Piggy Back Registration. Whenever the Company proposes to file with the Securities and Exchange Commission (the "Commission"), a registration statement under the Securities Act for the registration of its securities (other than a registration statement (x) relating solely to employee benefit plans or (y) on any registration form including, without limitation, Form S-4, which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Option Shares), it shall, at least sixty (60) days prior to such filing, give notice of such proposed filing to the Optionee at the address set forth herein and shall offer to include in such registration statement the Option Shares which are then subject to exercisable Options on the proposed date of filing of such registration statement. Upon receipt by the Company, not less than thirty (30) days prior to the proposed filing date, of a request for inclusion of any such shares, the Company shall include such shares in such registration statement on the terms and conditions set forth herein, subject to any underwriter's cutback or lock-up. If the underwriter of the Company's proposed offering with respect to which the Optionee has made a request pursuant to this Section 14(a) advises the Company, in the underwriter's reasonable judgment, that such inclusion is likely to adversely affect the market for the securities being registered for sale by the Company, the Company may refuse to include any of the Optionee's Shares in the registration statement filed with respect to such offering. If, at any time after giving such written notice of the Company's intention to register any of the Option Shares and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to file the registration statement wherein the Option Shares would be registered or to delay the registration, at its sole election, the Company may give written notice of such determination to the Optionee and thereupon shall be relieved of its obligation to register any Option Shares issued or issuable in connection with such registration; and in the case of a determination to delay a registration, the Company shall thereupon be permitted to delay registering any Option Shares for the same period as the delay in respect of securities being registered for the Corporation's own account or the account of others. The Company may, in its sole discretion and without the consent of the Optionee, withdraw such registration statement and abandon the proposed offering in which the Optionee had requested to participate. The Company shall not be required to include any of the Option Shares in the registration statement relating to an underwritten offering of the Company's securities unless the Optionee accepts the terms of the underwriting as agreed upon between the Company and the underwriters
Appears in 1 contract
Piggy Back Registration. Whenever (a) If the Company Company, at any time, proposes to file with the Securities and Exchange Commission register any of its equity securities (the "Commission"), a registration statement or securities convertible into equity securities) under the Securities 1933 Act for the registration of its securities (other than by registration on a registration statement (x) relating solely to employee benefit plans Form S-4 or (y) Form S-8 or any successor or similar form then in effect), whether or not for sale for its own account, on any registration a form including, without limitation, Form S-4, which does not permit secondary sales or does not include substantially the same information as would be required to be included and in a manner which would permit registration statement covering of Registrable Securities for sale, each such time it shall give prompt written notice to all Stockholders owning Registrable Securities of its intention to do so, describing such securities and specifying the sale of form and manner and the Option Shares), it shall, at least sixty (60) days prior to such filing, give notice of other relevant facts involved in such proposed filing to registration, and upon the Optionee at the address set forth herein and shall offer to include in such registration statement the Option Shares which are then subject to exercisable Options on the proposed date of filing of such registration statement. Upon receipt by the Company, not less than thirty (30) days prior to the proposed filing date, of a written request for inclusion of any such sharesStockholder delivered to the Company within 30 days after the giving of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Stockholder and the intended method of disposition thereof), the Company shall include use its reasonable best efforts to effect the registration under the 1933 Act of all Registrable Securities which the Company has been so requested to register by such shares Stockholders, to the extent required to permit the disposition (in such registration statement on accordance with the terms and conditions set forth herein, subject to any underwriter's cutback or lock-up. If the underwriter intended methods thereof as aforesaid) of the Company's proposed offering with respect Registrable Securities so to which the Optionee has made a request pursuant to this Section 14(abe registered, provided that:
(i) advises the Company, in the underwriter's reasonable judgment, that such inclusion is likely to adversely affect the market for the securities being registered for sale by the Company, the Company may refuse to include any of the Optionee's Shares in the registration statement filed with respect to such offering. Ifif, at any time after giving such written notice of the Company's its intention to register any of the Option Shares its securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to file register or delay the registration statement wherein of such securities, the Option Shares would be registered or to delay the registrationCompany may, at its sole election, the Company may give written notice of such determination to each Stockholder owning Registrable Securities and thereupon, (A) in the Optionee and thereupon case of a determination not to register, shall be relieved of its obligation to register any Option Shares issued or issuable Registrable Securities in connection with such registration; , and (B) in the case of a determination to delay a registrationregistering, the Company shall thereupon be permitted to delay registering any Option Shares Registrable Securities for the same period as the delay in respect registering such other securities.
