Limitations on Demand Registrations. (a) Each holder of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations. (b) The Company shall be entitled to postpone for a reasonable period of time not to exceed forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of any registration statement otherwise required to be prepared and filed by it if, at the time it receives a Demand Registration request or at any time during the process of registration, prior to being declared effective by the SEC, the Board of Directors of the Company determines, in its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance to the Company (other than an underwritten public offering of its securities), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay; provided, however, that the Company shall not be entitled to postpone filing a registration statement in response to a Demand Registration for the twelve (12) months following the expiration of such forty-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated).
Appears in 4 contracts
Samples: Registration Rights Agreement (Fleming Robert Inc / Da), Registration Rights Agreement (Impax Laboratories Inc), Registration Rights Agreement (Impax Laboratories Inc)
Limitations on Demand Registrations. (ai) Each holder At any time after the completion date of the Registrable Securities Demerger, any Holder that owns at least 20,000 shares is a member of Series 2 Preferred the Prudential Affiliated Group shall be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any request an unlimited number of Shelf Demand Registrations.
(bii) The Company At any time after the expiration of the Lock-Up Period, (x) any Holder that is a member of the Athene Affiliated Group, together with all other members of the Athene Affiliated Group, shall be entitled to postpone for a reasonable period of time not to exceed forty-five (45) days request no more than two Demand Registrations in the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of any registration statement otherwise required to be prepared and filed by it if, at the time it receives a Demand Registration request or at any time during the process of registration, prior to being declared effective by the SEC, the Board of Directors of the Company determines, in its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance to the Company (other than an underwritten public offering of its securities), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delayaggregate; provided, however, that a request for a Demand Registration will not count for the purposes of this limitation if: (i) a member of the Athene Affiliated Group determines in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration due to regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 120 days of the date that such registration statement is first filed with the SEC, (iii) prior to the sale of at least 75% of the Registrable Securities included in the registration relating to such Demand Registration request, such registration is adversely affected by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Athene Affiliated Holder’s reasonable satisfaction within thirty days of the date of such order, (iv) more than 20% of the Registrable Securities requested by the Holders that are members of the Athene Affiliated Group to be included in the registration are not so included pursuant to Section 2.3(b), (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a default or breach thereunder by the Athene Affiliated Holders) or (vi) if the Company exercises a Suspension with respect to the Registration Statement relating to such request as provided in Section 2.9, and (y) Non-Affiliated Holders shall be entitled to request no more than two Demand Registrations in the aggregate.
(iii) The Company shall not be entitled obligated to postpone filing a registration statement in response to a effect more than one Demand Registration for the twelve (12) months following the expiration of such fortyin any 90-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Any Demand Registration shall be reinstated)in addition to any registration on a Shelf Registration Statement.
Appears in 4 contracts
Samples: Registration Rights Agreement (Jackson Financial Inc.), Investment Agreement (Jackson Financial Inc.), Registration Rights Agreement (Jackson Financial Inc.)
Limitations on Demand Registrations. (a) Each holder of the Registrable Securities that owns at least 20,000 shares of Series 2 1 Preferred shall be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations.
(b) The Company shall be entitled to postpone for a reasonable period of time not to exceed forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of any registration statement otherwise required to be prepared and filed by it if, at the time it receives a Demand Registration request or at any time during the process of registration, prior to being declared effective by the SEC, the Board of Directors of the Company determines, in its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance to the Company (other than an underwritten public offering of its securities), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay; provided, however, that the Company shall not be entitled to postpone filing a registration statement in response to a Demand Registration for the twelve (12) months following the expiration of such forty-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated).
Appears in 4 contracts
Samples: Registration Rights Agreement (Global Pharmaceutical Corp \De\), Registration Rights Agreement (Global Pharmaceutical Corp \De\), Registration Rights Agreement (Global Pharmaceutical Corp \De\)
Limitations on Demand Registrations. (a) Each holder of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either one (1) Long-Form Demand Notwithstanding anything herein to the contrary, the Company may suspend the registration process and/or delay any Holder’s ability to use a prospectus or delay making a filing of a Registration Statement or one (1) Short-Form Demand Registration taking any other action in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations.
(b) The Company shall be entitled to postpone connection therewith for a reasonable period of time not up to exceed forty-five ninety (4590) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of any registration statement otherwise required to be prepared and filed by it if, at the time it receives a Demand Registration request or at any time during the process of registration, prior to being declared effective by the SEC, when the Board of Directors has determined in good faith that it would be in the best interest of the Company determinesif such Registration Statement (or an amendment or supplement thereto) were filed, in its reasonable good faith judgmentsuch Registration Statement (or amendment or supplement thereto) were to become effective or remain effective for the time otherwise required for such Registration Statement to remain effective or any other action either would (A) materially adversely affect a significant financing, that such registration would materially interfere with a business or financial transaction of substantial importance to the Company (other than an underwritten public offering of its securities), including, without limitation, any such transaction involving a material acquisition, consolidationdisposition, merger or corporate reorganization then pending or proposed by its Board other material transaction, (B) require premature disclosure of Directors involving the Company, and material information that the Company promptly gives has a bona fide business purpose for preserving as confidential or (C) render the holders of Company unable to comply with requirements under the Registrable Securities written notice of such determinationAct or the Exchange Act (each, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay“Valid Business Reason”); provided, however, that such right to delay shall be exercised by the Company not more than twice in any 12-month period and the Company shall only have the right to delay so long as such Valid Business Reason exists (but in no event for a period longer than ninety (90) days in the aggregate in any twelve month period). The Company shall give notice to each Participating Holder that the registration process has been delayed and upon notice duly given, each Holder agrees not to sell any Registrable Securities pursuant to any Registration Statement until such Holder’s receipt of copies of the supplemented or amended prospectus, or until it is advised in writing by the Company that the prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise to a suspension in any notice to the Holders.
(ii) The Company shall not be entitled required to postpone filing a registration statement in response effect more than three (3) Demand Registrations, provided that, if the Company is eligible to a use Form S-3 (or any successor form) under the Securities Act for such intended resale of Registrable Securities, then the limit shall be three (3) per year Demand Registrations that are Shelf Registrations not involving an underwritten offering that the Company may be required to effect. A Demand Registration for shall not be deemed to have been effected and shall not count as one of the Demand Registrations referenced in the immediately preceding sentence (i) unless a Registration Statement with respect thereto has become effective and remained effective in compliance with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Holders thereof set forth in such Registration Statement; provided, however, that such period shall not exceed twelve (12) months (except in the case of a Shelf Registration); (ii) (A) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason and has not thereafter become effective; or (B) if the offering of Registrable Securities is not consummated because the underwriters of an underwritten public offering advise the Participating Holders that the Registrable Securities cannot be sold at a net price per share equal to or above the minimum net price acceptable to the Holders of a Majority in Interest of Participating Holders; provided, however, that this clause (ii)(B) shall not apply to an underwritten offering conducted on a “firm commitment basis” which is not consummated following the expiration commencement of a roadshow; (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived (unless the cause of such forty-five day period. In conditions to closing not being satisfied shall be attributable to one or more Participating Holders or the event underwriter); (iv) if the effectiveness amount of any Registrable Securities of Requesting Holders included in the registration statement is postponed pursuant are reduced to this paragraph, the holder or holders fewer than fifty percent (50%) of the Registrable Securities making a registration request shall have originally requested to be registered; or (v) if there is not Full Cooperation in connection therewith.
(iii) Notwithstanding anything herein to the right contrary, the Company will not be required to withdraw such effect any Demand Registration request by giving written notice to during the Company within period starting on the date thirty (30) days after receipt 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 (other than on Form S-4 or S-8 under the Securities Act, or any successor form) pertaining to the securities of the notice of postponement (andCompany, provided that the Company is employing in the event of good faith all commercially reasonable efforts to cause such withdrawal, the right of the holders of the Registrable Securities Registration Statement to such Demand Registration shall be reinstated)become effective.
Appears in 4 contracts
Samples: Registration Rights Agreement (AEON Biopharma, Inc.), Registration Rights Agreement (AEON Biopharma, Inc.), Registration Rights Agreement (AEON Biopharma, Inc.)
Limitations on Demand Registrations. (a) Each holder of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations.
(b) The Company shall be entitled to postpone for may delay making a reasonable period filing of time a Registration Statement or taking action in connection therewith by not to exceed forty-five more than one hundred and eighty (45180) days if the declaration of effectiveness Company provides a written certificate signed by the Securities and Exchange Commission (Chief Executive Officer of the "SEC") of any registration statement otherwise required Company to be prepared and filed by it ifthe Holders, at prior to the time it receives a Demand would otherwise have been required to file such Registration request Statement or at any time during the process of registrationtake such action pursuant to this Section 2.2, prior to being declared effective by the SEC, stating that the Board of Directors of the Company determines, has determined in its reasonable good faith judgment, that the filing of such registration Registration Statement would materially interfere with a business or financial transaction of substantial importance be seriously detrimental to the Company (other than an underwritten public offering of its securities)or would otherwise materially adversely affect a financing, including, without limitation, any such transaction involving a material acquisition, consolidationdisposition, merger or corporate reorganization then pending or proposed by its Board of Directors involving other material transaction (collectively, a “Valid Business Reason”) and that it is therefore essential to defer the Company, and the Company promptly gives the holders filing of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delayRegistration Statement; provided, however, that such right to delay a Demand Request shall be exercised by the Company not more than once in any twelve (12) month period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists, and during such time, the Company may not file a Registration Statement for securities to be issued and sold for its own account or for that of anyone other than the Holders.
(ii) The Company shall only be obligated to effect two (2) Demand Requests pursuant to this Section 2.2 and the Holders agree not to make a Demand Request until six (6) months after the effective date of a Registration Statement.
(iii) The Company shall not be entitled required to postpone filing a registration statement in response to comply with a Demand Registration for Request unless the twelve reasonably anticipated aggregate gross proceeds to be raised (12before any underwriting discounts and commissions) months following would be equal to or exceed $5,000,000, unless such required registration is the expiration of Company’s IPO, in which case such forty-five day period. In the event the effectiveness of reasonably anticipated aggregate gross proceeds (after any registration statement is postponed pursuant underwriting discounts and commissions) shall be equal to this paragraphor exceed $10,000,000; provided, however, that in either case, the holder or holders pre-IPO capitalization (as calculated by a nationally recognized investment bank) of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice Company is at least $100 million prior to the Company within thirty (30) days after receipt of Demand Request and the notice of postponement (and, in the event of such withdrawal, the right of the holders price per share of the Registrable Securities to such Demand Registration shall be reinstated)sold is at least $12.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Vincera, Inc.), Investors' Rights Agreement (Vincera, Inc.)
Limitations on Demand Registrations. The following limitations shall apply to Demand Registrations:
(ai) Each holder GPC Fund shall be entitled to request a maximum of four (4) Demand Registrations. A registration or Shelf Take-Down shall not count as a Demand Registration until (1) the related Registration Statement has been declared effective by the SEC and (2) GPC Fund has been able to register or sell, as the case may be, at least 75% of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred requested to be included by it.
(ii) AFMIC shall be entitled to request a maximum of three (i3) either Demand Registrations, provided however, that if AFMIC acquires any Registrable Securities under the Warrant Agreement or the Call Option Agreement it shall be entitled to request one (1) Longadditional Demand Registration. A registration or Shelf Take-Form Down shall not count as a Demand Registration or one until (1) Short-Form Demand the related Registration in accordance with Section 1.1(a) Statement has been declared effective by the SEC and (ii2) any number AFMIC has been able to register or sell, as the case may be, at least 75% of Shelf Registrationsthe Registrable Securities requested to be included by it.
(biii) The Company shall not be entitled obligated to postpone for a reasonable period of time not effect, or to exceed forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of take any action to effect, any registration statement otherwise required or offering pursuant to this Section 2 if the Company has already effectuated three (3) Demand Registrations in the preceding 365-day period, provided that at least one of such Demand Registrations was requested by AFMIC or AFMIC sold 100% of the shares it requested to be prepared and filed by it if, at the time it receives registered in a Demand Registration request or at any time during in the process of registration, prior to being declared effective by the SEC, the Board of Directors of the Company determines, in its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance to the Company preceding 365-day period.
