Common use of Form S-3 Clause in Contracts

Form S-3. The Company shall use its reasonable best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3, the Holders shall have the right to request up to four (4) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided, that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(c):

Appears in 5 contracts

Samples: Subscription Agreement (Dana Corp), Registration Rights Agreement (Dana Corp), Registration Rights Agreement (Dana Holding Corp)

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Form S-3. The Following the Initial Public Offering, the Company shall use its reasonable best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3X-0, the Holders Xxxxxxx Pincus shall have the right to request up to four (4) an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided, provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(c2(C):

Appears in 5 contracts

Samples: Registration Rights Agreement (Bridgepoint Education Inc), Registration Rights Agreement (Bridgepoint Education Inc), Registration Rights Agreement (Bridgepoint Education Inc)

Form S-3. The Following the Initial Public Offering, the Company shall use its reasonable best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3X-0, the Holders Xxxxxxx Pincus shall have the right to request up to four (4) an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holdersWarburg Pincus), provided, that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(c):

Appears in 3 contracts

Samples: Registration Rights Agreement (Polypore International, Inc.), Registration Rights Agreement (Polypore International, Inc.), Registration Rights Agreement (Daramic, LLC)

Form S-3. The Company shall use its commercially reasonable best efforts to qualify maintain its qualification for registration on Form S-3 for secondary sales. After The Initiating Holder shall, at any time on or after the Company has qualified for second anniversary of the use of Form S-3date hereof, the Holders shall have the right to collectively request up to four two (42) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided, provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(c):

Appears in 3 contracts

Samples: Registration Rights Agreement (Allos Therapeutics Inc), Registration Rights Agreement (Allos Therapeutics Inc), Registration Rights Agreement (Warburg Pincus Private Equity Viii L P)

Form S-3. The Company shall use its reasonable best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3, the Initiating Holders shall have the right to request up to four three (43) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided, provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(c):

Appears in 2 contracts

Samples: Registration Rights Agreement (American Railcar Industries, Inc.), Registration Rights Agreement (American Railcar Industries, Inc./De)

Form S-3. The Following the Closing, the Company shall use its all commercially reasonable best efforts to qualify for registration Registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3, the Holders each Affiliate shall have the right to request up to four three (43) registrations Registrations on Form S-3 with respect to all or a part of the Registrable Securities held by such Affiliate (all such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holdersthe Affiliate), provided, provided that the Company shall not be obligated to effect, or take any action to effect, any such registration Registration pursuant to this Section 2(c):

Appears in 2 contracts

Samples: Affiliate Registration Rights Agreement (HSW International, Inc.), Affiliate Registration Rights Agreement (HSW International, Inc.)

Form S-3. The Following the Initial Public Offering the Company shall -------- use its reasonable best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3, the Holders of Registrable Securities shall have the right to request up to four (4) unlimited registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided, that subject only to the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(c):following:

Appears in 2 contracts

Samples: Stockholders Agreement (Knoll Inc), Stockholders Agreement (Knoll Inc)

Form S-3. The Following the Initial Public Offering, the Company shall use its reasonable best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3, the Holders Investors shall have the right to request up to four (4) unlimited registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided, that subject only to the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(c):following:

Appears in 2 contracts

Samples: Registration Rights Agreement (Medassets Inc), Registration Rights Agreement (Eagle Family Foods Inc)

Form S-3. The Following the Initial Public Offering, the Company shall use its reasonable best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3, the Holders shall have the right to request up to four three (43) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided, provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(c):

Appears in 2 contracts

Samples: Registration Rights Agreement (Ev3 Inc.), Registration Rights Agreement (Ev3 Inc.)

Form S-3. The Following the Closing, the Company shall use its all commercially reasonable best efforts to qualify for registration Registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3, the Holders each Investor shall have the right to request up to four three (43) registrations Registrations on Form S-3 with respect to all or a part of the Registrable Securities held by such Investor (all such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holdersthe Investor), provided, provided that the Company shall not be obligated to effect, or take any action to effect, any such registration Registration pursuant to this Section 2(c):

Appears in 2 contracts

Samples: Registration Rights Agreement (HSW International, Inc.), Registration Rights Agreement (HSW International, Inc.)

Form S-3. The Company shall use its reasonable best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3, the Holders shall have the right to request up to four three (43) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided, provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(c):

Appears in 1 contract

Samples: Registration Rights Agreement (Xo Communications Inc)

Form S-3. The Following the Initial Public Offering, the Company shall use its reasonable best efforts to qualify for registration Registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3, the Holders Initiating Holder shall have the right to request up to four (4) registrations an unlimited number of Registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holdersInitiating Holder), provided, provided that the Company shall not be obligated to effect, or take any action to effect, any such registration Registration pursuant to this Section 2(c):

Appears in 1 contract

Samples: Registration Rights Agreement (CCS Medical Holdings, Inc.)