(ii) if (A) the registration so proposed by the Company involves an underwritten offering of the securities so being registered registered, whether or not for the Corporation's own account or sale for the account of others. The Company maythe Company, to be distributed (on a firm commitment basis) by or through one or more underwriters under underwriting terms appropriate for such a transaction and (B) the managing underwriter of such underwritten offering shall advise the Company, and/or the party on whose behalf the securities are being registered, that, in its sole discretion opinion, the distribution of all or a specified portion of such Registrable Securities concurrently with the securities being distributed by such underwriters will adversely affect the distribution of such securities by such underwriters, then the Company shall promptly furnish each such holder of Registrable Securities with a copy of such opinion and may deny, by written notice to each such Stockholder accompanying such opinion, the registration of all or a specified portion of such Registrable Securities (in case of a denial as to a portion of such Registrable Securities, such portion to be allocated among such Stockholders and the Retaining Stockholders in proportion to the respective number of Shares requested to be included therein by such Stockholder); and
(iii) each Stockholder requesting registration of Registrable Securities pursuant to this Section 3.01 shall be permitted to withdraw all or part of such Stockholder's Registrable Securities at any time prior to the effective date of such registration; provided that in the event of a withdrawal from a registration, any fees and disbursements incurred by Stockholders requesting withdrawal in connection with such registration shall be paid by such Stockholders.
(iv) the Company shall not be obligated to effect any registration of Registrable Securities under this Section 3.01, (A) in connection with any merger, acquisition, exchange offer, recapitalization, or consolidation of the Company or any of its Subsidiaries or the adoption or implementation of any dividend reinvestment plan, stock option or other employee benefit plan or (B) in connection with an Initial Public Offering unless the Company permits any Stockholder to participate in such Initial Public Offering, in which case, then all other Stockholders shall be allowed to participate in such offering, and the Company shall be obligated to give prompt written notice to all Stockholders owning Registrable Securities of their right to do so.
(v) the New Stockholders will, if requested by the underwriters for an underwritten public offering of equity securities of the Company, agree not to sell or transfer any equity securities of the Company (other than equity securities, if any, included in such offering), without the consent of the Optioneeunderwriters, withdraw such registration statement and abandon the proposed offering in which the Optionee had requested to participate. The Company shall for a period of not be required to include any more than 180 days following effectiveness of the Option Shares in the registration statement relating to an underwritten offering such public offering
(b) In connection with the preparation and filing of each registration statement under the 1933 Act pursuant to which Registrable Securities will be registered, the Company will give (i) each holder of Registrable Securities, who beneficially owns in excess of 5% of the Company's securities unless shares of Common Stock then outstanding, to be registered under such registration statement, (ii) their underwriters, if any, and (iii) their respective counsel and accountants such reasonable access to its books and records and such opportunities to discuss the Optionee accepts the terms business of the underwriting Company with its officers and the independent public accountants who have certified its financial statements as agreed upon between shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the 1933 Act.
(c) Subject to Section 3.01(a)(iii), the Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested to be registered pursuant to this Section 3.01 (including Registration Expenses incurred in connection with registration efforts which are terminated in accordance with Section 3.01(a)(1) hereof). All other costs and expenses shall be borne by the underwritersparty bearing such costs or expenses.
Appears in 1 contract
Samples: Stockholders' Agreement (Zilog Inc)
Piggy Back Registration. Whenever (a) If, at any time after February 15, 1998 and prior to the date on which the Company files the registration statement required under Section 6, the Company proposes to file with the Securities and Exchange Commission (the "Commission"), a registration statement under with respect to an offering of Ten Million Dollars ($10,000,000) or more of Common Stock, the Securities Act for the registration of its securities (other than a registration statement (x) relating solely to employee benefit plans or (y) on any registration form includingCompany will, without limitation, Form S-4, which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Option Shares), it shall, at least sixty (60) days prior to such filing, give written notice to the Consultant of its intention to do so. Upon the written request of the Consultant given within 10 days after the Company provides such notice (which request shall state the intended method of disposition of such proposed filing to the Optionee at the address set forth herein and shall offer to include in such registration statement the Option Shares which are then subject to exercisable Options on the proposed date of filing of such registration statement. Upon receipt by the Company, not less than thirty (30) days prior to the proposed filing date, of a request for inclusion of any such sharesShares), the Company shall include such shares in such registration statement on the terms and conditions set forth herein, subject use its best efforts to any underwriter's cutback or lock-up. If the underwriter of the Company's proposed offering with respect to cause all Shares which the Optionee Company has made a request been requested by the Consultant to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the Consultant's request; provided, however, that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 14(a7 without any obligation to the Consultant whatsoever.
