock a written request or requests that the Company effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to Restricted all or a part of the Registrable Stock owned by such holder or holdersHolders, the Company will:
(i) 4.1 promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders Holders of Restricted Registrable Stock; and
(ii) 4.2 as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate and all such qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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 holdersHolders' Restricted Registrable Stock as are specified in such request, together with all or such portion of the Restricted Registrable Stock of any holder other Holder or holders Holders joining in such request as are specified in a written request given within thirty fifteen (3015) days after receipt of such written notice from the Company; provided, provided however, that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement Section 4:
(Ai) more 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 Stock and such other securities (if any) at an aggregate price to the public of less than once in any twelve month period$500,000, or or
(Biii) if the Company is not entitled to use has already effected two (2) registrations on Form S-3 for registration for shares the Holders pursuant to this Section 4, or
(iv) subject to the provisions of its own stock Section 9 hereof, at any time after the five year period following the effective date of the Company's Initial Public Offering, or
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or for shares to execute a general consent to service of its stockholders. process in effecting such registration, qualification or compliance.
4.3 Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Restricted Registrable Stock and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted StockHolders.
(b) Registrations effected pursuant to this Section 3 shall not be counted as requests for registration effected pursuant to Section 2.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Form S-3 Registration. (a) At If, at any time after the time that expiration of 180 days after the Company is qualified to use a Form S-3 (or successor short form registration formclosing of the transactions contemplated by the Purchase Agreement, if applicablethe Holder(s) for registration for shares of its own stock or for shares at least 80% of its stockholders and if the Company shall receive from any holder or holders of Restricted Stock a written request or Registrable Securities then outstanding requests that the Company effect file a registration on statement of Form S-3 covering the resale of the Registrable Securities, and any related qualification or compliance with respect the Company is a registrant entitled to Restricted Stock owned by use Form S-3 to register the Registrable Securities for such holder or holdersresale, the Company shall use its reasonable best efforts to cause such Registrable Securities to be registered for resale on such form. Upon receipt of such a request for registration, the Company will:
(i) i. promptly give written notice of the proposed registration, registration and any related qualification or compliance, compliance to all other holders of Restricted Stock; andHolders;
(ii) . file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicablepractical after receipt of the request or requests of the Holders, and effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate all such other qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) compliances as may be so requested and as would required to permit or facilitate the sale and distribution of all or such portion of such holder's or holdersHolders' Restricted Stock Registrable Securities as are specified in such request, together with all or such portion of the Restricted Stock Registrable Securities of any holder or holders other Holders joining in such request as are specified in a written request given within thirty (30) 15 days after receipt of such written notice from the Company, provided that Company given in accordance with clause (a)(i).
(b) Notwithstanding the foregoing: (i) the Company may defer such shall not be obliged to effect a registration for one pursuant to this Section 2 in the period starting 60 days before the Company's good faith estimated date of up to filing of, and ending 90 days after the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Company (other than a registration relating solely to the sale of securities to participants in a Company stock option or stock purchase plan, or a registration on any form that does not include substantially the same information that would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration on Form S-4), if the Company is at all times during such period diligently and in good faith pursuing such registration, provided, however, that the Company shall promptly notify the Holders of any 12-month period and decision to abandon or significantly delay such public offering; (ii) the Company shall not be obligated obliged to effect register for any Holder such number of Registrable Shares as such Holder may sell freely in a broker's transaction pursuant to Rule 144 under the Securities Act within three months of the date of the request for registration; (iii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, qualification or compliance pursuant propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1.0); (iv) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such 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 90 days after receipt of the request of the Holders under this Agreement (A) Section 2; provided, however, that the Company shall not exercise this right more than once in any twelve 12-month period, or ; (Bv) if the Company is not entitled to use has, within the six-month period preceding the date of such request, already effected one such registration on Form S-3 for registration for shares of its own stock or for shares of its stockholders. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted Stock.
(b) Registrations effected Holders pursuant to this Section 3 shall not 2; or (vi) in any particular jurisdiction in which the Company would be counted as requests for required to qualify to do business or to execute a general consent to service of process in effecting such registration effected pursuant to Section 2qualification or compliance.