Form S-3. The Following the Initial Public Offering the Company -------- shall use its reasonable best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3, the Holders of Registrable Securities shall have the right to request up to four (4) unlimited registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided, that subject only to the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(c):following:

Appears in 1 contract

Samples: Stockholders Agreement (Knoll Inc)

Form S-3. The Following the Initial Public Offering, the Company shall use its reasonable best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3, the Holders Investors shall have the right to request up to four three (43) registrations in the aggregate on Form S-3 in addition to the rights provided for in Section 2(a) of this Agreement (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided, that subject only to the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(c):following:

Appears in 1 contract

Samples: Registration Rights Agreement (Wright Medical Group Inc)

Form S-3. The Following the Initial Public Offering, the Company shall use its reasonable best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3X-0, the Holders Xxxxxxx and ABS shall have the right to request up to four (4) any number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided, that subject only to the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(c):following:

Appears in 1 contract

Samples: Registration Rights Agreement (Workscape Inc)

Form S-3. The Following the Initial Public Offering, if the Company meets the eligibility requirements for use of Form S-3, the Company shall use its reasonable best efforts to qualify for registration Registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3, the Holders each Holder shall have the right to request up to four (4) registrations an unlimited number of Registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holdersHolders), provided, provided that the Company shall not be obligated to effect, or take any action to effect, any such registration Registration pursuant to this Section 2(c):

Appears in 1 contract

Samples: Registration Rights Agreement (Spheris Inc.)

Form S-3. The Following the Initial Public Offering, the Company shall use its reasonable best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3X-0, the Holders Xxxxxxx Pincus shall have the right to request up to four three (43) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holdersWarburg Pincus), provided, that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(c):

Appears in 1 contract

Samples: Registration Rights Agreement (Marathon Power Technologies Co)

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Form S-3. The Following the Initial Public Offering, the Company shall use its reasonable best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3, the Holders Holders, shall have the right to request up to four (4) unlimited registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided, that subject only to the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(c):following:

Appears in 1 contract

Samples: Registration Rights Agreement (Quadramed Corp)

Form S-3. The Following the Initial Public Offering, the Company shall use its reasonable best efforts to qualify for registration Registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3, the Holders each Holder shall have the right to request up to four (4) registrations an unlimited number of Registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holdersHolders), provided, provided that the Company shall not be obligated to effect, or take any action to effect, any such registration Registration pursuant to this Section 2(c):

Appears in 1 contract

Samples: Registration Rights Agreement (Spheris Leasing LLC)

Form S-3. The Following the Initial Public Offering, the Company -------- shall use its reasonable best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3, the Holders of Registrable Securities shall have the right to request up to four (4) unlimited registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided, that subject only to the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(c):following:

Appears in 1 contract

Samples: Stockholders Agreement (Knoll Inc)

Form S-3. The Following the Initial Public Offering, the Company shall use its reasonable best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3, the Holders shall have the right to request up to four three (43) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided, that subject only to the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(c):following:

Appears in 1 contract

Samples: Registration Rights Agreement (American Medical Systems Holdings Inc)

Form S-3. The Following the Initial Public Offering, the Company shall use its reasonable best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3, the Holders shall have the right to request up to four three (43) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided, PROVIDED that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(c):

Appears in 1 contract

Samples: Registration Rights Agreement (Medical Staffing Network Holdings Inc)

Form S-3. The Following the Initial Public Offering, the Company shall use its reasonable best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3, the Holders shall have the right to request up to four (4) unlimited registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided, that subject only to the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(c):following:

Appears in 1 contract

Samples: Registration Rights Agreement (Webgain Inc)

Form S-3. The Following the Initial Public Offering, the Company shall use its reasonable best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3, the Initiating Holders shall have the right to request up to four three (43) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided, that subject only to the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(c):following:

Appears in 1 contract

Samples: Registration Rights Agreement (Ness Technologies Inc)

Form S-3. The Following the Initial Public Offering, the Company -------- shall use its reasonable best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3, the Holders Investors shall have the right to request up to four (4) unlimited registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided, that subject only to the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(c):following:

Appears in 1 contract

Samples: Registration Rights Agreement (Eagle Family Foods Inc)

Form S-3. The (i) Following the Initial Public Offering, the Company shall use its reasonable best efforts to qualify for registration Registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3X-0, the Holders Xxxxxxx Pincus shall have the right to request up to four (4) registrations an unlimited number of Registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holdersthe Initiating Holder), provided, provided that the Company shall not be obligated to effect, or take any action to effect, any such registration Registration pursuant to this Section 2(c):

Appears in 1 contract

Samples: Registration Rights Agreement (Tornier B.V.)

Form S-3. The Following the Qualified Public Offering, the Company shall use its reasonable best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3, the Holders shall have the right to request up to four (4) unlimited registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares such securities by such holders), provided, that subject only to the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(c):following:

Appears in 1 contract

Samples: Registration Rights Agreement (TRUEYOU.COM)

Form S-3. The Following the Initial Public Offering, the Company shall use its all commercially reasonable best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3, the Holders shall have the right to request up to four (4) an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided, that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section SECTION 2(c):

Appears in 1 contract

Samples: Registration Rights Agreement (Healthequity Inc)

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