Initiating Holder Clause Samples

The 'Initiating Holder' clause defines the party responsible for starting a particular process or action under the agreement, such as initiating a claim, request, or notification. In practice, this clause identifies which party—often among multiple stakeholders—has the authority or obligation to trigger certain contractual procedures, such as commencing dispute resolution or exercising an option. By clearly designating the initiating party, the clause helps prevent confusion or disputes over who is empowered to act first, ensuring orderly and efficient administration of the contract's provisions.
Initiating Holder. The term "Initiating Holder" means any ----------------- Holder or Holders who in the aggregate hold not less than forty percent (40%) of the outstanding Registrable Securities.
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Initiating Holder. The term "INITIATING HOLDER" shall mean any Holder or Holders who in the aggregate are Holders (i) of not less than 40% of the then outstanding Registrable Securities or (ii) of not less than a majority of the Common Stock issued or issuable upon conversion of the Series B Preferred Stock.
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Initiating Holder. Each Section 2 (a) Requesting Holder's notice shall state the number of his or its Registrable Securities proposed to be included in the offering. Subject to the provisions of Section 2(b) below, following the expiration of the above-referenced twenty (20) day period, the Partnership shall cooperate in the preparation of a registration statement or, if a shelf registration statement is then in effect under which the units may be registered, a prospectus supplement, and all other documentation necessary to effect the underwritten public offering of all of the Registrable Securities and Subsequent Holder Registrable Securities (the "Section 2(a) Participating Units") specified in the request of the Section 2 (a) Initiating Holder pursuant to Section 2(a)(i) and the requests, if any, of the Section 2(a) Requesting Holders pursuant to this Section 2(a)(ii); provided, however, that if the Partnership receives a request for registration from a Priority Holder pursuant to Section 2(a)(iii), then, instead of effecting an underwritten public offering pursuant to this Section 2(a)(ii), the Partnership shall follow the procedures specified in Section 2(a)(iii). (a) Initiating Holder and the Section 2 (a) Requesting Holders (collectively, the "Section 2(a) Participating Holders") should be limited due to market conditions or marketing considerations, the Holders shall have priority over the Subsequent Holders and shall not be required to withdraw any of their Registrable Securities from such public offering until such time as all of the Subsequent Holder Registrable Securities have been withdrawn. If, after all of the Subsequent Holder Registrable Securities, if any, have been withdrawn, the managing underwriter determines that the remaining Section 2(a) Participating Units should be limited due to market conditions or marketing considerations, the Holders shall participate in such public offering in such manner as they shall agree or, in the absence of such an agreement, pro rata based upon the ratio of the Registrable Securities (and Registrable Security equivalents), respectively, owned by them to the total number Registrable Securities (and Registrable Security equivalents) then outstanding. If, in such case, any Holder desires to include in such underwriting fewer than its pro rata number of Section 2(a) Participating Units, and as a result the offering can accommodate additional Section 2(a) Participating Units, then all Holders who have already committed their ...
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Initiating Holder. Section 1.1(c). Investor – introductory paragraphs. Person – any corporation, general partnership, limited partnership, limited liability company, business trust, association, organization, entity, individual or a governmental agency. Pro Rata Portion – the proportion that the number of Common Equivalent Shares then held by the Person in question bears to the total number of shares of Common Stock then outstanding (assuming full conversion, exercise and exchange of all convertible, exercisable or exchangeable securities and rights then outstanding).
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Initiating Holder. Section 1.1(c). Investor – introductory paragraphs. Person – any corporation, general partnership, limited partnership, limited liability company, business trust, association, organization, entity, individual or a governmental agency. Pro Rata Portion – the proportion that the number of Common Equivalent Shares then held by the Person in question bears to the total number of shares of Common Stock then outstanding (assuming full conversion, exercise and exchange of all convertible, exercisable or exchangeable securities and rights then outstanding).
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Related to Initiating Holder

  • Piggyback Registration (i) If the Company proposes to register any Company Securities under the Securities Act (other than a registration on Form S-8 or S-4 relating to Shares or any other class of Company Securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person) other than in connection with a rights offering, whether or not for sale for its own account, the Company shall each such time give prompt notice (via facsimile or electronic transmission) at least 10 Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Stockholder, which notice shall set forth such Stockholder’s rights under this Section 2.02 and shall offer such Stockholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Stockholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(h)(ii). Upon the request of any such Stockholder made within 10 Business Days after the receipt of notice from the Company regarding a Piggyback Registration (which request shall specify the number of Registrable Securities intended to be registered by such Stockholder), the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Requesting Stockholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered in accordance with the plan of distribution intended by the Company for such registration statement; provided that (i) if such registration involves a Public Offering, all such Registering Stockholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f)(i) on the same terms and conditions as apply to the Company and (ii) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(h) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all Registering Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration or Shelf Registration to the extent required by Section 2.01. The Company shall pay all Registration Expenses in connection with each Piggyback Registration. (ii) If a Piggyback Registration involves a Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.01(e) shall apply) and the lead managing underwriter advises the Company that, in its view, the number of Registrable Securities that the Company and such Registering Stockholders intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size: (A) first, so much of the Registrable Securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; (B) second, all Registrable Securities requested to be included in such registration by any Registering Stockholders pursuant to this Section 2.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Stockholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration by each such Stockholder); and (C) third, any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall determine.

  • Registrable Shares For purposes of this Agreement, “Registrable Shares” shall mean the shares of Parent Common Stock issued as the Equity Consideration and Restricted Equity Consideration.

  • Registrable Securities As used herein the term "Registrable Security" means the Securities until (i) the Registration Statement has been declared effective by the Commission, and all Securities have been disposed of pursuant to the Registration Statement, (ii) all Securities have been sold under circumstances under which all of the applicable conditions of Rule 144 (or any similar provision then in force) under the Securities Act ("Rule 144") are met, (iii) all Securities have been otherwise transferred to holders who may trade such Securities without restriction under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such Securities not bearing a restrictive legend or (iv) such time as, in the opinion of counsel to the Company, all Securities may be sold without any time, volume or manner limitations pursuant to Rule 144(k) (or any similar provision then in effect) under the Securities Act. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be deemed to be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Agreement.

  • Piggy Back Registration (a) If the Company shall, at any time prior to the expiration of this Warrant, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall use its best efforts to cause the managing underwriter of the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

  • Piggyback Registration Rights Subject to the last sentence of this Section 4.2, at any time after a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form ▇-▇, ▇-▇ or other limited purpose form), the Company will give written notice of its determination to the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable Securities, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.