(c) Anything to All reasonable expenses incurred in connection with the contrary in this Section 3 notwithstanding, a registration shall not be effected registrations requested pursuant to this Section 3 (i) 2, including, without limitation, all registration, filing, qualification, printing and accounting fees and the reasonable fees and disbursements of one counsel for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock selling Holders and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock counsel for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 daysshall be borne by the Company.
Appears in 1 contract
Form S-3 Registration. (a) At the time that In case the Company is qualified to use a Form S-3 (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if the Company shall receive receives from any holder or holders of Restricted Stock --------------------- Shares a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance compliance, with respect to Restricted Stock all or a part of the Shares owned by such holder or holdersholder, the Company will:
(ia) promptly give written notice of the proposed registration, and any related qualification or compliance, compliance to all other holders of Restricted Stock; andShares;
(iib) as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate and all such qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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' Restricted Stock Shares as are specified in such request, together with all or such portion of the Restricted Stock Shares of any holder or holders joining in such request as are specified in a written request given within thirty (30) 15 days after receipt of such written notice from the CompanyCompany as set forth in clause (a) of this Paragraph 5; provided, provided however, that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) -------- ------- the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement Paragraph 5: (A1) more if Form S-3 is not available for such offering; (2) if the holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Shares and such other securities (if any) at an aggregate price to the public (net of any underwriters, discounts or commission) of less than once in any twelve month period, $250,000; or (B3) if the Company is not entitled to use has, within the twelve-month period preceding the date of such request, already effected two registrations on Form S-3 for registration for shares the holders of its own stock or for shares of its stockholders. Shares pursuant to this Paragraph 5; and
(c) Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock Shares 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 up to two registrations requested pursuant to Paragraph 5, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for the selling holder or holders of and counsel for the Restricted Stock.
(b) Company, shall be borne by the Company, and all other such expenses incurred in connection with any other registration requested pursuant to this paragraph 5 shall be borne pro rata by the holder or holders participating in such registration. Registrations effected pursuant to this Section 3 Paragraph 5 shall not be counted as requests demands for registration or registrations effected pursuant to Section 2Paragraph 1.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Form S-3 Registration. (a) At In the time that event all Registrable Securities are not registered pursuant to Section 1.1 during the Company is qualified to use a Form S-3 (or successor short form registration formperiod beginning 270 days following the Closing Date and ending one year after the Closing Date, if applicable) for registration for shares of its own stock or for shares of its stockholders and if the Company is eligible to use Form S-3 under the Securities Act (or any similar successor form) and shall receive from any holder a Purchaser or holders of Restricted Stock its permitted transferees (the “S-3 Initiating Holders”) 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 Restricted Stock all or part of the Registrable Securities owned by the S-3 Initiating Holders or their permitted transferees (provided, that the S-3 Initiating Holders registering Registrable Securities in such holder registration (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 the lesser of $500,000 or holdersthe remaining Registrable Securities), the Company will:
shall (i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted StockRegistrable Securities; and
and (ii) as soon as practicable, use reasonable best efforts to file and effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate and all such qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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' Restricted Stock the Registrable Securities as are specified in such request, together with all or such portion of the Restricted Stock Registrable Securities of any other holder or in the group of holders joining in such request as are is specified in a written request given within thirty fifteen (3015) days after the holder’s receipt of such written notice from the Company, provided that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement (A) more than once in any twelve month period, or (B) if the Company is not entitled to use Form S-3 for registration for shares of its own stock or for shares of its stockholders. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted Stock.