(other than an underwritten public offering of its securities), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay; provided, however, that the iv) The Company shall not be entitled obligated to postpone filing a effect, or to take any action to effect, any registration statement or offering that requires Substantial Marketing Efforts pursuant to this Section 2 more than two (2) times in response any 365-day period provided that at least one of such Demand Registrations was requested by AFMIC or AFMIC sold 100% of the shares it requested to be registered in a Demand Registration for in the twelve (12) months following the expiration of such fortypreceding 365-five day period. In the event the effectiveness of .
(v) The Company shall not be obligated to effect, or to take any registration statement is postponed action to effect, more than two (2) Demand Registrations pursuant to this paragraphSection 2 in any 90-day period.
(vi) The Company shall not be obligated to effect, the holder or holders of the to take any action to effect any Demand Registration with respect to Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty representing less than forty million dollars (30$40,000,000) days after receipt of the notice of postponement (and, or $20,000,000 in the event case of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated)a Shelf Take-Down) in expected gross proceeds.
Appears in 2 contracts
Samples: Registration Rights Agreement (Bowhead Specialty Holdings Inc.), Registration Rights Agreement (Bowhead Specialty Holdings Inc.)
Limitations on Demand Registrations. Each of (ax) Each holder the D. X. Xxxx Investors, collectively, and (y) the GS Investors, collectively, shall be entitled to one Demand Registration in any consecutive 12-month period. Unless otherwise agreed by the Board, the Company will not be obligated to have a Registration Statement of the Company pursuant to a Demand Registration that is declared effective during the six-month period following the effective date of any other Registration Statement of the Company pursuant to a Demand Registration. The Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities that owns at least 20,000 shares requested to be included in such Demand Registration equals or exceeds US $100 million, unless otherwise agreed by the Board. No request for registration will count for the purposes of Series 2 Preferred shall be entitled to the limitations in this Section 1.1(b) if (i) either one the Requesting Holder(s) determine in good faith to withdraw (1prior to the effective date of the Registration Statement relating to such request) Long-Form Demand Registration the proposed registration due to marketing or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and regulatory reasons; (ii) any number of Shelf Registrations.
(b) The Company shall be entitled the Registration Statement relating to postpone for a reasonable period of time such request is not to exceed forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of any registration statement otherwise required to be prepared and filed by it if, at the time it receives a Demand Registration request or at any time during the process of registration, prior to being declared effective by the SEC, the Board of Directors within 180 days of the Company determines, in its reasonable good faith judgment, that date such registration would materially interfere Registration Statement is first filed with a business or financial transaction of substantial importance to the Company Commission (other than an underwritten public offering solely by reason of its securities), including, without limitation, any the Requesting Holder(s) having refused to proceed) and such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board Requesting Holder(s) withdraws the Registration Request prior to such Registration Statement being declared effective; (iii) prior to the sale of Directors involving the Company, and the Company promptly gives the holders 90 percent of the Registrable Securities written notice included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court for any reason and the Company fails to have such stop order, injunction, or other order or requirement removed, withdrawn, or resolved to the reasonable satisfaction of the Requesting Holder(s) within 30 days of the date of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delayorder; provided, however, that the Company shall not be entitled to postpone filing a registration statement in response to a Demand Registration for the twelve (12iv) months following the expiration of such forty-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraph, the holder or holders more than 50 percent of the Registrable Securities making requested by such Requesting Holder(s) to be included in such registration are not so included pursuant to Section 1.1(f) below; or (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied or waived (other than as a registration request shall have result of a material default or breach thereunder by any such Requesting Holder(s)). Notwithstanding the right to withdraw such Demand Registration request by giving written notice foregoing, to the Company within thirty (30) days after receipt of the notice of postponement (and, in the event of such withdrawalextent permitted by Applicable Law, the right Company will pay all Registration Expenses in connection with any Registration Request pursuant to Section 1.1(a) regardless of whether or not such Registration Request counts towards the holders of the Registrable Securities to such Demand Registration shall be reinstated)limitation set forth above.
Appears in 2 contracts
Samples: Registration Rights Agreement (James River Group Holdings, Ltd.), Registration Rights Agreement (James River Group Holdings, Ltd.)
Limitations on Demand Registrations. (a) Each holder of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations.
(b) The Company shall be entitled to postpone for may delay making a reasonable period filing of time a Registration Statement or taking action in connection therewith by not to exceed forty-five (45) more than 60 days if the declaration of effectiveness Company provides a written certificate signed by the Securities President and Exchange Commission (Chief Executive Officer of the "SEC") of any registration statement otherwise required Company to be prepared and filed by it ifthe Participating Holders, at prior to the time it receives a Demand would otherwise have been required to file such Registration request Statement or at any time during the process of registrationtake such action pursuant to this Section 2.1, prior to being declared effective by the SEC, stating that the Board of Directors of the Company determines, has determined in its reasonable good faith judgment, that the filing of such registration Registration Statement would materially interfere with a business or financial transaction of substantial importance be seriously detrimental to the Company (other than an underwritten public offering of its securities)or would otherwise materially adversely affect a financing, including, without limitation, any such transaction involving a material acquisition, consolidationdisposition, merger or corporate reorganization then pending or proposed by its Board of Directors involving other material transaction (collectively, a “Valid Business Reason”) and that it is therefore essential to defer the Company, and the Company promptly gives the holders filing of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delayRegistration Statement; provided, however, that such right to delay a Demand Request shall be exercised by the Company not more than once in any 12-month period.
(ii) The Company shall only be obligated to effect two Demand Requests pursuant to this Section 2.1.
(iii) The Company shall not be entitled required to postpone filing a registration statement in response to comply with a Demand Registration for the twelve (12) months following the expiration of such forty-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of Request unless the Registrable Securities to which such Demand Registration Request relates would be equal to or exceed 20% of the Registrable Securities.
(iv) Without the express consent of the Company, no sale or other disposition of Registrable Securities or other securities of the Company, held by Holders of Registrable Securities shall be reinstated)made pursuant to a Registration Statement or otherwise during any blackout period during which sales of securities by executive officers and directors of the Company are restricted by Company policy or directive as a result of material information or developments known to the Company and not yet known to the public, including without limitation during any pendency of the release of material information concerning earnings or operational information.
Appears in 2 contracts
Samples: Registration Rights Agreement (Crimson Exploration Inc.), Registration Rights Agreement (America Capital Energy Corp)
Limitations on Demand Registrations. The demand registration rights granted to the Stockholders pursuant to Section 2.01 are subject to the following limitations:
(a) Each holder of the Registrable Securities Company shall not be obligated under Section 2.01 to cause to become effective more than four Demand Registration Statements, provided that owns at least 20,000 shares of Series 2 Preferred the following shall not be entitled deemed to constitute a Demand Registration Statement pursuant to Section 2.01: (i) either one a Registration Statement which does not become or remain effective for the period specified in Section 5.01(a) (1) Long-Form unless such Demand Registration Statement has not become effective or one (1) Short-Form Demand Registration in accordance does not remain effective due solely to the fault of the Stockholders and the Stockholders have not reimbursed the Company for the expenses incurred by the Company with Section 1.1(a) and respect thereto), (ii) a Registration Statement that becomes subject to any number stop order, injunction or other order or similar action of Shelf Registrations.the Commission or other governmental agency or court for any reason or (iii) a Registration Statement for which the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection therewith are not satisfied, other than primarily by reason of an act or omission of a Stockholder);
(b) The the Company shall not be obligated to cause any Demand Registration Statement to be declared effective less than 6 months after the effective date of any other Registration Statement filed pursuant to Section 2.01;
(c) if the sale of Registrable Securities under any Registration Statement filed under Section 2.01 shall be on an underwritten basis, the Participating Stockholders shall have the right to select the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld;
(d) the Company shall not be obligated to file a Demand Registration Statement unless the total number of shares of Registrable Securities requested to be included in such offering by the Stockholders equals or exceeds 500,000 shares of Common Stock;
(e) the Company shall be entitled to postpone for a reasonable time, not exceeding 90 days (provided that all postponements under this paragraph in any 12-month period of time shall not to exceed forty-five (45) days 180 days), the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") filing of any registration statement otherwise required Demand Registration Statement or its efforts to be prepared and filed by it if, cause any Demand Registration Statement to become effective if at the time it receives a Demand Registration request the right to delay is exercised the Company shall determine in good faith that such offering would interfere in any material respect with any material acquisition, financing or at other transaction which the Company is actively pursuing or require premature disclosure of any time during other material corporate development, which disclosure would adversely affect the process of registration, prior to being declared effective by the SEC, the Board of Directors interests of the Company determinesin any material respect; and
(f) if the Demand Registration Statement is for a "shelf" offering under Rule 415 under the Securities Act, in its reasonable good faith judgment, that such registration would materially interfere with a the Participating Stockholders who wish to sell shall give two business or financial transaction of substantial importance days advance notice to the Company each time they wish to begin sales thereunder and each such notice shall entitle such Participating Stockholders to make sales for a 30-day period beginning with the third business day after the giving of such notice, provided that the Company by notice to the Participating Stockholders may postpone all sales under such Demand Registration Statement for a reasonable time, not exceeding 90 days (other than an underwritten public offering of its securitiesprovided that all postponements under this paragraph in any 12-month period shall not exceed 180 days), including, without limitation, if the Company shall determine in good faith that permitting such sales would interfere in any such transaction involving a material respect with any material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, and financing other transaction which the Company promptly gives is actively pursuing or require premature disclosure of any other material corporate development, which disclosure would adversely affect the holders interests of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay; provided, however, that the Company in any material respect. The Company shall not be entitled required to postpone filing file such a shelf registration with respect to the conversion or exchange of any convertible or exchangeable Registrable Securities. The Company shall not be required to file such a shelf registration statement in response to a unless the Stockholders hold less than 10% of the outstanding Common Stock and Participating Stockholders have previously sold Registered Securities under two underwritten Demand Registration for the twelve (12) months following the expiration of such forty-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated)Statements.
Appears in 1 contract
Limitations on Demand Registrations. (a) Each holder The rights of the Registrable Securities that owns at least 20,000 shares Holders to effect a Demand Registration shall be limited as follows:
3.2.1 Except as set forth in subparagraph 3.2.2, the Company shall not be required to effect more than two Demand Registrations.
3.2.2 Notwithstanding subparagraph 3.2.1 and subject to the provisions of Series 2 Preferred paragraph 3.3 hereof, the Holders shall be entitled to three (i3) either one (1) LongDemand Registrations at the Company's expense on Form S-3 or any similar short-Form form registration, provided that the Company qualifies for such short-form registration, and provided further that any REGISTRATION RIGHTS AGREEMENT Demand Registration or pursuant to this subparagraph 3.2.2 shall not be counted as one (1) Short-Form of the Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf RegistrationsRegistrations allowed under subparagraph 3.2.1 above.
(b) The Company 3.2.3 Notwithstanding subparagraph 3.2.2, the Holders shall be entitled to postpone for an unlimited number of Demand Registrations at their own expense on any applicable form of registration.
3.2.4 The Company shall not be obligated to effect a reasonable registration, qualification, or compliance under this Article III during the period of time not to exceed forty-five starting sixty (4560) days prior to the declaration Company's good faith estimate of effectiveness by the Securities date of filing of, and Exchange Commission ending on a date one hundred eighty (180) days following the "SEC") effective date of, a Company-initiated registration (other than a registration of any securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively and in good faith employing all reasonable efforts to cause such registration statement otherwise required to become effective.
3.2.5 The Company will not be prepared and filed by it if, at the time it receives deemed to have provided a Demand Registration request or at hereunder unless, in addition to the satisfaction of any time during the process of registrationother conditions required by this Agreement, prior to being declared effective such registration has become effective.
3.2.6 Any Demand Registration must be firmly underwritten by underwriters selected by the SECInitiating Holders, subject to the approval of the Company, which approval shall not be unreasonably withheld, and the Company and the Initiating Holders shall obtain the commitment of such underwriter to firmly underwrite the offering.
3.2.7 If the Company shall furnish to the Holders making such Demand a certificate signed by the President of the Company stating that, in the unanimous good faith judgment of the Board of Directors of the Company determinesCompany, in its reasonable good faith judgment, that such registration it would materially interfere with a business or financial transaction of substantial importance be seriously detrimental to the Company (other than an underwritten public offering of and its securities), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons shareholders for such postponement and an approximation of Registration Statement to be filed at the anticipated delay; provideddate filing would be required hereunder, however, that then the Company shall have an additional period of not be entitled to postpone filing a registration statement in response to a Demand Registration for the twelve more than ninety (12) months following the expiration of such forty-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (3090) days after receipt of the notice of postponement (and, in the event of within which to file such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated)Statement.
