Long-Form Registration Sample Clauses

Long-Form Registration. At any time after the Initial Public Offering, any Principal Stockholder or, to the extent any such rights have been assigned to any Partial Rights Transferee pursuant to Section 10(c), its applicable Partial Rights Transferee (in such capacity, a “Requesting Holder”) may request registration under the Securities Act of all or any portion of the Registrable Shares beneficially owned by such Requesting Holder on Form S-1 (or any successor form) or similar long-form registration statement (a “Long-Form Registration”); provided that (A) subject to Section 10, no Requesting Holder may request more than a total of four Long-Form Registrations and (B) such Requesting Holder shall only be entitled to demand such Long-Form Registration if the aggregate offering price of the Registrable Shares to be sold in such offering (including piggyback shares and before deduction of underwriting discounts) is reasonably expected to exceed, in the aggregate, the lower of (1) $75 million and (2) if the aggregate market value of all Registrable Shares held by the Requesting Holder (or its Ultimate Parent Entity or its Controlled Affiliates) is less than $75 million but not less than $50 million, the aggregate market value of all such Registrable Shares held by such Requesting Holder (or its Ultimate Parent Entity or its Controlled Affiliates). Any Requesting Holder may request that an offering conducted under a Long-Form Registration be an underwritten offering.

Long-Form Registration. The holders of Registrable Securities will be entitled to request one Long-Form Registration in which the Company will pay all Registration Expenses; provided that the aggregate offering value of the Registrable Securities requested to be registered in the Long-Form Registration must equal at least $1,000,000 and each Long-Form Registration shall be underwritten on a best efforts basis. A registration will not count as a Long-Form Registration until it has become effective unless discontinued at the request of the holders of the Registrable Securities included therein.

Long-Form Registration. Subject to any applicable underwriter lock-ups, any Holder may make a written request to the Company for a Long-Form Registration of Registrable Securities held by such Holder (i) on or at any time after the 180th day after the IPO Date and prior to the first anniversary of the IPO Date and (ii) if there is no then-currently effective Shelf Registration Statement on file with the SEC, on or at any time after the first anniversary of the IPO Date. Each Demand Notice for a Long-Form Registration shall specify the kind and aggregate amount of Registrable Securities to be registered and the intended methods of disposition thereof. Promptly after its receipt of a Demand Notice for a Long-Form Registration (but in any event within 10 days), the Company will give written notice of such request to all other Holders and, if the Demand Notice is given within 12 months after the IPO Date, to the Hedge Fund Parties. Within 30 days after the date the Company has given the Holders (and, if applicable, the Hedge Fund Parties) notice of the Demand Notice (unless the Registration Statement relating to such Demand Notice would be required to include audited financial statements of the Company that are not currently available, in which case, promptly after such audited financial statements are prepared and ready to be filed with the SEC), the Company shall register, in accordance with this Agreement, all Registrable Securities that have been requested to be registered in the Demand Notice and that have been requested by any other Holders or Hedge Fund Parties by written notice to the Company; provided, that (i) the Company will not be required to effect a Long-Form Registration unless the aggregate Value as of the date of the applicable Demand Notice of the Registrable Securities to be registered at the request of all Holders in connection with the Demand Notice is at least $250 million (including, for this purpose, any held by Hedge Fund Parties that are to be included in the registration), and (ii) the Company will not be required to register any Registrable Securities owned by Hedge Fund Parties if the Long-Form Registration will not become effective until after the date that is 12 months following the IPO Date. The Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 2.2.

Long-Form Registration. (a) Subject to the terms of this Agreement and the Stockholders Agreement, a Stockholder shall be entitled to request registration under the Securities Act of the resale of all or part of the Stockholder’s Registrable Securities on Form S-1 or any similar long-form registration statement (a “Long-Form Demand Registration Statement”); provided, however, that with respect to any request under this Section 2.1(a): (i) the Company shall not otherwise be eligible at the time of the request to file a registration statement on Form S-3 or any similar short form registration statement for the resale of Registrable Securities by the Stockholder; and (ii) the Stockholder shall, at the anticipated time of effectiveness of such registration statement, be permitted under the Stockholders Agreement to sell the Common Stock to be registered pursuant to the applicable registration statement. (b) Upon receipt of any written request pursuant to this Section 2.1, the Company will use its reasonable best efforts to effect the registration under the Securities Act. A registration requested pursuant to this Section 2.1 is referred to herein as a “Long-Form Demand Registration.”