(b) Registrations effected pursuant to this Section 3 shall not be counted as requests for registration effected pursuant to Section 2.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Form S-3 Registration. (a) At the time that the Company is qualified to use a Form S-3 (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if If the Company shall receive from any holder or holders of Restricted Stock or Founders Stock, a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to Restricted Stock or Founders Stock, as the case may be, owned by such holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,500,000, the Company will:
(i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted Stock and Founders Stock; and
(ii) as soon as is reasonably practicable, use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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' Restricted Stock or Founders Stock, as the case may be, as are specified in such request, together with all or such portion of the Restricted Stock or Founders Stock of any holder or holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company, provided provided, however that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement Section 5(a) (A) more than once in any twelve month 180-day period, or (B) if the Company is not entitled to use Form S-3 for registration for S-3, and further provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of its own stock or for shares of its stockholdersCommon Stock. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock and Founders Stock so requested to be registered as soon as is reasonably practicable after receipt of the request or requests of the holders of the Restricted Stock and Founders Stock, as the case may be.
(b) Registrations effected pursuant to this Section 3 5 shall not be counted as requests for registration effected pursuant to Section 24.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Form S-3 Registration. (a) At the time that If the Company is qualified eligible to use a Form S-3 under the Securities Act (or any similar successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if the Company shall receive from any holder or holders of Restricted Stock a Purchaser and/or its permitted transferees (the "S-3 Initiating Holders") 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 Restricted Stock all or 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 registration (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 the lesser of $500,000 or holdersthe remaining Registrable Securities), the Company will:
shall (i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted StockRegistrable Securities; and
and (ii) as soon as practicable, use reasonable best efforts to file and effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate and all such qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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' Restricted Stock the Registrable Securities as are specified in such request, together with all or such portion of the Restricted Stock Registrable Securities of any other holder or in the group of holders joining in such request as are is specified in a written request given within thirty fifteen (3015) days after the holder's receipt of such written notice from the Company, provided that (i) the Company may defer such . No registration for one period of up to 90 days during requested by any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement (A) more than once in any twelve month period, or (B) if the Company is not entitled to use Form S-3 for registration for shares of its own stock or for shares of its stockholders. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted Stock.
(b) Registrations effected Initiating Holders pursuant to this Section 3 1.3 shall not be counted as requests for deemed a registration effected pursuant to Section 21.1.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Samples: Securities Purchase Agreement (General Devices Inc)
Form S-3 Registration. (a) At the time that In case the Company shall, at a time when it is qualified eligible to use a Form S-3 (or successor short form registration formstatement, if applicable) for registration for shares of its own stock or for shares of its stockholders and if the Company shall receive from any holder a Holder or holders of Restricted Stock Holders, a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to Restricted Stock all or a part of the Registrable Securities owned by such holder Holder or holdersHolders, the Company will:
(ia) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted StockHolders; and
(iib) as soon as practicable, use commercially reasonable efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate and all such qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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 Holder’s or holders' Restricted Stock Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Restricted Stock Registrable Securities of any holder other Holder or holders Holders joining in such request as are specified in a written request given within thirty fifteen (3015) days after receipt of such written notice from the Company; provided, provided however, that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Agreement Section 1.10:
(Ai) more than once in any twelve month periodif Form S-3 is not available for such offering by the Holder or Holders, or as applicable;
(Bii) if the Holder or 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 $5,000,000;
(iii) after the Company is not entitled has effected two (2) registrations pursuant to use Form S-3 for registration for shares this Section 1.10 within the twelve (12) month period immediately preceding the date of its own stock such request and such registrations have been declared or for shares ordered effective;
(iv) intentionally omitted;
(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 its stockholdersprocess in effecting such registration, qualification or compliance or otherwise subject itself to general taxation. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted Stock.
(b) Holder or Holders, as applicable. Registrations effected pursuant to this Section 3 1.10 shall not be counted as requests demands for registration effected pursuant to Section 2.1.2; or
(cvi) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of if the Company, within thirty (30) days of up receipt of the request of such Holder or Holders, as applicable, gives notice of its bona fide intention to 180 dayseffect 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 all commercially reasonable efforts to cause such registration statement to become effective.