Appears in 1 contract
Samples: Registration Rights Agreement (Quietpower Systems Inc)
Limitations on Demand Registrations. (a) Each holder The holders of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Short-Form Demand Registrations.
(b) The Company shall be entitled to postpone for a reasonable period of time not to exceed forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") filing of any registration statement otherwise required to be prepared and filed by it if, at the time it receives a Demand Registration request or at any time during the process of registration, prior to being declared effective by the SECrequest, the Board of Directors of the Company determines, in its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance to the Company (other than an underwritten public offering of its securities), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay; provided, however, that the Company shall not be entitled to postpone filing a registration statement in response to a Demand Registration for the twelve (12) months following the expiration of such forty-five day period. In the event the effectiveness filing of any registration statement is postponed pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration and the right of the Company to postpone filing shall be reinstated).
Appears in 1 contract
Samples: Stock Purchase Agreement (Hudson Technologies Inc /Ny)
Limitations on Demand Registrations. (a) Each holder The rights of the Registrable Securities that owns at least 20,000 shares Holders to effect a Demand Registration shall be limited as follows:
3.2.1 Except as set forth in subparagraph 3.2.2, the Company shall not be required to effect more than one Demand Registration.
3.2.2 Notwithstanding subparagraph 3.2.1 and subject to the provisions of Series 2 Preferred paragraph 3.3 hereof, the Holders shall be entitled to two (i2) either one (1) LongDemand Registrations at the Company's expense on Form 5-Form 3 or any similar short-form registration, provided that the Company qualifies for such short-form registration, and provided further that any Demand Registration or pursuant to this subparagraph 3.2.2 shall not be counted as one (1) Short-Form of the Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf RegistrationsRegistrations allowed under subparagraph 3.2.1 above.
(b) The Company 3.2.3 Notwithstanding subparagraph 3.2.2, the Holders shall be entitled to postpone for an unlimited number of Demand Registrations at their own expense on any applicable form of registration.
3.2.4 The Company shall not be obligated to effect a reasonable registration, qualification, or compliance under this Article 3 during the period of time not to exceed forty-five starting sixty (4560) days prior to the declaration Company's good faith estimate of effectiveness by the Securities date of filing of; and Exchange Commission ending. on a date one hundred eighty (180) days following the "SEC") effective date of, a Company- initiated registration (other than a registration of any securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively and in good faith employing all reasonable efforts to cause such registration statement otherwise required to become effective and to continue to be prepared and filed by it if, at the time it receives effective as set forth in Paragraph 4.1.1 hereof.
3.2.5 The Company will not be deemed to have provided a Demand Registration request or at hereunder unless, in addition to the satisfaction of any time during the process of registrationother conditions required by this Agreement, prior to being declared effective such registration has become effective.
3.2.6 Any Demand Registration must be firmly underwritten by underwriters selected by the SECInitiating Holders, subject to the approval of the Company, which approval shall not be unreasonably withheld, and the Company and the Initiating Holders shall obtain the commitment of such underwriter to firmly underwrite the offering.
3.2.7 If the Company shall furnish to the Holders making such Demand a certificate signed by the President of the Company stating that, in the unanimous good faith judgment of the Board of Directors of the Company determinesCompany, in its reasonable good faith judgment, that such registration it would materially interfere with a business or financial transaction of substantial importance be seriously detrimental to the Company (other than an underwritten public offering of and its securities), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons shareholders for such postponement and an approximation of Registration Statement to be filed at the anticipated delay; provideddate filing would be required hereunder, however, that then the Company shall have an additional period of not be entitled to postpone filing a registration statement in response to a Demand Registration for the twelve more than ninety (12) months following the expiration of such forty-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (3090) days after receipt of the notice of postponement (and, in the event of within which to file such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated)Statement.
Appears in 1 contract
Samples: Registration Rights Agreement (DCC Compact Classics Inc)
Limitations on Demand Registrations. (a) Each holder The Holders of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either one (1) Long-Form two Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations.
(ba) The Company shall be entitled to postpone for a reasonable period of time time, not to exceed forty-five sixty (4560) days days, the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") SEC of any registration statement Demand Registration otherwise required to be prepared and filed by it the Company if, at the time it receives a Demand Registration request or at any time during the process of registration, prior to being declared effective by the SEC, the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company determinesCompany, in its reasonable good faith judgment, that such registration it would materially interfere with a business or financial transaction of substantial importance be seriously detrimental to the Company (other than an underwritten public offering of and its securities), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons stockholders for such postponement and an approximation Demand Registration to be effected at such time. The Company shall be entitled to postpone filing of the anticipated delay; a Demand Registration as provided in Section 4(a) below, provided, however, that the Company shall not be entitled to postpone filing a registration statement in response to a Demand Registration for the twelve (12) months following the expiration of such fortysixty-five day period; and provided further that should the Company postpone the filing of a Registration Statement pursuant to Section 4(a) hereof, the Company shall not be entitled to postpone effectiveness of such Registration Statement pursuant to this Section 2.2(a). In the event the effectiveness of any registration statement is postponed pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty twenty (3020) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated).
Appears in 1 contract
Samples: Registration Rights Agreement (Mobile Pet Systems Inc)
Limitations on Demand Registrations. (a) Each holder The holders of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations.
(b) The Company shall be entitled to postpone for a reasonable period of time not to exceed forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of any registration statement Long-Form Registration otherwise required to be prepared and filed by it if, at the time it receives a Demand Registration request for a Long-Form Registration or at any time during the process of registration, prior to being declared effective by the SEC, the Board of Directors of the Company determines, in its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance to the Company (other than an underwritten public offering of its securities), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay; provided, however, that the Company shall not be entitled to postpone filing a registration statement in response to a Demand Registration for the twelve (12) months following the expiration of such forty-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated).
Appears in 1 contract
Samples: Registration Rights Agreement (Fleming Robert Inc / Da)
Limitations on Demand Registrations. (a) Each holder The holders of the Registrable ----------------------------------- Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either one two (12) Long-Form Demand Registration or one (1) ShortRegistrations, provided, that each such Long-Form Demand Registration in accordance shall be for Registrable -------- Securities with Section 1.1(a) an aggregate Market Value of not less than $7.5 million, and (ii) any number of Shelf Short-Form Demand Registrations; provided, that any such -------- Short-Form Demand Registration shall be for Registrable Securities with an aggregate Market Value of not less than $1 million.
(b) The Company shall be entitled to postpone for a reasonable period of time not to exceed forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") filing of any registration statement otherwise required to be prepared and filed by it if, at the time it receives a Demand Registration request or at any time during the process of registration, prior to being declared effective by the SECrequest, the Board of Directors of the Company determines, in its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance to the Company (other than an underwritten public offering of its securities), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay; provided, however, -------- ------- that the Company shall not be entitled to postpone filing a registration statement in response to a Demand Registration for the twelve (12) months following the expiration of such forty-five day period. In the event the effectiveness filing of any registration statement is postponed pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated).
Appears in 1 contract
Limitations on Demand Registrations. (a) Each holder of i. Notwithstanding the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations.
(b) The Company shall be entitled to postpone for a reasonable period of time not to exceed forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of any registration statement otherwise required to be prepared and filed by it ifforegoing obligations, at the time it receives a Demand Registration request or at any time during the process of registration, prior to being declared effective by the SEC, if the Board of Directors in its good faith judgment determines that filing or causing the effectiveness of a registration statement or prospectus pursuant to Section 2(b) or Section 2(c) would cause a Materially Detrimental Effect or would otherwise require presentation of financial statements for any entity other than the Company determinesor pro forma financial information, in its reasonable good faith judgmenteach case to the extent not already included in the Company’s filings under the Exchange Act or Canadian Securities Laws, that or to obtain an audit other than for the Company’s fiscal year financial statements, then the Company shall have the right, upon providing prompt written notice to the Participating Investors, to delay the filing or initial effectiveness of such registration would materially interfere with statement or prospectus (a business or financial transaction of substantial importance to the Company (other than an underwritten public offering of its securities“Delay”), including, without limitation, and any such transaction involving a material acquisition, consolidation, merger time periods with respect to filing or corporate reorganization then pending or proposed by its Board of Directors involving the Company, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delayeffectiveness thereof shall be tolled correspondingly; provided, however, that the Company shall not be entitled permitted to postpone exercise a Delay (A) for a period exceeding 90 days on any one occasion or (B) for an aggregate of more than 180 days in any 12-month period. The Company shall not register or qualify any securities for its own account or that of any other stockholder during any such Delay other than an Excluded Registration. Upon receiving notice of the Delay, the Participating Investors shall suspend use of any applicable preliminary prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities.
ii. The Company shall not be obligated to effect, or to take any action to effect, any Registration or Qualification pursuant to Section 2(b): (A) during the period that is 60 days before the Company’s good faith estimate of the date of filing of, and ending on a date that is 180 days after the effective date of, a Company-initiated Registration or Qualification, provided that the Company is actively employing its good faith commercially reasonable efforts to cause such Registration or Qualification to become effective; or (B) after the Company has effected two Registrations and/or Qualifications pursuant to Section 2(b) (for greater certainty, any such Registration and Qualification effected concurrently shall count as one).
iii. The Company shall not be obligated to effect, or to take any action to effect, any Registration or Qualification pursuant to Section 2(c): (A) during the period that is 30 days before the Company’s good faith estimate of the date of filing of, and ending on a date that is 90 days after the effective date of, a Company-initiated Registration or Qualification, provided that the Company is actively employing its good faith commercially reasonable efforts to cause such Registration or Qualification to become effective; or (B) if the Company has effected two Registrations and/or Qualifications pursuant to Section 2(c) within the 12-month period immediately preceding the date of such request (for greater certainty, any such Registration and Qualification effected concurrently shall count as one).
iv. A Registration or Qualification shall not be counted as “effected” for purposes of this Section 2(d) until such time as the applicable registration statement or Canadian Prospectus has been declared effective by the SEC or a final receipt therefor has been provided by the applicable Canadian Securities Commissions, unless the Participating Investors withdraw their request for such Registration or Qualification (other than as a result of a Delay), elect not to pay the expenses therefor, and forfeit their right to one Registration or Qualification pursuant to Section 6, in which case such withdrawn Registration or Qualification shall be counted as “effected” for purposes of this Section 2(d).
v. Following the effectiveness of a registration statement in response or receipting of a Canadian Prospectus, the Participating Investor(s) will not effect any sales of Registrable Securities pursuant to such registration statement or Canadian Prospectus at any time after they have received notice from the Company to suspend sales (A) as a Demand Registration for result of a Materially Detrimental Event or (B) so that the twelve Company may correct or update the registration statement or Canadian Prospectus (12each, a “Suspension Event”). Participating Investor(s) months may recommence effecting sales of Registrable Securities pursuant to the registration statement or Canadian Prospectus following further notice to such effect from the expiration of such forty-five day period. In Company, which notice shall be given promptly after the event the effectiveness conclusion or completion of any registration statement is postponed pursuant to this paragraphsuch Suspension Event, the holder correction or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated)update.
Appears in 1 contract
Samples: Registration Rights Agreement (Zekelman Industries, Inc.)
Limitations on Demand Registrations. (ai) Each holder The Investors holding Registrable Securities, as a group, will be entitled to require the Company to effect, pursuant to Section 2(a) hereof, (A) an unlimited number of Demand Registrations on Form S-3 and (B) one (1) Demand Registration on any of Form X-0, Xxxx X-0, Form SB-1 or Form SB-2 as may at the time of such request be available to the Company; provided, however, that no registration under Section 2(a) hereof may be demanded within six (6) months after the completion of any other registration under Section 2(a) or Section 3(a) hereof. The Company will be obligated to pay all Registration Expenses (as that term is defined in Section 7 hereof) of each such registration which constitutes a Demand Registration for purposes of this Section 2.