(b) advises the Company, in the underwriter's reasonable judgment, that such inclusion is likely to adversely affect the market for the securities being registered for sale by the CompanyIn connection with any registration under this Section 7 involving an underwritten offering, the Company may refuse to include any of the Optionee's Shares in the registration statement filed with respect to such offering. If, at any time after giving such written notice of the Company's intention to register any of the Option Shares and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to file the registration statement wherein the Option Shares would be registered or to delay the registration, at its sole election, the Company may give written notice of such determination to the Optionee and thereupon shall be relieved of its obligation to register any Option Shares issued or issuable in connection with such registration; and in the case of a determination to delay a registration, the Company shall thereupon be permitted to delay registering any Option Shares for the same period as the delay in respect of securities being registered for the Corporation's own account or the account of others. The Company may, in its sole discretion and without the consent of the Optionee, withdraw such registration statement and abandon the proposed offering in which the Optionee had requested to participate. The Company shall not be required to include any of the Option Shares in the such registration statement relating to an underwritten offering of the Company's securities unless the Optionee Consultant accepts the terms of the underwriting as agreed upon between the Company and the underwritersunderwriters selected by it. If, in the opinion of the Company's underwriter, it is appropriate because of marketing factors to limit the number of Shares to be included in the offering, then the Company shall be required to include in the registration only that number of Shares, if any, which the underwriter believes should be included therein, and shall be entitled to include before such Shares up to the number of shares of Common Stock to be issued by the Company in the offering. If the number of Shares to be included in the offering in accordance with the foregoing is less than the total number of Shares which the Consultant has requested to be included, then the Consultant and the other holders of securities entitled to be included in such registration shall participate in the registration pro rata based upon their total ownership of shares of unregistered Common Stock.
(c) The Company will pay all registration expenses relating to all registrations under this Section 7. For purposes of this Section 7, the term "registration expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and expenses of counsel for the Company and the reasonable fees and expenses of any counsel selected by the Consultant and the other owners of the Company's securities participating in such registration to represent such parties, state blue sky fees and expenses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts, selling commissions and the fees and expenses of the Consultant's separate counsel (other than the counsel selected to represent the Consultant and the other owners of the Company's securities participating in such registration).
Appears in 1 contract
Samples: Consulting Agreement (Applied Voice Recognition Inc /De/)
Piggy Back Registration. Whenever (a) If the Company proposes shall at any time propose to file with the Securities and Exchange Commission (the "Commission"), a registration statement under the Securities Act or a listing application or other qualification documents in respect of any non-U.S. offering for an offering of securities of the registration of its securities Company for cash (other than an offering relating to (i) a registration statement business combination or (xii) relating solely to an employee benefit plans or (y) on any registration form including, without limitation, Form S-4, which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Option Sharesplan), it shall, at least sixty (60) days prior to such filing, give the Company shall provide prompt written notice of such proposed filing to the Optionee at the address set forth herein and shall offer to include proposal, in such registration statement the Option Shares which are then subject to exercisable Options on the proposed date of filing of such registration statement. Upon receipt by the Companyany event, not less than thirty 30 days before the anticipated filing date (30) days prior or such earlier date as any applicable law, statute, rule or regulation may require in order to the proposed filing dateenable any Philips Person to elect to exercise its rights under this Section 3), to all Philips Persons of a request for inclusion its intention to do so and of any such shares, the Philips Persons' rights under this Section 3. The Company shall use its best efforts to include such shares number of Registrable Securities in such registration statement on the terms and conditions set forth hereinstatement, subject to any underwriter's cutback listing particulars or lock-up. If the underwriter of the Company's proposed offering with respect to other qualification document which the Optionee Company has been requested to register, list or qualify by any Philips Persons (a "PIGGY-BACK REGISTRATION"), which request shall be made a request pursuant to this Section 14(a) advises the CompanyCompany within 15 days after such Philips Persons receive notice from the Company of such proposed registration, in the underwriter's reasonable judgmentlisting or qualification; provided, that such inclusion is likely to adversely affect the market for the securities being registered for sale by the Company, the Company may refuse to include