Appears in 1 contract
Form S-3 Registration. (a) At Upon the time that the Company is qualified to use written request of JJDC (a Form S-3 (or successor short form registration form"Registration Request"), if applicable) for registration for shares of its own stock or for shares of its stockholders and if the Company shall receive from any holder file with the SEC on or holders of Restricted Stock a written request or requests that after the Company effect date which is six (6) months after the date hereof, a registration statement on Form S-3 covering all of the Registrable Securities and use its best efforts thereafter to effect such registration and any related qualification or compliance with respect to Restricted Stock owned by such holder or holders, the Company will:
(i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted Stock; and
(ii) as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) practicable as may be so requested necessary and as would permit or facilitate the sale and distribution of all or such portion of such holder's or holders' Restricted Stock as are specified in such request, together with all or such portion the Registrable Securities.
(b) In the event that the effectiveness of the Restricted Stock Form S-3 is suspended or terminated at any time within the two (2) year period following the date hereof, then the Company shall give written notice to the Holders and shall use its best efforts to effect as soon as practicable the registration on Form S-1 of any holder or holders joining in all Registrable Securities which the Holders request to be registered pursuant to such request and all such qualifications and compliances as are specified in a written request given within thirty (30) days after receipt may be necessary and as would permit or facilitate the sale and distribution of such written notice from all the CompanyRegistrable Securities requested to be registered; PROVIDED, provided HOWEVER, that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect or continue any such registration, qualification or compliance pursuant to this Agreement (A) more than once in any twelve month period, or (B) if Section 6.2 after the Company is not entitled to use Form S-3 for registration for shares of its own stock or for shares of its stockholders. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock so requested to be registered as soon as practicable after receipt second anniversary of the request or requests of the holders of the Restricted Stock.
(b) Registrations effected pursuant to this Section 3 shall not be counted as requests for registration effected pursuant to Section 2date hereof.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 The Company may (i) suspend sales of Registrable Securities under an effective registration statement for Restricted Stock with an aggregate market value a period of less not more than $2,000,000sixty (60) days, or (ii) once defer the Restricted Stock otherwise may be sold filing (but not the preparation) of a registration statement required by this Section 6.2 until a date not later than sixty (60) days after the date of a Registration Request with respect to the public without restrictionForm S-3 if, at any time prior to receiving the Registration Request, the Company is engaged in confidential negotiations or other confidential business activities, disclosure of which (in the reasonable opinion of outside counsel to the Company) would be required in such registration statement and would not be required if such registration statement were not filed, and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders; provided, however, that the Company shall not utilize this right more than twice in any 12-month period.
(d) Notwithstanding anything A deferral of the filing of a registration statement pursuant to Section 6.2(c) shall be lifted if the contrary contained in negotiations or other activities are disclosed. In order to defer the filing of a registration statement pursuant to this Section 36.2, the Company shall promptly (but in the any event that there is within 5 days), upon determining to seek such deferral, deliver to each Holder a firm commitment underwritten public offering of securities certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to a registration covering Restricted Stock this Section 6.2 and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters general statement of the Company's securities reason for such deferral and an approximation of the anticipated delay. Each Holder hereby agrees to keep confidential any information disclosed to such Holder in connection with any such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by certificate (including the managing underwriter fact that such sale would adversely effect the marketing of the securities of the Company, of up to 180 dayscertificate was delivered).
Appears in 1 contract
Samples: Stock Purchase Agreement (Biocryst Pharmaceuticals Inc)
Form S-3 Registration. Subject to the restrictions on transfer contained in the Merger Agreement and the Escrow Agreement (a) At as defined in the time that the Company is qualified to use a Form S-3 (or successor short form registration formMerger Agreement), if applicable) for registration for shares of its own stock or for shares of its stockholders and if the Company shall receive from any holder or holders of Restricted Stock a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to Restricted Stock owned by such holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1 million, the Company will:
(i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted Stock; and
(ii) as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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' Restricted Stock as are specified in such request, together with all or such portion of the Restricted Stock of any holder or holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company, provided PROVIDED, HOWEVER, that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement (A) Section 4 more than once in any twelve month 180-day period, or (B) if the Company is not entitled to use Form S-3 for registration for shares of its own stock or for shares of its stockholders. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock so requested to be registered as soon as practicable after receipt re ceipt of the request or requests of the holders of the Restricted Stock.
