Form S-3 Registrations. In case the Corporation shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Corporation effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities held by such Holder or Holders, the Corporation will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as expeditiously as possible, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 10 days after receipt of such written notice from the Corporation; provided, however, that the Corporation shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 4:
(i) if Form S-3 is not available for such offering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Corporation 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 $5,000,000;
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 4, the Corporation gives notice to such Holder or Holders of the Corporation's bona fide intention to make a public offering within 90 days; provided, that (i) the Corporation may only give such notice once in any 12-month period and (ii) the Corporation
Form S-3 Registrations. In addition to the registration rights provided in Sections 7.01 and 7.02 above, if at any time the Company is eligible to use Form S-3 (or any successor form) for registration of secondary sales of Registrable Securities, Rice or, after the Cut-Off Date, any Holder of Registrable Securities may request in writing that the Company register shares of Registrable Securities on such form. Upon receipt of such request, the Company will promptly notify all holders of Registrable Securities in writing of the receipt of such request and each such Holder may elect (by written notice sent to the Company within thirty (30) days of receipt of the Company's notice) to have its Registrable Securities included in such registration pursuant to this Section 7.03. Thereupon, the Company will, as soon as practicable, use its best efforts to effect the registration on Form S-3 of all Registrable Securities that the Company has so been requested to register by such Holder for sale. The Company will use its best efforts to qualify and maintain its qualification for eligibility to use Form S-3 for such purposes.
Form S-3 Registrations. If the Company shall receive from the Holders of a majority of the Registrable Shares a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Shares owned by such Holder or Holders (which request or requests shall (i) specify the number of Registrable Shares intended to be sold or disposed of and the Holders thereof and (ii) subject to the Maximum Resale Limitations set forth below, state the intended method of disposition of such Registrable Shares), the Company shall, within a date which shall be not later than ninety (90) days following the date of such written request, (A) use its commercially reasonable efforts to make the initial filing of the Form S-3 Registration Statement, notify all Holders of the filing of such Registration Statement no later than ten (10) days after such filing, (B) use its commercially reasonable efforts to cause such Form S-3 Registration Statement covering the Registrable Shares of all Holders to be declared effective no later than the Form S-3 Registration Effectiveness Date and (C) use its commercially reasonable efforts to keep such Form S-3 Registration Statement effective for a period of twenty-four (24) months or for such shorter period ending on the earlier to occur of (x) the sale of all Registrable Shares and (y) the availability of Rule 144 for all Holders to sell all of the Registrable Shares without volume limitations within a 90 day period (for purposes of an S-3 registration under this Section 3(c), the “Effectiveness Period”); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section, or keep such registration effective pursuant to the terms hereunder, in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case where it has not already done so.
Form S-3 Registrations. In addition to the rights provided the ---------------------- Holders of registrable securities in Sections 1.1 and 1.2 above, if the registration of Eligible Securities under the Securities Act can be effected on Form S-3 (or any similar form promulgated by the Commission), then upon the written request of one or more Holders of Eligible Securities, the Company will so notify each Holder of Eligible Securities, including each Holder who has a right to acquire Eligible Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on Form S-3 of all or such portion of the Eligible Securities as the Holder or Holders shall specify pursuant to this Section 1.3, provided that the Company shall have no obligation to file a registration statement under this Section 1.3 unless the gross proceeds from the offering will be or are reasonably expected to be not less than $500,000.
Form S-3 Registrations. Subject to Section 2(e), after the Company has become subject to the reporting requirements of the Exchange Act and is eligible to register securities for resale on Form S-3 (or any successor form), the holders of Registrable Securities may request Form S-3 Registrations or that the Company take all steps necessary to include such Registrable Securities in a Form S-3 that the Company has previously filed under Rule 415 under the Securities Act (to the extent reasonably practicable); provided that the aggregate offering value of the Registrable Securities requested to be registered in any Form S-3 Registration must exceed $1,000,000 (based on the then current public market price). Upon receiving such request, the Company shall use its best efforts to promptly file a registration statement on Form S-3 (or any successor form), or file an appropriate post-effective amendment or supplement to an existing registration statement, to register under the Securities Act for public sale in accordance with the method of disposition specified in such request the number of shares of Registrable Securities specified in such request. The Company shall use its best efforts to take any action reasonably necessary to maintain its eligibility to utilize Form S-3 (or any successor form) in order to permit resales by the holders of Registrable Securities.