(ii) The Company shall not be obligated or required to effect any Demand Registration of any Registrable Securities (A) pursuant to Section 2(b)(i)(A) hereof unless and until the Investors shall have requested, pursuant to Section 2(a)(ii) hereof, the inclusion in such Demand Registration of not less than 1/5 of the Registrable Securities that owns at least 20,000 or (B) pursuant to Section 2(b)(i)(B) hereof unless and until the Investors shall have requested, pursuant to Section 2(a)(ii) hereof, the inclusion in such Demand Registration of not less than 500,000 shares of Series 2 Preferred shall be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf RegistrationsRegistrable Securities.
(biii) Any registration initiated by Investors as a Demand Registration pursuant to Section 2(a) hereof shall not, for purposes of this Section 2, count as a Demand Registration unless and until such registration shall have become and remained effective for at least eighteen months.
(iv) The Company shall be entitled may refuse to postpone for a reasonable period of time not to exceed forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") effect any Demand Registration of any Registrable Securities pursuant to Section 2(a) hereof for any ninety (90) day period following receipt of any written request for registration statement otherwise required to be prepared and filed by it if, at in the time it receives a Demand Registration request or at any time during the process good faith judgment of registration, prior to being declared effective by the SEC, the Board of Directors of the Company determinesCompany, in its reasonable good faith judgment, that the filing of any registration statement during such registration ninety (90) day period would materially interfere with a business or financial transaction of substantial importance to the Company (other than an underwritten public offering of its securities), including, without limitation, any such transaction involving adversely affect a material proposed or pending acquisition, consolidation, merger or other similar corporate reorganization then pending or proposed by its Board of Directors involving the Company, and event to which the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing is or expects to be a general statement of the reasons for such postponement and an approximation of the anticipated delayparty; provided, however, that the Company shall not be entitled to postpone filing may only elect such refusal or cause a registration statement in response to a Demand Registration for the twelve (12) months following the expiration of such forty-five day period. In the event the effectiveness of any registration statement is postponed suspension pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company Section 5(a) hereof once within thirty (30) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated)any consecutive twelve month period.
Appears in 1 contract
Samples: Registration Rights Agreement (Nicollet Process Engineering Inc)
Limitations on Demand Registrations. (ai) Each holder Holding shall not be obligated to effect more than three (3) Demand Registrations pursuant to Section 6.2(a) of this Agreement.
(ii) Holding shall not be obligated to effect any Demand Registration of any Registrable Securities pursuant to Section 6.2(a) hereof before the earlier to occur of (A) June 7, 2002, and (B) six months following the consummation of Holding's initial public offering of shares of Common Stock registered in an effective registration statement under the Securities Act.
(iii) Any registration initiated as a Demand Registration pursuant to Section 6.2(a) hereof shall not count as a Demand Registration for purposes of the limitation set forth in Section 6.2(b)(i) of this Agreement unless such registration has become effective and at least 75% of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall the Demanding Holders requested to be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration included in accordance with Section 1.1(a) and (ii) any number of Shelf Registrationssuch registration have actually been sold.
(biv) The Company Holding shall not be entitled obligated to postpone for a reasonable effect any Demand Registration during the period commencing on the date falling 90 days prior to Holding's estimated date of time not to exceed forty-five (45) filing of, and ending on the date 180 days following the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of effective date of, any registration statement otherwise required pertaining to be prepared and filed any registration initiated by it ifHolding, at for the time it receives a Demand Registration request or at any time during the process account of registration, prior to being declared effective by the SEC, the Board of Directors of the Company determines, in its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance to the Company Holding and/or securityholders other than Holders (other than an underwritten public offering of its securities)with respect to securities registered solely in connection with acquisitions, including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Companyemployee benefit plans, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delaylike); provided, however, that the Company Holding shall use its best efforts in good faith to cause any such registration statement to be filed and to become effective as expeditiously as shall be reasonably possible.
(v) Holding shall not be entitled obligated to postpone filing a registration statement in response to a effect any Demand Registration for any 120-day period following receipt of any written request for registration, if in the twelve (12) months following good faith judgment of the expiration Board of Directors of Holding, or of the managing underwriter of such forty-five day period. In offering if (A) such managing underwriter was selected pursuant to Section 6.2(d) hereof by the event consent of the effectiveness Majority Demanding Holders, and (B) Holding has not withheld its approval of any managing underwriter proposed by the Majority Demanding Holders in connection with such Demand Registration, the filing of any registration statement during such 120-day period would adversely affect a material proposed or pending acquisition, merger, or similar corporate event to which Holding is postponed pursuant or expects to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated)party.
Appears in 1 contract
Limitations on Demand Registrations. (ai) Each holder The Company may delay making a filing of a Registration Statement or taking action in connection therewith by not more than sixty (60) days after receipt of a Demand Request if the Company provides a written certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company to the Holders, prior to the time it would otherwise have been required to file or confidentially submit such Registration Statement or take such action pursuant to this Section 2, stating that the Board has determined in good faith that if such Registration Statement (or an amendment thereto) were filed or confidentially submitted and such Registration Statement (or amendment) were to become effective, or remain effective for the time otherwise required for such Registration Statement to remain effective, then such action either would (A) materially adversely affect a significant financing, acquisition, disposition, merger or other material transaction, (B) require pursuant to applicable law premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (C) render the Company unable to comply with requirements under the Securities Act or the Exchange Act (each, a “Valid Business Reason”) and that it is therefore beneficial to defer the filing or confidential submission of the Registration Statement; provided, however, that such right to delay a Demand Request shall be exercised by the Company not more than three (3) times in any twelve (12) month period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists, and during such time the Company may not file a Registration Statement for securities to be issued and sold for its own account or for that of anyone else; provided, further, that the Company may, in the event it exercises such right more than one (1) time in accordance with the immediately preceding proviso, delay making a filing of a Registration Statement or taking action in connection therewith for a maximum aggregate of ninety (90) days in any twelve (12) month period.
(ii) The Company shall only be obligated to effect three (3) Demand Requests pursuant to this Section 2. For purposes of this Section 2(d)(ii), any Demand Request made pursuant to Section 2 of the Equity Trust Registration Rights Agreement shall be deemed to be a Demand Request made pursuant to this Agreement (and shall reduce the number of Demand Requests that may be made hereunder), provided, that (i) the Company shall give a notice to all Holders herein of the right to participate in any registration to be made under the Equity Trust Registration Rights Agreement (with respect to the Registrable Securities herein) on the same terms as contained herein as are applicable to any Holder giving a Participation Request herein, (ii) the offering of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall to be entitled registered pursuant to such Participation Request by the Holders is registered pursuant to such Registration Statement, and (iiii) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration such registration is deemed effected in accordance with Section 1.1(a2(b) and (ii) any number of Shelf Registrationsherein.
(biii) The Company shall not be obligated to effect a registration and shall not effect a registration pursuant to a Demand Request unless the aggregate principal amount of all Registrable Securities to be included in such Registration Statement is (x) at least $15,000,000 or (y) such lesser amount that represents at least seventy five percent (75%) of the aggregate principal amount of all Registrable Securities.
(iv) Notwithstanding the foregoing, the Company may suspend the use of a Prospectus if the Company provides written notice to all Participating Holders stating that the Board has determined in good faith that a Valid Business Reason exists to suspend the use of such Prospectus or during any period prior to the amendment or supplement of a Prospectus if such Prospectus is required to be amended or supplemented in accordance with Section 4(a)(vii). Upon receipt of such notice, each such Participating Holder shall immediately discontinue any sales of Registrable Securities pursuant to such Prospectus until such Participating Holder has received copies of a supplemented or amended Prospectus or until such Participating Holder is advised in writing by the Company that the then current Prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. Notwithstanding anything to the contrary herein, the Company shall not be entitled to postpone suspend use of the Prospectus under this Section 2(d)(iv) for a reasonable more than an aggregate of seventy-five (75) days in any 365 day period of time not to exceed and no single suspension shall be longer than forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of any registration statement otherwise required to be prepared and filed by it if, at the time it receives a Demand Registration request or at any time during the process of registration, prior to being declared effective by the SEC, the Board of Directors of the Company determines, in its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance to the Company (other than an underwritten public offering of its securities), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay; provided, however, that the Company shall not be entitled to postpone filing a registration statement in response to a Demand Registration for the twelve (12) months following the expiration of such forty-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated“Suspension Period”).
Appears in 1 contract
Samples: Registration Rights Agreement (Satelites Mexicanos Sa De Cv)
Limitations on Demand Registrations. (ai) Each holder The Company may delay making a filing of a Registration Statement or taking action in connection therewith by not more than sixty (60) days after receipt of the Demand Request if the Company provides a written certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company to the Holders, prior to the time it would otherwise have been required to file or confidentially submit such Registration Statement or take such action pursuant to this Section 2, stating that the Board has determined in good faith that if such Registration Statement (or an amendment thereto) were filed or confidentially submitted and such Registration Statement (or amendment) were to become effective, or remain effective for the time otherwise required for such Registration Statement to remain effective, then such action either would (A) materially adversely affect a significant financing, acquisition, disposition, merger or other material transaction, (B) require pursuant to applicable law premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (C) render the Company unable to comply with requirements under the Securities Act or the Exchange Act (each, a “Valid Business Reason”) and that it is therefore beneficial to defer the filing or confidential submission of the Registration Statement; provided, however, that such right to delay a Demand Request shall be exercised by the Company not more than three (3) times in any twelve (12) month period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists, and during such time the Company may not file a Registration Statement for securities to be issued and sold for its own account or for that of anyone else; provided, further, that the Company may, in the event it exercises such right more than one (1) time in accordance with the immediately preceding proviso, delay making a filing of a Registration Statement or taking action in connection therewith for a maximum aggregate of ninety (90) days in any twelve (12) month period.
(ii) The Company shall only be obligated to effect three (3) Demand Requests pursuant to this Section 2. For purposes of this Section 2(d)(ii), any Demand Request made pursuant to Section 2 of the Noteholder Registration Rights Agreement shall be deemed to be a Demand Request made pursuant to this Agreement (and shall reduce the number of Demand Requests that may be made hereunder), provided, that (i) the Company shall give a notice to all Holders herein of the right to participate in any registration to be made under the Noteholder Registration Rights Agreement (with respect to the Registrable Securities herein) on the same terms as contained herein as are applicable to any Holder giving a Participation Request herein, (ii) the offering of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall to be entitled registered pursuant to such Participation Request by the Holders is registered pursuant to such Registration Statement, and (iiii) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration such registration is deemed effected in accordance with Section 1.1(a2(b) and (ii) any number of Shelf Registrationsherein.
(biii) The Company shall not be obligated to effect a registration and shall not effect a registration pursuant to a Demand Request unless the aggregate gross offering proceeds of all Registrable Securities to be included in such Registration Statement is reasonably expected to be (x) at least $15,000,000 or (y) such lesser amount that represents at least seventy-five percent (75%) of the aggregate number of all Registrable Securities.
(iv) Notwithstanding the foregoing, the Company may suspend the use of a Prospectus if the Company provides written notice to all Participating Holders stating that the Board has determined in good faith that a Valid Business Reason exists to suspend the use of such Prospectus or during any period prior to the amendment or supplement of a Prospectus if such Prospectus is required to be amended or supplemented in accordance with Section 4(a)(vii). Upon receipt of such notice, each such Participating Holder shall immediately discontinue any sales of Registrable Securities pursuant to such Prospectus until such Participating Holder has received copies of a supplemented or amended Prospectus or until such Participating Holder is advised in writing by the Company that the then current Prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. Notwithstanding anything to the contrary herein, the Company shall not be entitled to postpone suspend use of the Prospectus under this Section 2(d)(iv) for a reasonable more than an aggregate of seventy-five (75) days in any 365 day period of time not to exceed and no single suspension shall be longer than forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of any registration statement otherwise required to be prepared and filed by it if, at the time it receives a Demand Registration request or at any time during the process of registration, prior to being declared effective by the SEC, the Board of Directors of the Company determines, in its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance to the Company (other than an underwritten public offering of its securities), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay; provided, however, that the Company shall not be entitled to postpone filing a registration statement in response to a Demand Registration for the twelve (12) months following the expiration of such forty-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated“Suspension Period’’’).