(b) Registrations effected pursuant to this Section 3 shall not be counted as requests for registration effected pursuant to Section 2.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Form S-3 Registration. (a) At Subject to the time that the Company is qualified to use a Form S-3 (or successor short form registration formconditions of this Section 1.5 and Section 1.7, if applicable) for registration for shares of its own stock or for shares of its stockholders and if the Company shall receive from any holder NCI or holders of Restricted Stock the Initiating Holder(s) a written request or requests that the Company effect a registration on Form S-3 under the Act and any related qualification or compliance with respect to Restricted Stock all or a part of the Registrable Securities owned by such holder Holder or holdersHolders, the Company willshall:
(i) promptly within ten (10) days give written notice of the proposed registration, and any related qualification or compliance, to all other holders Holders of Restricted StockRegistrable Securities; and
(ii) use its reasonable best efforts to effect, as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate and all such qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of NCI’s or such holder's or holders' Restricted Stock Initiating Holder(s)’s Registrable Securities as are specified in such request, together with all or such portion of the Restricted Stock Registrable Securities of any holder or holders other Holders joining in such request as are specified in a written request given within thirty twenty (3020) days after receipt of such written notice from the Company, provided provided, however, that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance registration pursuant to this Agreement Section 1.5:
(A) more than once in at any twelve month period, or time during the Effectiveness Period;
(B) if Form S-3 is not available for such offering by the Holders (other than due to the Company’s failure to timely file any report required to be filed under the 1934 Act in which case the Company is not entitled will be required to use effect (at its expense) the registration contemplated by this Section by using a Form S-1 or other appropriate form); or
(C) if the Company has, within the six (6) month period preceding the date of such request, already effected one registration on Form S-3 for registration the Holders pursuant to this Section 1.5, or if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for shares of its own stock or for shares of its stockholders. the Holders pursuant to this Section 1.5.
(b) Subject to the foregoing, the Company shall file a registration statement Form S-3 covering the Restricted Stock Registrable Securities so requested to be registered pursuant to this Section as soon as practicable (but no later than 30 days) after receipt of the request or requests of the holders of the Restricted StockHolders.
(b) Registrations effected pursuant to this Section 3 shall not be counted as requests for registration effected pursuant to Section 2.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Form S-3 Registration. (a) At In case the time that the Company is qualified to use a Form S-3 (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if the Company Borrower shall receive from any holder --------------------- Holder or holders of Restricted Stock Holders a written request or requests that the Company Borrower effect a registration on Form S-3 and any related qualification or compliance with respect to Restricted Stock all or a part of the Registrable Securities owned by such holder Holder or holdersHolders, the Company Borrower will:
(ia) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted StockHolders; and
(iib) as soon as practicable, effect and keep effective such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate and all such qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such holderHolder's or holdersHolders' Restricted Stock Registrable Securities as are specified in such request, together with all or such portion of the Restricted Stock Registrable Securities of any holder other Holder or holders Holders joining in such request as are specified in a written request given within thirty (30) 15 days after receipt of such written notice from the CompanyBorrower; provided, provided however, that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company Borrower shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Agreement Section 12: (A1) more than once in any twelve month period, or if Form S-3 is not available for such offering by the Holders; (B2) if the Company is not Holders, together with the holders of any other securities of the Borrower entitled to use 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 $500,000; (3) if the Borrower has, within the six-month period preceding the date of such request, already effected one registration on Form S-3 for registration for shares the Holders pursuant to this Section 12; or (4) in any particular jurisdiction in which the Borrower would be required to qualify to do business or to execute a general consent to service of its own stock process in effecting such registration, qualification or for shares of its stockholders. compliance.
(c) Subject to the foregoing, the Company Borrower shall file a registration statement covering the Restricted Stock Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holders Holders. All expenses incurred in connection with a registration requested pursuant to Section 12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for the Restricted Stock.