any of the Optionee's Shares in the registration statement filed with respect to such offering. If(i) if, at any time after giving such written notice of the Company's its intention to register register, list or qualify any of the Option Shares such securities and prior to the effective date of the registration statement listing particulars or other qualification document filed in connection with such registration, listing or qualification, the Company shall determine for any reason not to file register, list or qualify such securities, the registration statement wherein the Option Shares would be registered or to delay the registrationCompany may, at its sole election, the Company may give written notice of such determination to the Optionee and thereupon each Philips Person and, thereupon, shall be relieved of its obligation to register register, list or qualify any Option Shares issued Registrable Securities in connection therewith (but not from its obligation to pay the Registration Expenses referred to in Section 6 incurred in connection therewith), and (ii) if such Piggy-Back Registration involves an underwritten offering, all holders of Registrable Securities requesting to be included in the Company's registration, listing or issuable other qualification must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. Any Philips Person requesting pursuant to this Section 3 to be included in a Piggy-Back Registration may elect, in writing prior to the effective date of the registration statement, listing particulars or other qualification document filed in connection with such registration; and , listing or other qualification, not to register, list or qualify such securities in the case of a determination to delay connection with such registration, listing or other qualification.
(b) If a registration, listing or other qualification pursuant to this Section 3 involves an underwritten offering as to which any Philips Person has requested a Piggy-Back Registration and the managing underwriter reasonably and in good faith advises the Company shall thereupon be permitted to delay registering any Option Shares for the same period as the delay in respect of securities being registered for the Corporation's own account or the account of others. The Company maywriting that, in its sole discretion and opinion, the number of securities to be included in such offering exceeds the number which can be sold in such offering without a significant adverse effect on the consent price, timing or distribution of such offering, then (A) if such offering is a primary offering on behalf of the OptioneeCompany, withdraw such registration statement and abandon the proposed offering in number of securities which the Optionee had requested to participate. The Company shall not be required to include any of the Option Shares in the registration statement relating to an underwritten offering all holders of the Company's securities unless requested to be included in such offering shall be reduced as necessary pro rata in proportion to the Optionee accepts relative number of securities requested by each such holder to be included until the terms number of securities to be included in such offering no longer exceeds the number which can be sold in such offering or (B) if such offering is a secondary offering on behalf of the underwriting as agreed upon between holders of the Company's securities other than Registrable Securities (the "REQUESTING HOLDERS"), (x) first, the number of securities which the Company seeks to register, list or qualify, if any, shall be reduced until the number of securities to be included in such Piggy-Back Registration no longer exceeds the number which can be sold in such offering, (y) second, the number of securities which the Company's security holders other than the Requesting Holders requested to be included in such offering shall be reduced as necessary pro rata in proportion to the relative number of securities requested by each such holder to be included until the number of securities to be included in such offering no longer exceeds the number which can be sold in such offering and (z) third, the underwritersnumber of securities which the Requesting Holders requested to be included in such offering shall be reduced as necessary pro rata in proportion to the relative number of securities requested by each such Requesting Holder until the number of securities to be included in such Piggy-Back Registration no longer exceeds the number which can be sold in such offering.
(c) No registration, listing or qualification effected under this Section 3 shall be deemed to have been effected pursuant to Section 2 hereof or shall release the Company of its obligation to effect any registration, listing or qualification upon request under Section 3 hereof.
Appears in 1 contract
Samples: Securities Purchase and Conversion Agreement (United International Holdings Inc)
Piggy Back Registration. Whenever (a) So long as the Pioneer Partnership or its partners or affiliates are the holders of Preferred Stock or Common Stock, if the Company proposes shall register any of its securities for sale pursuant to file with the Securities and Exchange Commission (the "Commission"), a any appropriate registration statement under the Securities Act Act, the Company shall be required to offer to such holders the opportunity to register any or all the Registrable Securities, without cost to the holders thereof. In connection with these piggy-back registration rights, the Company shall give all of the Holders notice by certified mail at least thirty (30) business days prior to the filing of such Registration Statement under the Act. The holders shall then have twenty-five (25) days to elect to include all or a portion of its Registrable Securities for sale in the Registration Statement.