Long-Form Registration. An Initiating Holder shall have the right, at any time after a Qualified IPO, to require VPSI to file one Long-Form Registration Statement with the Commission covering the Registrable Stock. An Initiating Holder shall deliver such demand for registration in writing to VPSI, stating the form of registration statement under the Securities Act to be used, the number of shares of Registrable Stock to be disposed of, and the intended method of disposition of such shares.

Long-Form Registration. (a) If at any time (i) prior to the termination of this Agreement under Section 13 the Company becomes ineligible to file or maintain the Shelf Registration Statement, or the Shelf Registration Statement for any other reason ceases to be effective, Infineon may request the Company, in writing, to effect the registration of Registrable Shares owned by Infineon on a Long Form (which can at the Company's discretion be made on a Short Form if available). (b) Thereupon, the Company shall, as expeditiously as reasonably possible, use its reasonable best efforts to effect the registration of all Registrable Shares which the Company has been requested to so register on a Long Form, provided, however, that the Company shall not be required to effect any registration of Registrable Shares unless Registrable Shares are proposed to be offered at an aggregate proposed offering price net of underwriting commissions of at least $25,000,000 (based on the then current public market price, if any). (c) If requested by Infineon, the method of disposition of all Registrable Shares included in such registration shall be an underwritten offering effected in accordance with Section 5.

Long-Form Registration. (a) At any time within the three (3) year period following the expiration of a Lock-up Period, the Stockholder shall be entitled to request registration under the Securities Act of the resale of all or part of the Stockholder’s Registrable Securities that are no longer subject to the lock-up restrictions under Section 10.1 of the Share Purchase Agreement with respect to such Lock-Up Period on Form S-1 or any similar long-form registration statement (a “Long-Form Demand Registration Statement”); provided, however, that with respect to any request under this Section 2.1(a): (i) the Company shall not otherwise be eligible at the time of the request to file a registration statement on Form S-3 or any similar short form registration statement for the resale of Registrable Securities, and (ii) such request shall cover at least $10,000,000 worth of the then current value of shares of Common Stock. (b) Upon receipt of any written request pursuant to this Section 2.1, the Company will use its reasonable best efforts to effect the registration under the Securities Act. A registration requested pursuant to this Section 2.1 is referred to herein as a “Long-Form Demand Registration.”

Long-Form Registration. At any time after the Demand Date, Holders holding a 10% or more of the Registrable Securities then held by the Holders (determined as if all of the OP Units held by any Holder have been exchanged for Registrable Securities) may request registration under the Securities Act of their Registrable Securities on Form S-11 or any similar long-form registration statement (each such registration, a "Long‑Form Registration"); provided that the aggregate value of all Registrable Securities and any other securities to be sold is at least equal to $5 million. Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered by such Holders. Upon receipt of any such request, the A-1 Series shall promptly (but in no event later than 5 days following receipt thereof) deliver notice of such request to all other Holders holding Registrable Securities who shall then have 30 days from the date that such notice is given to notify the A-1 Series in writing of their desire to include any of their Registrable Securities in such registration. The Company shall, as expeditiously as possible, cause a Registration Statement on Form S-11 (or any similar long-form registration statement) to be prepared and filed within 45 days after the date on which the initial request is made by the Holders holding 10% or more of the Registrable Securities in accordance with this Section 2(a), and, subject to Section 4(b), shall use its reasonable best efforts to cause such Registration Statement to be declared and kept effective by the Commission as soon as practicable thereafter.

Long-Form Registration. Koor shall be entitled to request two Long-Form Registrations in which the Company shall pay all registration expenses. For the avoidance of doubt, Koor shall bear any and all broker’s commission or underwriter’s discount relating to all Long- Form Registrations and fees and expenses of its own counsel. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective. A registration shall not count as one of the permitted Long-Form Registrations unless Koor is able to register and sell at least 90% of the Koor Securities requested to be included in such registration; provided that in any event the Company shall pay all registration expenses in connection with any registration initiated as a Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Long-Form Registrations, unless a request for registration is withdrawn by Koor, in which case payment of expenses will be made pursuant to Section 1.12. All Long-Form Registrations shall be underwritten registrations unless otherwise approved by Koor. Notwithstanding the foregoing, if a Long-Form Registration is withdrawn by Koor prior to the time it has become effective for reasons other than the disclosure of information concerning the Listing Vehicle that is materially adverse to the Listing Vehicle or the trading price of the Koor Securities, such Long-Form Registration shall count as one of the permitted Long-Form Registrations hereunder unless Koor reimburse the Company for all of the registration expenses incurred by the Company prior to such withdrawal.