Borrower, but excluding any underwriters' discounts or commissions associated with Registrable Securities and fees and expenses of counsel for any selling Holder (b) if other than counsel to the Borrower), shall be borne by the Borrower. Registrations effected pursuant to this Section 3 12 shall not be counted as requests demands for registration or registrations effected pursuant to Section 2.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, Sections 2 or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 daysrespectively.
Appears in 1 contract
Form S-3 Registration. (a) At the time that the Company is qualified to use a Form S-3 (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if In case the Company shall receive from any holder or holders of Restricted Stock a Requestor a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to Restricted Stock all or a part of the Registrable Securities owned by such holder or holdersthe Requestor, then the Company will:
(i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted Stock; and
(ii) will as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate and all such qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such holderthe Requestor's or holders' Restricted Stock Registrable Securities as are specified in such request; provided, together with all or such portion of the Restricted Stock of any holder or holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Companyhowever, provided that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement Section 2.4:
(Ai) more if Form S-3 is not available for such offering by the Requestor;
(ii) if the Requestor proposes to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than once in any twelve month period, or $5,000,000;
(Biii) if the Company is not entitled shall furnish to use the Requestor a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such Form S-3 for registration for shares of its own stock or for shares of its stockholders. Subject Registration to the foregoingbe effected at such time, in which event the Company shall file a have the right to defer the filing of the Form S-3 registration statement covering the Restricted Stock so requested to be registered as soon as practicable no more than once during any twelve month period for a period of not more than 180 days after receipt of the request or requests of the holders of the Restricted Stock.Requestor under this Section 2.4;
(biv) Registrations if the Company has, within the twelve (12) month period preceding the date of such request, already effected pursuant to this Section 3 shall not be counted as requests two (2) registrations for registration effected the Requestor pursuant to Section 2.2.2 and Section 2.4; or
(cv) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained any particular jurisdiction in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of which the Company pursuant would be required to qualify to do business or to execute a registration covering Restricted Stock and general consent to service of process in effecting such registration, qualification or compliance or become subject to taxation in any jurisdiction where it would be required to pay taxes solely as a holder result of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 daysfiling.
Appears in 1 contract
Samples: Registration Rights Agreement (Lynch Interactive Corp)
Form S-3 Registration. (a) At the time that the Company is qualified to use a Form S-3 (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if the Company shall receive from any holder or holders of Restricted Stock a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to Restricted Stock owned by such holder or holders, the Company will:
(i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted Stock; and
(ii) as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such holder's ’s or holders' ’ Restricted Stock as are specified in such request, together with all or such portion of the Restricted Stock of any holder or holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company, provided that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement (A) more than once in any twelve month period, or (B) if the Company is not entitled to use Form S-3 for registration for shares of its own stock or for shares of its stockholders. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted Stock.
(b) Registrations effected pursuant to this Section 3 shall not be counted as requests for registration effected pursuant to Section 2.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Form S-3 Registration. (a) At the time that the Company is qualified to use a Form S-3 (or successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if If the Company shall receive from any holder or holders of Restricted Stock Stock, a written request or requests that the Company effect a registration on Form S-3 S-3, at any time that the Company is entitled to use such form, and any related qualification or compliance with respect to Restricted Stock owned by such holder or holders, the reasonably anticipated aggregate price to the public of which would equal at least $560,000, the Company will:
(i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted Stock from whom notice has not been received and to holders of Founders Stock; and
(ii) as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, amendments appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of of, such holder's or holders' Restricted Stock as are specified in such request, together with all or such portion of the Restricted Stock or Founders Stock of any holder or holders thereof joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company, provided provided, however, that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) only ----------------- securities which the Company shall not be obligated required to effect any such registration, qualification or compliance register pursuant to this Agreement (A) more than once in any twelve month period, or (B) if the Company is not entitled to use Form S-3 for registration for hereto shall be shares of its own stock or for shares of its stockholdersCommon Stock. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock or Founders Stock or both, as the case may be, so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted Stock and Founders Stock, as the case may be.