(b) The registration requirement shall not apply to a Registration Statement filed by the Company pursuant to Form S-8 or S-4 or any successor form or forms with the sole and express purpose of registering shares for employees or for stock incentive plans, or any other inappropriate form.
(c) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company will so advise the holders. In such event, these registration rights shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such holder's Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter selected by the Company. In the event that the lead or managing underwriter in its good faith judgment determines that material adverse market factors require a limitation on the number of shares to be underwritten, the underwriter may limit the number of Registrable Securities. In such event, the Company shall so advise all holders of securities (other than a registration statement (x) relating solely to employee benefit plans or (y) on any registration form includingrequesting registration, without limitation, Form S-4, which does not permit secondary sales or does not include substantially and the same information as would be required number of shares of securities that are entitled to be included in a the registration statement covering and underwriting shall be allocated pro rata among all holders and other participants, including the sale of the Option Shares)Company, it shallin proportion, at least sixty (60) days prior to such filingas nearly as practicable, give notice of such proposed filing to the Optionee at the address set forth herein respective amounts of Registrable Securities and shall offer other securities which they had requested to include be included in such registration statement at the Option Shares which are then subject to exercisable Options on the proposed date time of filing of such the registration statement. Upon receipt by If any holder disapproves of the Company, not less than thirty (30) days prior to the proposed filing date, of a request for inclusion terms of any such sharesunderwriting, the Company shall include such shares in such registration statement on the terms and conditions set forth herein, subject he may elect to any underwriter's cutback or lock-up. If the underwriter of the Company's proposed offering with respect to which the Optionee has made a request pursuant to this Section 14(a) advises the Company, in the underwriter's reasonable judgment, that such inclusion is likely to adversely affect the market for the securities being registered for sale withdraw therefrom by the Company, the Company may refuse to include any of the Optionee's Shares in the registration statement filed with respect to such offering. If, at any time after giving such written notice of the Company's intention to register any of the Option Shares and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to file the registration statement wherein the Option Shares would be registered or to delay the registration, at its sole election, the Company may give written notice of such determination to the Optionee and thereupon shall be relieved of its obligation to register any Option Shares issued or issuable in connection with such registration; and in the case of a determination to delay a registration, the Company shall thereupon be permitted to delay registering any Option Shares for the same period as the delay in respect of securities being registered for the Corporation's own account or the account of others. The Company may, in its sole discretion and without the consent of the Optionee, withdraw such registration statement and abandon the proposed offering in which the Optionee had requested to participate. The Company shall not be required to include any of the Option Shares in the registration statement relating to an underwritten offering of the Company's securities unless the Optionee accepts the terms of the underwriting as agreed upon between the Company and the underwritersunderwriter, provided such notice is delivered within 60 days of full disclosure of such terms to such holder, without thereby affecting the right of such holder to participate in subsequent offerings hereunder.