Appears in 1 contract
Samples: Registration Rights Agreement (Satelites Mexicanos Sa De Cv)
Limitations on Demand Registrations. No Initiating Holder may exercise more than two Demands during the term of this Agreement; provided, however, that for purposes of this sentence only the ML Holders shall be considered as a single group and accordingly the ML Holders may not exercise more than two Demands in the aggregate regardless of which ML Hxxxxx xxxrcises a Demand. Following a registration pursuant to this Section 3.1, the Company shall not be required to effect another registration pursuant to this Section 3.1 for the six-month period immediately subsequent to the effectiveness (awithin the meaning of Section 3.1(b)) Each holder of the Registrable Securities that owns at least 20,000 shares Registration Statement filed with respect to such first registration. In addition, the Company may delay the filing of Series 2 Preferred shall be entitled any Registration Statement pursuant to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with this Section 1.1(a) and (ii) any number of Shelf Registrations.
(b) The Company shall be entitled to postpone 3.1 for a reasonable period of time not to exceed forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of any registration statement otherwise required to be prepared and filed by it if, at in the time it receives a Demand Registration request or at any time during the process good faith judgment of registration, prior to being declared effective by the SEC, the Board of Directors of the Company, the Company determines, would be required to include in its reasonable good faith judgment, that such registration would statement material information which at that time could not be publicly disclosed without materially interfere interfering with a business or financial transaction of substantial importance to the Company (other than an underwritten public offering of its securities)any financing, including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization or other material development or transaction then pending or proposed by its Board of Directors involving the Company, in progress and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delaywithout other material adverse consequences; provided, however, that the duration of any such delay shall not exceed 90 days from the date the Company's Board of Directors actually becomes aware of such material development or transaction; and, provided, further, that the Company shall not be entitled make such filing no later than the earlier of (i) the date on which the conditions that permitted it to postpone delay such filing a registration statement in response to a Demand Registration for no longer pertain and (ii) the twelve (12) months following the expiration end of such forty90-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraphsuch delay, the holder or holders of the Registrable Securities making a registration request any Selling Holder shall have the right to withdraw his or its request for registration, and any such withdrawn request that would otherwise have been considered a Demand Registration request by giving written notice to the Company within thirty (30) days after receipt shall not be considered for purposes of the notice determining the maximum number of postponement (and, Demands provided for in the event first sentence of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstatedthis Section 3.1(e).
Appears in 1 contract
Samples: Common Stock Registration Rights Agreement (Education Management Corporation)
Limitations on Demand Registrations. (a) Each holder The Company may delay making a filing of a Registration Statement or taking action in connection therewith by not more than 60 days after receipt of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations.
(b) The Request if the Company shall be entitled to postpone for provides a reasonable period of time not to exceed forty-five (45) days the declaration of effectiveness written certificate signed by the Securities and Exchange Commission (Chief Executive Officer of the "SEC") Company to the holders of any registration statement otherwise required Registrable Securities, prior to be prepared and filed by it if, at the time it receives a Demand would otherwise have been required to file such Registration request Statement or at any time during the process of registrationtake such action pursuant to this Section 5.1, prior to being declared effective by the SEC, stating that the Board of Directors of the Company determines, has determined in its reasonable good faith judgment, that such registration it would materially interfere with a business or financial transaction of substantial importance be seriously detrimental to the Company and its stockholders if such Registration Statement (other than or an underwritten public offering of its securities)amendment thereto) were filed and such Registration Statement (or amendment) were to become effective, includingor remain effective for the time otherwise required for such Registration Statement to remain effective, without limitationbecause such action either would (A) materially adversely affect a significant financing, any such transaction involving a material acquisition, consolidationdisposition, merger or corporate reorganization then pending or proposed by its Board other material transaction; (B) require premature disclosure of Directors involving the Company, and material information that the Company promptly gives has a bona fide business purpose for preserving as confidential; or (C) render the holders Company unable to comply with requirements under the Securities Act or the Exchange Act (each, a “Valid Business Reason”) and that it is therefore essential to defer the filing of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delayRegistration Statement; provided, however, that such right to delay a Demand Request shall be exercised by the Company not more than once in any 12 month period and the Company shall not be entitled to postpone filing a registration statement in response to a Demand Registration for the twelve (12) months following the expiration of such forty-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall only have the right to withdraw delay a Demand Request so long as such Demand Registration request by giving written notice to Valid Business Reason exists, and during such time the Company within thirty (30) days after receipt may not file a Registration Statement for securities to be issued and sold for its own account or for that of the notice of postponement (and, in the event of such withdrawal, the right of anyone other than the holders of the Registrable Securities to such Demand Registration shall be reinstated)Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Caldera Pharmaceuticals Inc)
Limitations on Demand Registrations. (ai) Each holder The Holders of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either one (1) Long-Form two Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations.
(bii) The Company shall be entitled to postpone for a reasonable period of time time, not to exceed forty-five sixty (4560) days days, the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") SEC of any registration statement Demand Registration otherwise required to be prepared and filed by it the Company if, at the time it receives a Demand Registration request or at any time during the process of registration, prior to being declared effective by the SEC, the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company determinesCompany, in its reasonable good faith judgment, that such registration it would materially interfere with a business or financial transaction of substantial importance be seriously detrimental to the Company (other than an underwritten public offering of and its securities), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons stockholders for such postponement and an approximation Demand Registration to be effected at such time. The Company shall be entitled to postpone filing of the anticipated delay; a Demand Registration as provided in Section 4(a) below, provided, however, that the Company shall not be entitled to postpone filing a registration statement in response to a Demand Registration for the twelve (12) months following the expiration of such fortysixty-five day period; and provided further that should the Company postpone the filing of a Registration Statement pursuant to Section 4(a) hereof, the Company shall not be entitled to postpone effectiveness of such Registration Statement pursuant to this Section 2.2(a). In the event the effectiveness of any registration statement is postponed pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty twenty (3020) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated).
Appears in 1 contract
Samples: Registration Rights Agreement (Mobile Pet Systems Inc)
Limitations on Demand Registrations. (a) Each holder Notwithstanding the provisions of Section 2, the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred Company shall not be entitled required to take any action to effect a registration demanded pursuant to this Section 2.4:
(i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations.
(b) The Company shall be entitled to postpone for a reasonable period of time not to exceed forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of any registration statement otherwise required to be prepared and filed by it if, at the time it receives a Demand Registration request or at any time during the process of registration, prior to being declared effective by the SEC, the Board of Directors of after the Company determines, in its reasonable good faith judgment, that such registration would materially interfere has effected three (3) registrations pursuant to Section 2.4(a) with a business or financial transaction of substantial importance respect to the Company (other than an underwritten public offering of its securities), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed registrations requested by its Board of Directors involving the Company, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delayInvestors; provided, however, that any registration that does not include at least 90% of all Registrable Securities requested to be included therein shall not count against such limit and that any registration in which all Registrable Securities included therein (other than a shelf registration that does not contemplate an underwritten offering of Registrable Securities) are not sold in accordance with the plan of distribution described in such registration shall not count against such limit;
(ii) if such registration would become effective within 120 days following the effective date of any prior registration statement with respect to an underwritten public offering of the Company’s securities;
(iii) if, within 30 days of receipt of a written request from the Investors initiating registration pursuant to Section 2.4, the Company gives notice to the holders of Registrable Securities of the Company’s good faith intention to make a public offering of its securities within 90 days;
(iv) if the Company shall not be entitled furnish to postpone filing the Investors initiating registration pursuant to Section 2.4 a registration statement certificate signed by the Chairman of the Board of Directors stating that, in response to a Demand Registration for the twelve (12) months following good faith judgment of the expiration Board of Directors, such forty-five day period. In registration, if made or continued, would materially interfere with any material financing, acquisition, corporate reorganization, merger or other transaction involving the Company, in which event the effectiveness of any registration statement is postponed pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request Company shall have the right to withdraw such Demand Registration request by giving written notice to defer the Company within thirty (30) filing of a registration statement for a period of not more than 90 days after receipt of the notice of postponement (and, in the event of such withdrawal, the right request of the holders of Investors initiating registration pursuant to Section 2.4; provided that such right to delay a request shall not be exercised by the Registrable Securities Company more than once in any twelve month period; or
(v) if the anticipated aggregate offering price to the public in such Demand Registration shall be reinstated)registration would not exceed $10,000,000.
Appears in 1 contract
Samples: Investor Rights Agreement (AvidXchange Holdings, Inc.)
Limitations on Demand Registrations. (a) Each holder of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either Katy shall not be required to effect more than two Demand Registrations; provided, however, that, if Katy has already effected two Demand Registrations, Katy shall be required to effect one (1) Long-Form additional Demand Registration upon the request of the Holder Representative upon (A) the first to occur of Katy's giving of a notice of a Voluntary Change in Control with respect to Katy or one the Company or the 60th day prior to the occurrence of such Voluntary Change in Control, or (1B) Short-Form the occurrence of a Change in Control other than a Voluntary Change in Control with respect to Katy or the Company.
(ii) Notwithstanding any other provision of this Section 2.1, Katy shall not be obligated to effect any Demand Registration within (A) six months after the effective date of a previous Demand Registration, (B) within 90 days after the effective date of a registration statement filed in connection with a public offering by Katy of its Common Stock for cash on a firm underwriting basis, or within such longer period, not to exceed 180 days after such effective date, as shall be requested in good faith by the managing underwriter for such public offering or (C) within three months after the Holders shall have withdrawn a request for a Demand Registration in accordance connection with the withdrawal of an exercise of: (x) the Basic Put Right pursuant to Section 1.1(a1.2(e), (y) and the Control Put Right pursuant to Section 1.5(e) or (iiz) any number of Shelf Registrationsthe Piggyback Put Right pursuant to Section 1.7(e).
(biii) The Company If the Board of Directors of Katy, acting in good faith, determines that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand Registration would:
(A) materially and adversely interfere with any business combination transaction announced prior to the date the request for a Demand Registration is given, which transaction involves Katy and pursuant to which Katy would issue, in connection with such transaction, shares of Common Stock; or
(B) result in the premature disclosure of any pending financing, acquisition, corporate reorganization or any other corporate development involving Katy or any of its subsidiaries; then, in either such event, Katy promptly shall be entitled give the Holder Representative written notice of such determination. Katy thereupon shall have the right to postpone delay the filing or the effectiveness (but not the preparation) of the Registration Statement for the Demand Registration for a reasonable period of time not to exceed forty-five (45) time, but in no event more than 180 days after the declaration of effectiveness by date that the Securities and Exchange Commission (the "SEC") of any registration statement otherwise required to be prepared and filed by it if, at the time it receives request for a Demand Registration request or at any time during the process of registration, prior to being declared effective by the SEC, the Board of Directors of the Company determines, in its reasonable good faith judgment, was made; provided that such registration would materially interfere with a business or financial transaction of substantial importance to the Company (other than an underwritten public offering of its securities), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay; provided, however, that the Company shall not be entitled to postpone filing a registration statement in response to a Demand Registration for the twelve (12) months following the expiration of such forty-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt of the notice of postponement (and, in the event of such withdrawaldelay, the right of the holders of the Registrable Securities Holder Representative shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration, and responsibility for Registration Expenses incurred by the parties prior to such delay shall be reinstatedallocated in accordance with Section 2.1(e). Xxxx xxx not exercise this right to delay a Demand Registration more than once during any period of twelve consecutive months.
(iv) If any event described in Section 2.1(b)(ii) or (iii) shall occur during the two-year period ending January 8, 2009, then the Basic Put Exercise Period shall be extended to June 8, 2009.
Appears in 1 contract
Limitations on Demand Registrations. (a) Each holder The Holders of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either one (1) Long-Form two Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations.
(b) The Company shall be entitled to postpone for a reasonable period of time time, not to exceed forty-five sixty (4560) days days, the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") SEC of any registration statement Demand Registration otherwise required to be prepared and filed by it the Company if, at the time it receives a Demand Registration request or at any time during the process of registration, prior to being declared effective by the SEC, the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company determinesCompany, in its reasonable good faith judgment, that such registration it would materially interfere with a business or financial transaction of substantial importance be seriously detrimental to the Company (other than an underwritten public offering of and its securities), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons stockholders for such postponement and an approximation Demand Registration to be effected at such time. The Company shall be entitled to postpone filing of the anticipated delay; a Demand Registration as provided in Section 4(a) below, provided, however, that the Company shall not be entitled to postpone filing a registration statement in response to a Demand Registration for the twelve (12) months following the expiration of such fortysixty-five day period; and provided further that should the Company postpone the filing of a Registration Statement pursuant to Section 4(a) hereof, the Company shall not be entitled to postpone effectiveness of such Registration Statement pursuant to this Section 2.2(a). In the event the effectiveness of any registration statement is postponed pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty twenty (3020) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated).