Form S-3 Registrations. In addition to the registration rights provided in Section 7.01 above, if at any time ACC is eligible to use Form S-3 (or any successor form) for registration of secondary sales of ACC Stock, Xxxxxxxxx may request in writing that the ACC register the shares of ACC Stock owned by him on such form. Thereupon, the ACC will, as soon as practicable, use its best efforts to effect the registration on Form S-3 of all securities that ACC has so be requested to register by Xxxxxxxxx for sale. ACC will use its best efforts to qualify and maintain its qualification for eligibility to use Form S-3 for such purpose.
Form S-3 Registrations. If SSI/DE shall receive from Purchaser a written request (a "Form S-3 Request") that SSI/DE effect a registration on Form S-3 (or any successor form) and any related qualification or compliance with respect to all or a portion of the Registrable Securities owned by Purchaser, SSI/DE shall as soon as practicable, effect such registration and all such qualifications and compliances as may be set forth in the Form S-3 Request and as would permit or facilitate the sale and distribution of the number of shares of Registrable Securities of Purchaser set forth therein; provided, however, that SSI/DE shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 1.4 if: (i) Form S-3 (or a successor form) is not then available to SSI/DE for such public offering by Purchaser, (ii) SSI/DE has effected two (2) such registrations within the preceding twelve (12) month period, or (iii) SSI/DE shall furnish to Purchaser a certificate signed by the President of SSI/DE, stating that in the good faith judgment of the Board of Directors of SSI/DE, it would be seriously detrimental to SSI/DE and its shareholders for such Form S-3 registration statement to be filed at such time, in which event SSI/DE shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the Form S-3 Request; provided, however, that SSI/DE shall not use this right more than once in any six-month period.
Form S-3 Registrations. In addition to the registration rights ---------------------- provided in Sections 6.01 and 6.02 above, if at any time the Company is eligible ------------- ---- to use Form S-3 (or any successor form) for registration of secondary sales of Registrable Securities, any Holder may request in writing that the Company register shares of Registrable Securities on such form. Upon receipt of such request, the Company will promptly notify all Holders in writing of the receipt of such request, and each such Holder may elect (by written notice sent to the Company within thirty (30) days of receipt of the Company's notice) to have its Registrable Securities included in such registration pursuant to this Section ------- 6.
Form S-3 Registrations. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.4, including (without limitation) all registration, filing, and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.
Form S-3 Registrations. (a) If the Company becomes eligible to use Form S-3 under the Securities Act or a comparable successor form, the Company shall use its reasonable best efforts to continue to qualify at all times for registration of its capital stock on Form S-3 or such successor form. In such event, CSO or the holders of CSO Registrable Securities owning at least 25% of the CSO Registrable Securities then outstanding shall have the right, from time to time, to request and have effected up to three (3) registrations of shares of CSO Registrable Securities on Form S-3 or such successor form (which request shall specify the amount of CSO Registrable Securities to be registered), PROVIDED, that, at the time of such request, the holders of CSO Registrable Securities own, in the aggregate, not less than 5% of the total outstanding shares of Common Stock. All registrations requested pursuant to this Section 4(a) are referred to herein as "S-3 Registrations." A registration will not count as one of the permitted S-3 Registrations until it has become effective. If so requested by any holder of CSO Registrable Securities in connection with an S-3 Registration, the Company shall take such steps as are required to register such holder's CSO Registrable Securities for sale on a delayed or continuous basis under Rule 415 and shall take such steps as are required to keep such registration effective until all of such holder's CSO Registrable Securities registered thereunder are sold. S-3 Registrations need not be underwritten unless either the Company (if it includes shares in the S-3 Registration pursuant to Section 4(b) hereof) or the holders of a majority of the CSO Registrable Securities demanding the registration request that it be underwritten.