Appears in 1 contract
Piggy Back Registration. Whenever (a) If the Company Company, at any time, proposes to file with the Securities and Exchange Commission register any of its equity securities (the "Commission"), a registration statement or securities convertible into equity securities) under the Securities 1933 Act for the registration of its securities (other than by registration on a registration statement (x) relating solely to employee benefit plans Form S-4 or (y) Form S-8 or any successor or similar form then in effect), whether or not for sale for its own account, on any registration a form including, without limitation, Form S-4, which does not permit secondary sales or does not include substantially the same information as would be required to be included and in a manner which would permit registration statement covering of Registrable Securities for sale, each such time it shall give prompt written notice to all Stockholders owning Registrable Securities of its intention to do so, describing such securities and specifying the sale of form and manner and the Option Shares), it shall, at least sixty (60) days prior to such filing, give notice of other relevant facts involved in such proposed filing to registration, and upon the Optionee at the address set forth herein and shall offer to include in such registration statement the Option Shares which are then subject to exercisable Options on the proposed date of filing of such registration statement. Upon receipt by the Company, not less than thirty (30) days prior to the proposed filing date, of a written request for inclusion of any such sharesStockholder delivered to the Company within 30 days after the giving of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Stockholder and the intended method of disposition thereof), the Company shall include use its reasonable best efforts to effect the registration under the 1933 Act of all Registrable Securities which the Company has been so requested to register by such shares Stockholders, to the extent required to permit the disposition (in such registration statement on accordance with the terms and conditions set forth herein, subject to any underwriter's cutback or lock-up. If the underwriter intended methods thereof as aforesaid) of the Company's proposed offering with respect Registrable Securities so to which the Optionee has made a request pursuant to this Section 14(abe registered, provided that:
(i) advises the Company, in the underwriter's reasonable judgment, that such inclusion is likely to adversely affect the market for the securities being registered for sale by the Company, the Company may refuse to include any of the Optionee's Shares in the registration statement filed with respect to such offering. Ifif, at any time after giving such written notice of the Company's its intention to register any of the Option Shares its securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to file register or delay the registration statement wherein of such securities, the Option Shares would be registered or to delay the registrationCompany may, at its sole election, the Company may give written notice of such determination to each Stockholder owning Registrable Securities and thereupon, (A) in the Optionee and thereupon case of a determination not to register, shall be relieved of its obligation to register any Option Shares issued or issuable Registrable Securities in connection with such registration; , and (B) in the case of a determination to delay a registrationregistering, the Company shall thereupon be permitted to delay registering any Option Shares Registrable Securities for the same period as the delay in respect registering such other securities.
(ii) if (A) the registration so proposed by the Company involves an underwritten offering of the securities so being registered registered, whether or not for the Corporation's own account or sale for the account of others. The Company maythe Company, to be distributed (on a firm commitment basis) by or through one or more underwriters under underwriting terms appropriate for such a transaction and (B) the managing underwriter of such underwritten offering shall advise the Company, and/or the party on whose behalf the securities are being registered, that, in its sole discretion opinion, the distribution of all or a specified portion of such Registrable Securities concurrently with the securities being distributed by such underwriters will adversely affect the distribution of such securities by such underwriters, then the Company shall promptly furnish each such holder of Registrable Securities with a copy of such opinion and may deny, by written notice to each such Stockholder
(iii) each Stockholder requesting registration of Registrable Securities pursuant to this Section 3.01 shall be permitted to withdraw all or part of such Stockholder's Registrable Securities at any time prior to the effective date of such registration; provided that in the event of a withdrawal from a registration, any fees and disbursements incurred by Stockholders requesting withdrawal in connection with such registration shall be paid by such Stockholders.
(iv) the Company shall not be obligated to effect any registration of Registrable Securities under this Section 3.01, (A) in connection with any merger, acquisition, exchange offer, recapitalization, or consolidation of the Company or any of its Subsidiaries or the adoption or implementation of any dividend reinvestment plan, stock option or other employee benefit plan or (B) in connection with an Initial Public Offering unless the Company permits any Stockholder to participate in such Initial Public Offering, in which case, then all other Stockholders shall be allowed to participate in such offering, and the Company shall be obligated to give prompt written notice to all Stockholders owning Registrable Securities of their right to do so.
(v) the Retaining Stockholders will, if requested by the underwriters for an underwritten public offering of equity securities of the Company, agree not to sell or transfer any equity securities of the Company (other than equity securities, if any, included in such offering), without the consent of the Optioneeunderwriters, withdraw such registration statement and abandon the proposed offering in which the Optionee had requested to participate. The Company shall for a period of not be required to include any more than 180 days following effectiveness of the Option Shares in the registration statement relating to an underwritten offering such public offering
(b) In connection with the preparation and filing of each registration statement under the 1933 Act pursuant to which Registrable Securities will be registered, the Company will give (i) each holder of Registrable Securities, who beneficially owns in excess of 5% of the Company's securities unless shares of Common Stock then outstanding, to be registered under such registration statement, (ii) their underwriters, if any, and (iii) their respective counsel and accountants such reasonable access to its books and records and such opportunities to discuss the Optionee accepts the terms business of the underwriting Company with its officers and the independent public accountants who have certified its financial statements as agreed upon between shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the 1933 Act.