Appears in 1 contract
Limitations on Demand Registrations. (a) Each holder of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations.
(b) The Company shall be entitled to postpone for may delay making a reasonable period filing of time a Registration Statement or taking action in connection therewith by not to exceed forty-five more than sixty (4560) consecutive days if the declaration of effectiveness Company provides a written certificate signed by the Securities and Exchange Commission (Chief Executive Officer of the "SEC") of any registration statement otherwise required Company to be prepared and filed by it ifthe Holders, at prior to the time it receives a Demand would otherwise have been required to file such Registration request Statement or at any time during the process of registrationtake such action pursuant to this Section 1.2, prior to being declared effective by the SEC, stating that the Board of Directors of the Company determines, has determined in its reasonable good faith judgment, that the filing of such registration Registration Statement would materially interfere with a business or financial transaction of substantial importance be seriously detrimental to the Company (other than an underwritten public offering of its securities)or would otherwise materially adversely affect a financing, including, without limitation, any such transaction involving a material acquisition, consolidationdisposition, merger or corporate reorganization then pending or proposed by its Board of Directors involving other material transaction (collectively, a "VALID BUSINESS REASON") and that it is therefore essential to defer the Company, and the Company promptly gives the holders filing of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delayRegistration Statement; provided, however, that such right to delay a Demand Request shall be exercised by the Company not more than once in any twelve (12) month period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists, and during such time, the Company may not file a Registration Statement (other than Registration Statements on Form S-4 or S-8) for securities to be issued and sold for its own account or for that of any other security holder other than the Holders.
(ii) The Company shall only be obligated to effect five (5) Demand Requests pursuant to this Section 1.2 and the Holders agree not to make a Demand Request until 150 days after the effective date of a Registration Statement relating to a Demand Request. Kimco Realty Services, Inc., its Affiliates, and its transferees and assigns shall have up to three (3) Demand Requests. Third Avenue Trust, on behalf of the Third Avenue Real Estate Fund Series, its Affiliates and its transferees and assigns shall have one (1) Demand Request. Cypress Merchant Banking Partners LP, Cypress Garden LTD., their respective Affiliates and their respective transferees and assigns shall collectively have one (1) Demand Request.
(iii) The Company shall not be entitled required to postpone filing a registration statement in response to comply with a Demand Registration Request unless such Demand Request is for the twelve registration of Registrable Securities that represent at least three percent (123%) months following the expiration of such forty-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt total number of shares of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated)Common Stock then outstanding on a Fully Diluted Basis.
Appears in 1 contract
Samples: Investors' Rights Agreement (Franks Nursery & Crafts Inc)
Limitations on Demand Registrations. (a) Each holder of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either one (1The Company will not be obligated to effect more than two Demand Registrations pursuant to Section 3.1(a) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and of this Agreement.
(ii) Any registration initiated by Holders as a Demand Registration pursuant to Section 3.1(a) hereof will not count as a Demand Registration for purposes of Section 3.1(b)(i) of this Agreement if (A) any number shares are included in such registration for the account of Shelf Registrationsthe Company and/or stockholders other than Holders, or (B) such registration does not become effective or at least 50% of all Registrable Securities held by Holders and requested by them to be included in such registration are not actually sold pursuant to such registration.
(biii) The Company shall will not be entitled obligated to postpone for a reasonable effect the Demand Registration of any Registrable Securities pursuant to Section 3.1(a) hereof during the period commencing on the date falling 90 days prior to the Company’s estimated date of time not to exceed forty-five (45) filing of, and ending on the date 180 days following the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of effective date of, any registration statement otherwise required pertaining to be prepared and filed by it if, at the time it receives a Demand Registration request or at any time during the process of registration, prior to being declared effective registration initiated by the SECCompany, for the Board of Directors account of the Company determines, in its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance to the Company and/or stockholders other than Holders (other than with respect to securities registered solely in connection with acquisitions, employee benefit plans and the like), if the written request of Holders for such Demand Registration pursuant to Section 3.1(a) hereof is received by the Company after the Company has given to all Holders a written notice stating that the Company is commencing an underwritten public offering of its securities), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed registration initiated by its Board of Directors involving the Company, and the Company promptly gives and provides reasonable evidence that it commenced activities directly related to such filing before receiving the holders written request of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delayHolders; provided, however, that the Company shall will use its best efforts in good faith to cause any such registration statement to be filed and to become effective as expeditiously as is reasonably possible.
(iv) The Company will not be entitled obligated to postpone filing a registration statement in response to a effect any Demand Registration of Registrable Securities for any 90-day period following receipt of any written request for registration if, in the twelve (12) months following good faith judgment of the expiration Board of such forty-five day period. In Directors, the event the effectiveness filing of any registration statement during such 90-day period would adversely affect a material proposed or pending acquisition, merger or similar corporate event to which the Company is postponed or expects to be party. The Company may rely on this Section 3.1(b)(iv) only one time during any 12-month period whether in connection with a registration pursuant to this paragraph, the holder Section 3.1(a) or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstatedSection 3.9(a).
Appears in 1 contract
Limitations on Demand Registrations. (a) Each holder of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations.
(b) The Company shall be entitled to postpone for may delay making a reasonable period filing of time a Registration Statement or taking action in connection therewith by not to exceed forty-five more than one hundred and twenty (45120) days if the declaration of effectiveness Company provides a written certificate signed by the Securities President and Exchange Commission (Chief Executive Officer of the "SEC") of any registration statement otherwise required Company to be prepared and filed by it ifthe Holders, at prior to the time it receives a Demand would otherwise have been required to file such Registration request Statement or at any time during the process of registrationtake such action pursuant to this Section 2, prior to being declared effective by the SEC, stating that the Board of Directors of the Company determines, has determined in its reasonable good faith judgment, that the filing of such registration Registration Statement would materially interfere with a business or financial transaction of substantial importance be seriously detrimental to the Company (other than an underwritten public offering of its securities)or would otherwise materially adversely affect a financing, including, without limitation, any such transaction involving a material acquisition, consolidationdisposition, merger or corporate reorganization then pending or proposed by its Board of Directors involving other material transaction (collectively, a "Valid Business Reason") and that it is therefore essential to defer the Company, and the Company promptly gives the holders filing of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delayRegistration Statement; provided, however, that such right to delay a Demand Request shall be exercised by the Company not more than twice in any twelve (12) month period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists, and during such time, the Company may not file a Registration Statement for securities to be issued and sold for its own account or for that of anyone other than the Holders. 4
(ii) The Company shall only be obligated to effect five (5) Demand Requests pursuant to this Section 2 and the Holders agree not to make a Demand Request until six (6) months after the effective date of a Registration Statement relating to a Demand Request.
(iii) The Company shall not be entitled required to postpone filing a registration statement in response to comply with a Demand Registration for Request unless the twelve reasonably anticipated aggregate gross proceeds to be raised (12before any underwriting discounts and commissions) months following the expiration of such forty-five day period. In the event the effectiveness of any registration statement is postponed pursuant would be equal to this paragraph, the holder or holders exceed 10% of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt aggregate principal amount of Notes originally issued or 10% of the notice aggregate number of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated)Warrants originally issued.
Appears in 1 contract
Limitations on Demand Registrations. The Corporation shall not be required to cause a Demand Registration to be effected or to take any other action pursuant to Section 2 of this Agreement:
(a) Each holder within a period of 180 days after the effective date of any registration statement of the Corporation (other than a "shelf" registration statement pursuant to Rule 415 under the 1933 Act or relating to any employee stock option or stock purchase or similar plan or relating to any dividend reinvestment plan) under the 1933 Act or the date of any receipt for a prospectus of the Corporation issued under the Canadian securities laws, in either case covering securities of or convertible into the same class as any Registrable Securities that owns at least 20,000 shares Shares, if prohibited by the underwriting or agency agreement relating to distribution of Series 2 Preferred shall be entitled Shares pursuant to the initial public offering of the Shares (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations.such longer period as required by such underwriting or agency agreement);
(b) The Company shall be entitled if the Corporation provides notice to postpone the Requesting Holder(s) within 30 days of the request for a reasonable period of time not to exceed forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of any registration statement otherwise required to be prepared and filed by it if, at the time it receives a Demand Registration request or at any time during that the process of registration, prior to being declared effective by the SEC, the Board of Directors of the Company determines, Corporation is actively engaged in its reasonable good faith judgment, that such registration would materially interfere with pursuing a business or financial transaction of substantial importance to the Company (other than an firmly underwritten public offering of its securities)Shares in which the Holders may include Registrable Shares pursuant to Section 9 or 10 of this Agreement;
(c) if the Corporation provides to the Requesting Holders a certificate signed by the Chief Executive Officer of the Corporation stating that, including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its in the good faith judgment of the Corporation's Board of Directors involving Directors, it would not be in the Company, and the Company promptly gives the holders best interests of the Registrable Securities written notice Corporation and its shareholders for a prospectus or registration statement (as applicable) to be filed at such time and it is therefore appropriate to defer the filing of such determinationprospectus or registration statement, containing a general statement of in which case the reasons Corporation may direct that such request for such postponement and an approximation of the anticipated delay; provided, however, that the Company shall not be entitled to postpone filing a registration statement in response to a Demand Registration be delayed for a period not in excess of 90 days, provided that such right to delay a request may be exercised by the Corporation no more than once in any twelve month period; or
(12d) months following prior to such time as the expiration of such forty-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraphShares have been accepted for trading by The Toronto Stock Exchange, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt of the notice of postponement (and, in the event of such withdrawalMontreal Exchange, the right of New York Stock Exchange or the holders of Nasdaq Stock Market Inc. for trading through either the Registrable Securities to such Demand Registration shall be reinstated)Nasdaq SmallCap Market or the Nasdaq National Market.
Appears in 1 contract
Samples: Registration Rights Agreement (Delano Technology Corp)
Limitations on Demand Registrations. (aThe Demand Registration rights granted to the Eligible Holders in Section 3(a) Each holder are subject to each of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to following limitations:
(i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations.
(b) The the Company shall not be entitled to postpone for a reasonable period of time not to exceed forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of any registration statement otherwise required to be prepared and filed by it if, at the time it receives cause a Demand Registration request or at any time during the process of registration, prior pursuant to being Section 3(a) to be declared effective by within a period of 365 days after the SEC, date the Board of Directors of the Company determines, in its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance to the Company (other than an underwritten public offering of its securities), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delayPlan is consummated; provided, however, that the Company shall be obligated to file the Shelf Registration pursuant to Section 3(g).
(ii) the Company shall not be entitled required to postpone filing a registration statement in response to cause a Demand Registration for pursuant to Section 3(a) to be declared effective within a period of 90 days after the twelve (12) months following the expiration of such forty-five day period. In the event the effectiveness effective date of any registration statement is postponed (other than the Shelf Registration or a registration statement on Form S-4 or Form S-8 or any successor form) of the Company under the Securities Act covering securities of the same class as any Registrable Securities; and
(iii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (a “Valid Business Reason”), the Company may postpone filing or effecting a registration statement relating to a Demand Registration, or withdraw the same, until such Valid Business Reason no longer exists, but in no event for more than 90 days after the date of postponement or withdrawal, as the case may be; provided, however, that the Company may not postpone or withdraw a filing under this clause (iii) more than once in any twelve-month period. Upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to this paragraphclause (iii) above, an Eligible Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Eligible Holder’s possession, of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall give any notice of postponement or withdrawal of a registration statement, the holder Company shall, at such time as the Valid Business Reason that caused such postponement or holders withdrawal no longer exists (but in no event later than 90 days after the date of the postponement), use its reasonable best efforts to effect promptly the registration under the Securities Act of the Registrable Securities making covered by the postponed or withdrawn registration statement in accordance with this Section 3 (unless a registration majority of the Initiating Holders delivering the Demand Registration request shall have the right to withdraw withdrawn such Demand Registration request by giving written notice to request, in which case the Company within thirty shall not be considered to have effected an effective registration for the purposes of this Agreement), and such registration shall not be further postponed or withdrawn pursuant to clause (30iii) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated)above.
Appears in 1 contract
Samples: Registration Rights Agreement (Horizon Natural Resources Co)
Limitations on Demand Registrations. (a) Each holder of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations.