(b) The Company shall be obligated to register capital stock under Section 6(a) on four occasions only and no more than twice in any twelve-month period. Registrations effected pursuant to this Section 3 6 shall not be counted as requests for registration effected pursuant to Section 25.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Samples: Registration Rights Agreement (Battery Express Inc)
Form S-3 Registration. (a) At the time that If the Company is qualified eligible to use a Form S-3 under the Securities Act (or any similar successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if the Company shall receive from any holder or holders of Restricted Stock a Purchaser and its permitted transferees (the "S-3 INITIATING HOLDERS") 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 Restricted Stock all or 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 registration (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 the lesser of $6,000,000 or holdersthe remaining Registrable Securities), the Company will:
shall (i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted StockRegistrable Securities; and
and (ii) as soon as practicable, use reasonable best efforts to file and effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate and all such qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) 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' Restricted Stock the Registrable Securities as are specified in such request, together with all or such portion of the Restricted Stock Registrable Securities of any other holder or in the group of holders joining in such request as are is specified in a written request given within thirty fifteen (3015) days after the holder's receipt of such written notice from the Company, provided that (i) the Company may defer such . No registration for one period of up to 90 days during requested by any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement (A) more than once in any twelve month period, or (B) if the Company is not entitled to use Form S-3 for registration for shares of its own stock or for shares of its stockholders. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted Stock.
(b) Registrations effected Initiating Holders pursuant to this Section 3 1.3 shall not be counted as requests for deemed a registration effected pursuant to Section 21.1.
(c) Anything to the contrary in this Section 3 notwithstanding, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) once the Restricted Stock otherwise may be sold to the public without restriction.
(d) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 days.
Appears in 1 contract
Samples: Registration Rights Agreement (Advance Nanotech, Inc.)
Form S-3 Registration. (a) At the any time that the Company is qualified to use a Form S-3 (or a successor short form registration form, if applicable) for registration for shares of its own stock or for shares of its stockholders and if the Company shall receive from any holder or holders of Restricted Stock the Holders a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to Restricted Stock Registrable Securities owned by such holder Holder or holdersHolders in an amount equal to or in excess of $250,000, the Company will:
(i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Restricted StockHolders; and
(ii) as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such holder's Holder’s or holders' Restricted Stock Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Restricted Stock Registrable Securities of any holder Holder or holders Holders joining in such request as are specified in a written request given within thirty (30) 30 days after receipt of such written notice from the Company; provided, provided however, that (i) the Company may defer such registration for one period of up to 90 days during any 12-month period and (ii) the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Agreement (A) more than once in any twelve month period, or (B) if the Company is not entitled to use Form S-3 for registration for shares of its own stock or for shares of its stockholders; and provided further that the Company shall not be obligated to file more than two registration statements on Form S-3 (or any successor form) during any twelve month period, or four registrations in total. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the holders of the Restricted StockHolders.
(b) Registrations effected pursuant to this Section 3 2.4 shall not be counted filed as requests for a “shelf” registration effected statement pursuant to Section 2Rule 415 under the Securities Act (or any successor rule), unless the Holder or Holders making such request state otherwise. The Company shall use its best efforts to keep such “shelf” registration continuously effective as long as the delivery of a prospectus is required under the Securities Act in connection with the disposition of the Registrable Securities registered thereby and in furtherance of such obligation, shall supplement or amend such registration statement if, as and when required by the rules, regulations and instructions applicable to the form used by the Company for such registration or by the Securities Act or by any other rules and regulations thereunder applicable to shelf registrations.
(c) Anything Notwithstanding anything to the contrary in this Section 3 notwithstanding2.4 hereof, a registration shall not be effected pursuant to this Section 3 (i) for Restricted Stock with an aggregate market value of less than $2,000,000, or (ii) 2.4 hereof once the Restricted Stock Registrable Securities otherwise may be sold to the public without restriction.
(d) Notwithstanding anything Registrations pursuant to the contrary contained in this Section 3, in the event that there is a firm commitment underwritten public offering of securities of the Company 2.4 shall not be counted as requests for registration effected pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter that such sale would adversely effect the marketing of the securities of the Company, of up to 180 daysSection 2.1.
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Samples: Investor Rights Agreement (Mauna Kea Enterprises Inc)