(c) Subject to Section 3.01(a)(iii), the Company and the underwritersshall pay all Registration Expenses in connection with each registration of Registrable Securities requested to be registered pursuant to this Section 3.01 (including Registration Expenses incurred in connection with registration
Appears in 1 contract
Samples: Stockholders' Agreement (Zilog Inc)
Piggy Back Registration. Whenever From and after the date that is ninety (90) days after the date of this Agreement and until the fifth anniversary of the Closing Date, for so long as any of the Registrable Securities are outstanding and are not the subject of an effective registration statement, if the Company proposes to file with the Securities and Exchange Commission contemplates making an offering of Common Stock (the "Commission"), a registration statement or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the Securities Act for the registration or proposes to file a Registration Statement covering any of its securities (other than (i) a registration statement on Form S-8 or S- 4, or any successor or similar forms; and (xii) relating solely to employee benefit plans or (y) on any a shelf registration form including, without limitation, Form S-4, which does not permit secondary sales or does not include substantially under Rule 415 for the same information as would be required sole purpose of registering shares to be included issued in a registration statement covering connection with the sale acquisition of assets, the Company will at each such time give prompt written notice to the Investor of its intention to do so and of the Option Shares), it shall, at least sixty (60) days prior to such filing, give notice of such proposed filing to the Optionee at the address set forth herein and shall offer to include in such registration statement the Option Shares which are then subject to exercisable Options on the proposed date of filing of such registration statementInvestor's rights under this Section 2. Upon receipt by the Company, not less than written request of any Investor made within thirty (30) days prior to after the proposed filing date, of a request for inclusion receipt of any such sharesnotice (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof), the Company shall include such shares will use its best efforts to effect the registration of all Registrable Securities which the Company has been so requested to register by the Investor, to the extent requisite to permit the disposition (in such registration statement on accordance with the terms and conditions set forth herein, subject to any underwriter's cutback or lock-up. If the underwriter intended methods of disposition) of the Company's proposed offering with respect to Registrable Securities by the Investor requesting registration, by inclusion of such Registrable Securities in the Registration Statement which covers the securities which the Optionee has made a request pursuant Company proposes to this Section 14(a) advises the Company, in the underwriter's reasonable judgmentregister; provided, that such inclusion is likely to adversely affect the market for the securities being registered for sale by the Company, the Company may refuse to include any of the Optionee's Shares in the registration statement filed with respect to such offering. Ifif, at any time after giving such written notice of the Company's its intention to register any of the Option Shares Registrable Securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason either not to file the registration statement wherein the Option Shares would be registered register or to delay registration of such Registrable Securities, the registrationCompany may, at its sole election, the Company may give written notice of such determination to the Optionee and thereupon Investor requesting registration and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Option Shares issued or issuable Registrable Securities in connection with such registration; registration (but not from its obligation to pay the expenses of registration in connection therewith), and (ii) in the case of a determination to delay a registrationregistering such Registrable Securities, the Company shall thereupon be permitted to delay registering any Option Shares Registrable Securities, for the same period as the delay in respect of securities being registered for the Corporation's own account or the account of others. The Company may, in its sole discretion and without the consent of the Optionee, withdraw registering such registration statement and abandon the proposed offering in which the Optionee had requested to participate. The Company shall not be required to include any of the Option Shares in the registration statement relating to an underwritten offering of the Company's securities unless the Optionee accepts the terms of the underwriting as agreed upon between the Company and the underwritersother securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Convertible Preferred Stock) (5 G Wireless Communications Inc)
Piggy Back Registration. Whenever the Company proposes to file with the Securities and Exchange Commission (the "Commission"), a registration statement under the Securities Act for the registration of its securities (other than a registration statement (x) relating solely to employee benefit plans or (y) on any registration form including, without limitation, Form S-4, which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Option Shares), it shall, at least sixty (60) days prior to such filing, give notice of such proposed filing to the Optionee at the address set forth herein and shall offer to include in such registration statement the Option Shares which are then subject to exercisable Options on the proposed date of filing of such registration statement. Upon receipt by the Company, not less than thirty (30) days prior to the proposed filing date, of a request for inclusion of any such shares, the Company shall include such shares in such registration statement on the terms and conditions set forth herein, subject to any underwriter's cutback or lock-up. If the underwriter of the Company's proposed offering with respect to which the Optionee has made a request pursuant to this Section 14(a) advises the Company, in the underwriter's reasonable judgment, that such inclusion is likely to adversely