(b) The Company shall be entitled to postpone for may delay making a reasonable period filing of time a Registration Statement or taking action in connection therewith by not to exceed forty-five more than one hundred and twenty (45120) days if the declaration of effectiveness Company provides a written certificate signed by the Securities President and Exchange Commission (Chief Executive Officer of the "SEC") of any registration statement otherwise required Company to be prepared and filed by it ifthe Holders, at prior to the time it receives a Demand would otherwise have been required to file such Registration request Statement or at any time during the process of registrationtake such action pursuant to this Section 2, prior to being declared effective by the SEC, stating that the Board of Directors of the Company determines, has determined in its reasonable good faith judgment, that the filing of such registration Registration Statement would materially interfere with a business or financial transaction of substantial importance be seriously detrimental to the Company (other than an underwritten public offering of its securities)or would otherwise materially adversely affect a financing, including, without limitation, any such transaction involving a material acquisition, consolidationdisposition, merger or corporate reorganization then pending or proposed by its Board of Directors involving other material transaction (collectively, a “Valid Business Reason”) and that it is therefore essential to defer the Company, and the Company promptly gives the holders filing of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delayRegistration Statement; provided, however, that such right to delay a Demand Request shall be exercised by the Company not more than twice in any twelve (12) month period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists, and during such time, the Company may not file a Registration Statement for securities to be issued and sold for its own account or for that of anyone other than the Holders.
(ii) The Company shall only be obligated to effect five (5) Demand Requests pursuant to this Section 2 and the Holders agree not to make a Demand Request until six (6) months after the effective date of a Registration Statement relating to a Demand Request.
(iii) The Company shall not be entitled required to postpone filing a registration statement in response to comply with a Demand Registration for Request unless the twelve reasonably anticipated aggregate gross proceeds to be raised (12before any underwriting discounts and commissions) months following the expiration of such forty-five day period. In the event the effectiveness of any registration statement is postponed pursuant would be equal to this paragraph, the holder or holders exceed 10% of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt aggregate principal amount of Notes originally issued or 10% of the notice aggregate number of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated)Warrants originally issued.
Appears in 1 contract
Limitations on Demand Registrations. The Company shall not be obligated to effect any registration pursuant to this Section 2(b):
(aA) Each holder within one hundred and eighty (180) days following the effective date of any underwritten public offering of the Company's securities;
(B) for a period of one hundred and eighty (180) days following the date of the Board resolution described in this clause (B), if the Company furnishes to the Initial Holders requesting the filing of a registration statement pursuant to this Section 2(b) a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has passed a resolution authorizing the Company to register any of its equity securities for its own account and the Company is in the process of effecting such registration (it being understood that the limitation described in this clause (B) shall not affect any Initial Holder's rights with respect to a registration effected pursuant to Section 2(c));
(C) in any particular jurisdiction in which the Company would be required as a result of such registration to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this clause (C), (y) subject itself to taxation or regulation of its insurance business in any such jurisdiction other than Bermuda or (z) consent to service of process in such jurisdiction;
(D) if, with respect to a registration requested by an Initiating Holder pursuant to Section 2(b)(i)(x) hereof, the Registrable Securities that owns requested by the Initiating Holder to be registered pursuant to such request do not have an anticipated aggregate public offering price (net of underwriting discounts and commissions) of (1) in the case of a request made after the fifth anniversary of the date of this Agreement and before a Qualified Public Offering, at least 20,000 shares US$150,000,000 and (2) in the case of Series 2 Preferred shall be entitled a request made after a Qualified Public Offering, at least US$25,000,000;
(E) if (x) with respect to (ia Long-Form Registration requested by an Initiating Holder pursuant to Section 2(b)(i)(x) either hereof, one (1) prior Long-Form Demand Registration or one has been effected pursuant to a request by any Initiating Holder pursuant to Section 2(b)(i)(x) hereof, (1y) with respect to a Short-Form Demand Registration in accordance with requested by an Initiating Holder pursuant to Section 1.1(a2(b)(i)(x) hereof, two (2) prior Short-Form Registrations have been effected pursuant to requests by any Initiating Holders pursuant to Section 2(b)(i)(x) hereof, and (iiz) any number of Shelf Registrations.
(bwith respect to a shelf registration requested by an Initial Holder pursuant to Section 2(b)(i)(y) The Company shall be entitled to postpone for a reasonable period of time not to exceed forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of any registration statement otherwise required to be prepared and filed by it if, at the time it receives a Demand Registration request or at any time during the process of registration, prior to being declared effective by the SEC, the Board of Directors of the Company determines, in its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance to the Company (other than an underwritten public offering of its securities), including, without limitationhereof, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay; provided, however, that the Company shall not be entitled to postpone filing a registration statement in response prior shelf registrations have been effected pursuant to a Demand Registration for the twelve (12) months following the expiration of request by such forty-five day period. In the event the effectiveness of any registration statement is postponed Initial Holder pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30Section 2(b)(i)(y) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated)hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Primus Guaranty LTD)
Limitations on Demand Registrations. (a) Each holder of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations.
(b) The Company shall be entitled obligated to postpone effect no more than four Demand Registrations in total and no more than two such registrations in any twelve-month period. For purposes of the preceding sentence, registration shall not be deemed to have been effected (A) unless a registration statement with respect thereto has become effective, (B) if after such registration statement has become effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Selling Holders and such interference is not thereafter eliminated, or (C) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived by reason of a failure on the part of the Company, unless caused by a Selling Holder. If the Company shall have complied with its obligations under this Section 2, a right to demand a registration pursuant to Section 2(a) shall be deemed to have been satisfied upon the earlier of (X) the date as of which all of the Registrable Securities included therein shall have been disposed of pursuant to a registration statement, (Y) the date when all of the Registrable Securities covered by the Registration Statement cease to be Registrable Securities and (Z) the date as of which such Demand Registration shall have been Continuously Effective for a reasonable period of time not to exceed forty-five less than one hundred eighty (45180) days ("MINIMUM EFFECTIVE PERIOD").
(ii) Notwithstanding the declaration foregoing, the Demand Registration rights granted to the Holders in Section 2(a) are subject to the following limitations: (A) each registration in respect of effectiveness a Demand Registration must include Registrable Securities having an aggregate market value of at least $5,000,000, which market value shall be determined by multiplying the number of Registrable Securities to be included in the Demand Registration by the proposed per share offering price (provided that (x) the limitation set forth in this clause (A) shall not be in effect at any time the Holders' Registrable Securities are not able to be sold under Rule 144 because of the Company's failure to comply with the information requirements thereunder, unless at such time, the Company's counsel delivers a written opinion of counsel, which shall be in a form reasonably satisfactory to such Holder's counsel, to such Holders to the effect that such Holder's Registrable Securities may be publicly offered and Exchange Commission sold without registration under the Act and (y) if the "SEC"Underwriters' Representative or Agent advises the Company in writing that, in its opinion, the amount of securities requested to be included in such offering exceeds the amount which can be sold in such offering without adversely affecting the marketability of the offering, the minimum aggregate market value of Registrable Securities to be included in such Demand Registration may be reduced to the extent required, but in no event may the aggregate market value of the Registrable Securities included therein be lower than $2,000,000); (B) the Company shall not be required to cause a registration pursuant to Section 2(a) to be declared effective within a period of one hundred twenty (120) days of the effective date of any registration statement otherwise of the Company effected in connection with a Demand Registration, provided the Company has not breached its obligations under Section 2(a); (C) the Demand Registration rights contained herein shall be subject to the terms and conditions of the registration rights and other terms and conditions contained in Section 7.3 of the Preferred Share Purchase Agreement, dated as of June 16, 1997, as amended, between the Company, formerly known as California Real Estate Investment Trust, and Veqtor Finance Company, LLC, and Section 6 of the Registration Rights Agreement, dated as of July 28, 1998, among the Company, Vornado Realty L.P., EOP Operating Limited Partnership, Mellon Bank N.A., as trustee for General Motors Hourly-Rate Employees Pension Trust and Mellon Bank N.A., as trustee for General Motors Salaried Employees Pension Trust (the "EXISTING REGISTRATION RIGHTS") and the Company shall not be required to cause a registration pursuant to Section 2(a) to be prepared and filed by it if, at the time it receives declared effective or to include any Registrable Securities in a Demand Registration request or hereunder to the extent not permitted by the Existing Registration Rights; (D) the Company shall not be required to file a registration statement at any time during the process of registration, prior to being October 11, 2004 nor have any registration statement declared effective by prior to November 11, 2004 if filed prior thereto unless Purchaser is permitted to sell, transfer or otherwise dispose of Registrable Securities prior to such time pursuant to Section 2.7 of the SEC, Securities Purchase Agreement; (E) the Board Company shall not be required to file a registration statement or to keep a registration statement effective and current and compliant with respect to applicable disclosure requirements and the Company shall be permitted to suspend the use of Directors any then effective registration statement if the Chief Executive Officer or the Chief Financial Officer of the Company determines, in its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance certifies to the Company (other than an underwritten public offering Holders in writing the existence of its securities)circumstances relating to a material pending development, including, without limitation, any such transaction involving but not limited to a pending or contemplated material acquisition, consolidation, acquisition or merger or corporate reorganization then pending other material transaction or proposed event, which would require additional disclosure by the Company in the registration statement of previously non-public material information which the Company in its Board of Directors involving the Company, good faith judgment has a bona fide business purpose for keeping confidential and the Company promptly gives nondisclosure of which in the holders of registration statement might cause the Registrable Securities written notice of such determination, containing a general registration statement of the reasons for such postponement and an approximation of the anticipated delayto fail to comply with applicable disclosure requirements; provided, however, that the Company may not delay the filing of a registration or documents necessary to keep an existing registration statement effective and current and compliant nor suspend the use thereof for such reason for more than ninety (90) days in the aggregate in any calendar year; and (F) the Company shall not be entitled required to postpone filing file a registration statement or to keep a registration statement effective and current and compliant and the Company shall be permitted to suspend the use of any then effective registration statement during the period starting with the date fifteen (15) days prior to the Company's good faith estimate, as certified in response writing by an executive officer of the Company to a Demand Registration the Holders, of the date of the proposed pricing of an underwritten public offering of equity securities of the Company for the twelve account of the Company whether covered by a prospectus under primary registration statement filed specifically for the proposed offering or a prospectus supplement under an effective primary shelf registration statement on file pursuant to Rule 415 under the Securities Act, and ending on the date ninety (1290) months days following the expiration consummation of such forty-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraphunderwritten public offering; provided, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt of the notice of postponement (andhowever, in the event case of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated).foregoing clauses
Appears in 1 contract
Limitations on Demand Registrations. The Holders will be entitled to initiate up to an aggregate of three (a3) Each holder Demand Registrations, and the Company will not be obligated to effect more than one Demand Registration in any six month period provided each such request provides for the registration of at least 20% of the Registrable Securities that owns then held by all of the Holders or is reasonably expected to result in aggregate gross proceeds of at least 20,000 shares of Series 2 Preferred shall be entitled $25 million. Upon filing a Registration Statement, the Company will use its reasonable best efforts to (i) either one (1) Long-Form keep such Registration Statement effective with the SEC at all times during the applicable Registration Period. No request for a Demand Registration will count for the purposes of the limitations in this Section 5 if (a) the Holders Representative determines in good faith to withdraw the proposed registration prior to the effectiveness of the Registration Statement relating to such request (or one (1) to terminate the underwritten offering prior to execution of the underwriting agreement or purchase agreement for any Demand Registration to be effected under any Short-Form Demand Registration in accordance with Section 1.1(aRegistration) and (ii) any number of Shelf Registrations.
(b) The Company shall be entitled due to postpone for a reasonable period of time not to exceed forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of any registration statement otherwise required to be prepared and filed by it if, at the time it receives a Demand Registration request marketing conditions or at any time during the process of registration, prior to being declared effective by the SEC, the Board of Directors of the Company determines, in its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance regulatory reasons relating to the Company (provided that this clause (a) shall cease to apply to any Holder that has previously withdrawn a proposed registration, or terminated an underwritten offering prior to execution of an underwriting agreement or purchase agreement for any Demand Registration to be effected under a Short-Form Registration), (b) the Registration Statement relating to such request is not declared effective within 60 days of the date such Registration Statement is first filed with the SEC (other than an underwritten public offering solely by reason of its securities), including, without limitation, the Holder having refused to proceed or provide any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, required information for inclusion therein) and the Company promptly gives Holder withdraws the holders Registration Request prior to such Registration Statement being declared effective, (c) prior to the sale of at least 90% of the Registrable Securities written notice of included in the applicable registration relating to such determinationrequest, containing a general statement such registration is adversely affected by any stop order, injunction or other order or requirement of the reasons SEC or other governmental agency or court for such postponement any reason and an approximation of the anticipated delay; provided, however, that the Company shall not be entitled fails to postpone filing a registration statement in response to a Demand Registration for the twelve (12) months following the expiration of have such forty-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraphstop order, the holder injunction or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice other order or requirement removed, withdrawn or resolved to the Company Holder’s reasonable satisfaction within thirty (30) days after receipt of the notice date of postponement such order, or (and, d) the conditions to closing specified in the event underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of such withdrawala material default or breach thereunder by the Holder). Notwithstanding the foregoing, the right Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 5 regardless of whether or not such request counts toward the holders of the Registrable Securities to such Demand limitation set forth above. No Piggyback Registration shall be reinstated)count for purposes of this limitation.
Appears in 1 contract
Samples: Registration Rights Agreement (Jefferies Group Inc /De/)
Limitations on Demand Registrations. (a) Each holder of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations.
(b) The Company shall be entitled to postpone for may delay making a reasonable period filing of time a Registration Statement or taking action in connection therewith by not to exceed forty-five more than one hundred and twenty (45120) days if the declaration of effectiveness Company provides a written certificate signed by the Securities President and Exchange Commission (Chief Executive Officer of the "SEC") of any registration statement otherwise required Company to be prepared and filed by it ifthe Holders, at prior to the time it receives a Demand would otherwise have been required to file such Registration request Statement or at any time during the process of registrationtake such action pursuant to this Section 2, prior to being declared effective by the SEC, stating that the Board of Directors of the Company determines, has determined in its reasonable good faith judgment, that the filing of such registration Registration Statement would materially interfere with a business or financial transaction of substantial importance be seriously detrimental to the Company (other than an underwritten public offering of its securities)or would otherwise materially adversely affect a financing, including, without limitation, any such transaction involving a material acquisition, consolidationdisposition, merger or corporate reorganization then pending or proposed by its Board of Directors involving other material transaction (collectively, a “Valid Business Reason”) and that it is therefore essential to defer the Company, and the Company promptly gives the holders filing of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delayRegistration Statement; provided, however, that such right to delay a Demand Request shall be exercised by the Company not more than twice in any twelve (12) month period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists, and during such time, the Company may not file a Registration Statement for securities to be issued and sold for its own account or for that of anyone other than the Holders.
(ii) The Company shall only be obligated to effect two (2) Demand Requests pursuant to this Section 2 and the Holders agree not to make a Demand Request until six (6) months after the effective date of a Registration Statement relating to a Demand Request.
(iii) The Company shall not be entitled required to postpone filing a registration statement in response to comply with a Demand Registration for Request unless the twelve (12) months following aggregate number of shares of Common Stock included in the expiration registration is at least 25% of such forty-five day period. In the event the effectiveness total number of any registration statement is postponed shares initially issued pursuant to this paragraph, the holder Merger Agreement or holders of the Registrable Securities making a registration request shall have the right reasonably anticipated aggregate gross proceeds to withdraw such Demand Registration request by giving written notice be raised (before any underwriting discounts and commissions) would be equal to the Company within thirty (30) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated)or exceed $2.0 million.
Appears in 1 contract
Limitations on Demand Registrations. (a) Each holder of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations.
(b) The Company shall not be entitled required to postpone for a reasonable period register in any one Demand Registration an amount of time not to exceed forty-Registration Shares (as such term is defined herein) that is less than five percent (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC"5%) of any registration statement otherwise required to be prepared the issued and filed by outstanding Common Shares.
(ii) A Demand Registration will not count as such until it if, at the time it receives has become effective (a Demand Registration request or at any time during will, however, count as such if, after the process filing of registration, prior to being declared effective by the SECa registration statement, the Board failure of Directors such registration statement to become effective is due to the actions of the Company determinesInvestors or if, in its reasonable good faith judgmentonce effective, that such the effectiveness of a registration would materially interfere with a business or financial transaction statement is withdrawn because of substantial importance to the Company (other than an underwritten public offering of its securitiesInvestor's actions), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay; provided, howeverthat in any event, that the Company shall not be entitled to postpone filing a will pay all Registration Expenses in connection with any registration statement in response to initiated as a Demand Registration for whether or not it has become effective.
(iii) The right of SWIB to request any Demand Registration provided in Section 1(b) shall terminate at such time as SWIB's beneficial ownership of Common Shares (taking into account only the twelve Common Shares that SWIB beneficially owns as of the date hereof and continues to own at such time) constitutes less than five percent (125%) months following of the expiration then issued and outstanding Common Shares. The right of MIVC to participate in any Demand Registration provided in Section 1(b) shall terminate at such time as MIVC's beneficial ownership of Common Shares (taking into account only the Common Shares that MIVC beneficially owns as of the date hereof and continues to own at such time) constitutes less than five percent (5%) of the then issued and outstanding Common Shares.
(iv) A Demand Registration that is an underwritten offering, even if it has become effective, will not count as such if the principal closing of such forty-five day period. In offering does not occur due to factors beyond the event the effectiveness of any registration statement is postponed pursuant to this paragraph, the holder or holders control of the Registrable Securities making a registration request shall have Investors. A Demand Registration that is not an underwritten offering, even if it has become effective, will not count as such if the right Investors are unable to withdraw sell at least eighty percent (80%) of the Common Shares included as the Investor's portion of the Shareholder Common Shares registered in such Demand Registration due to factors beyond the control of the Investors.
(v) The Investors shall not request a Demand Registration until a period of six (6) months has elapsed following the sale of any Common Shares by giving written notice an Investor pursuant to the Company within thirty (30) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such IPO or a prior Demand Registration shall be reinstated)or Piggyback Registration.
Appears in 1 contract
Limitations on Demand Registrations. (ai) Each holder Holding shall not be obligated to effect more than three (3) Demand Registrations pursuant to Section 6.2(a) of this Agreement.
(ii) Holding shall not be obligated to effect any Demand Registration of any Registrable Securities pursuant to Section 6.2(a) hereof before the earlier to occur of (A) June 7, 2002, and (B) six months following the consummation of Holding's initial public offering of shares of Common Stock registered in an effective registration statement under the Securities Act.
(iii) Any registration initiated as a Demand Registration pursuant to Section 6.2(a) hereof shall not count as a Demand Registration for purposes of the limitation set forth in Section 6.2(b)(i) of this Agreement unless such registration has become effective and at least 75% of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall the Demanding Holders requested to be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration included in accordance with Section 1.1(a) and (ii) any number of Shelf Registrationssuch registration have actually been sold.
(biv) The Company Holding shall not be entitled obligated to postpone for a reasonable effect any Demand Registration during the period commencing on the date falling 90 days prior to Holding's estimated date of time not to exceed forty-five (45) filing of, and ending on the date 180 days following the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of effective date of, any registration statement otherwise required pertaining to be prepared and filed any registration initiated by it ifHolding, at for the time it receives a Demand Registration request or at any time during the process account of registration, prior to being declared effective by the SEC, the Board of Directors of the Company determines, in its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance to the Company Holding and/or stockholders other than Holders (other than an underwritten public offering of its securities)with respect to securities registered solely in connection with acquisitions, including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Companyemployee benefit plans, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delaylike); provided, however, that the Company Holding shall use its best efforts in good faith to cause any such registration statement to be filed and to become effective as expeditiously as shall be reasonably possible.
(v) Holding shall not be entitled obligated to postpone filing a registration statement in response to a effect any Demand Registration for the twelve (12) months any 120-day period following the expiration of such forty-five day period. In the event the effectiveness receipt of any registration statement is postponed pursuant to this paragraphwritten request for registration, if in the holder or holders good faith judgment of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt Board of Directors of Holding, or of the notice managing underwriter of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated).such
Appears in 1 contract
Limitations on Demand Registrations. (a) Each holder of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations.
(bA) The Company shall be entitled to postpone for a reasonable period of time not to exceed forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of any registration statement otherwise required to effect an unlimited number of Demand Registrations; provided, however, the maximum number of Demand Registrations that the Company shall be prepared and filed by it ifrequired to effect during any period(s) when the Company is not then eligible to utilize Form S-3, at or any successor form, to register the time it receives a Demand Registration request or at any time during the process of registration, prior Registrable Securities shall be limited to being declared effective by the SEC, two;
(B) If the Board of Directors of the Company determinesCompany, acting in its reasonable good faith judgmentfaith, determines that such the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand Registration would (A) materially and adversely interfere with a any previously announced business or financial combination transaction of substantial importance to the Company (other than an underwritten public offering of its securities), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, and or (B) result in the premature disclosure of any material pending financing, acquisition, corporate reorganization or any other corporate development or other events involving the Company or any of its subsidiaries that the Company has a bona fide business purpose for preserving as confidential; then, in either such event, the Company shall promptly gives give the holders of the Registrable Securities Holders written notice of such determination, containing a general statement . The Company shall thereupon have the right to delay the filing or the effectiveness (but not the preparation) of the reasons Registration Statement for such postponement and an approximation the Demand Registration for a reasonable period of time, but in no event more than 90 days after the anticipated delaydate that the request for a Demand Registration was made; provided, however, that the Company shall not be entitled to postpone filing a registration statement in response register any securities for its own account or that of any other stockholder during such ninety (90) day period, other than pursuant to a Demand Registration for the twelve (12) months following the expiration of such forty-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt of the notice of postponement (and, Statement on Form S-8; and provided further that in the event of such withdrawaldelay, the right Holders of the holders a majority of the Registrable Securities to be included in such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration, and responsibility for Registration Expenses incurred by the parties prior to such delay shall be reinstatedallocated in accordance with Section 2(e). The Company may not exercise this right to delay a Demand Registration more than once during any period of twelve consecutive months.
Appears in 1 contract
Samples: Debenture and Stock Purchase Agreement (Bakers Footwear Group Inc)
Limitations on Demand Registrations. (a) Each holder Only two Demands may be exercised during the term of this Agreement. Notwithstanding anything to the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred contrary in this Section 3.1, the Company shall not be entitled obligated to file a Registration Statement pursuant to this Section 3.1 (i) either one during the 180 day period commencing with the effective date of any other registration statement filed by the Company under the Securities Act relating to the public offering of its Common Stock (1other than on Forms S-4 or Form S-8 or any successors thereto) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) if the Company delivers to all holders of Registrable Securities, within 30 days of receipt of notice of a Demand, notice of the Company's intent to file such a registration statement within 180 days. In addition, the Company may delay the filing of any number of Shelf Registrations.
(b) The Company shall be entitled Registration Statement pursuant to postpone this Section 3.1 one time during any twelve month period, for a reasonable period of time not if, in the good faith judgment of the Company's Board of Directors, the Company would be required to exceed forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of any include in such registration statement otherwise required to material information which at that time could not be prepared and filed by it ifpublicly disclosed without materially interfering with any financing, at the time it receives a Demand Registration request or at any time during the process of registration, prior to being declared effective by the SEC, the Board of Directors of the Company determines, in its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance to the Company (other than an underwritten public offering of its securities), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization or other material development or transaction then pending or proposed by its Board of Directors involving the Company, in progress and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delaywithout other material adverse consequences; provided, however, that the Company shall not be entitled make such filing no later than the earlier (A) the date on which the conditions that permitted it to postpone delay such filing a registration statement in response to a Demand Registration for no longer pertain and (B) the twelve (12) months following period ending 90 days after receipt of the expiration of such forty-five day periodDemand. In the event the effectiveness of any registration statement is postponed pursuant to this paragraphsuch delay, the holder or holders of the Registrable Securities making a registration request any Selling Holder shall have the right to withdraw such Demand Registration his, hers, or its request by giving written notice for registration prior to the Company within thirty (30) days after receipt end of such delay, and any such withdrawn request that would otherwise have been considered a Demand shall not be considered for purposes of the notice determining the maximum number of postponement (and, Demands provided for in the event first sentence of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstatedthis Section 3.1(e).
Appears in 1 contract
Samples: Registration Rights Agreement (Daleen Technologies Inc)