affect the market for the securities being registered for sale by the Company, the Company may refuse to include any of the Optionee's Shares in the registration statement filed with respect to such offering. If, at any time prior to three years from the date hereof, AMRE proposes to register any of its securities under the Securities Act (other than by a registration on Form S-8, X-0 xx any successor similar forms or any other form not available for registering the Registrable Securities for sale to the public and other than pursuant to Section 6(a) hereof), whether for sale for its own account or other security holders, AMRE will, each such time, at least 30 days prior to filing the registration statement, give written notice to the Signatory Stockholders of its intention to do so and upon the written request of any of the Signatory Stockholders made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by each of the Signatory Stockholders), AMRE will use commercially reasonable efforts to affect the registration under the Securities Act of all Registrable Securities which AMRE has been so requested to register by each of the Signatory Stockholders; provided, however, that if at any time after giving such written notice of the Company's its intention to register any of the Option Shares securities and prior to the effective date of the registration statement filed in connection with such registration, the Company AMRE shall determine for any reason not to file the registration statement wherein the Option Shares would be registered register or to delay the registrationregistration of such securities, AMRE may, at its sole election, the Company may give written notice of such determination to each of the Optionee and thereupon Signatory Stockholders who have requested registration of any Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Option Shares issued or issuable Registrable Securities in connection with such registration; , and (ii) in the case of a determination to delay a registrationregistering, the Company shall thereupon be permitted to delay registering any Option Shares Registrable Securities being registered pursuant to this Section 6(b) for the same period as the delay in respect of securities being registered for the Corporation's own account or the account of others. The Company may, in its sole discretion and without the consent of the Optionee, withdraw registering such registration statement and abandon the proposed offering in which the Optionee had requested to participate. The Company shall not be required to include any of the Option Shares in the registration statement relating to an underwritten offering of the Company's securities unless the Optionee accepts the terms of the underwriting as agreed upon between the Company and the underwritersother securities.
Appears in 1 contract
Samples: Merger Agreement (Amre Inc)
Piggy Back Registration. Whenever (i) At least ten (10) days prior, Company shall give the Purchasers written notice of each filing by Company proposes to file with the Securities and Exchange Commission (the "Commission")SEC, of a registration statement under the Securities Act for the registration of its securities (other than a registration statement (x) relating solely to employee benefit plans on Form S-4 or (y) Form S-8 or on any successor forms thereto) (in each case, referred to hereinafter as a “Registration”). If requested by the Purchasers in writing within 20 days after receipt of any such notice, Company shall, at Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by the Purchasers), register or otherwise include all or, at Purchasers’ option, any portion of the Securities, concurrently with the registration form includingof such other securities, without limitation, Form S-4, which does not all to the extent requisite to permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the public offering and sale of the Option Shares)Securities through the securities exchange, it shallif any, at least sixty (60) days prior on which the shares of Common Stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to such filing, give notice of such proposed filing to the Optionee at the address set forth herein and shall offer to include in cause such registration statement or offering statement to become effective or qualified (as applicable) as promptly as practicable, provided however, that Purchasers shall agree to a lock-up of no more than 180 days if all other shareholders who own 1% or more of the Option Shares which are then subject to exercisable Options on Company do the proposed date of filing of same and if such registration statement. Upon receipt lock-up is required by the Company, not less than thirty underwriters in such offering.
(30ii) days prior to In the proposed filing date, event of a request for inclusion of any such sharesRegistration pursuant to these provisions, the Company shall include such shares in such registration statement on use its reasonable commercial efforts to cause the terms and conditions set forth herein, subject Securities so registered to any underwriter's cutback or lock-up. If the underwriter of the Company's proposed offering with respect to which the Optionee has made a request pursuant to this Section 14(a) advises the Company, in the underwriter's reasonable judgment, that such inclusion is likely to adversely affect the market for the securities being registered for sale by the Company, the Company may refuse to include any of the Optionee's Shares in the registration statement filed with respect to such offering. If, at any time after giving such written notice of the Company's intention to register any of the Option Shares and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to file the registration statement wherein the Option Shares would be registered or to delay qualified for sale under the registration, at its sole election, the Company may give written notice securities or blue sky laws of such determination to the Optionee and thereupon shall be relieved of its obligation to register any Option Shares issued or issuable in connection with such registration; and in the case of a determination to delay a registration, the Company shall thereupon be permitted to delay registering any Option Shares for the same period jurisdictions as the delay in respect of securities being registered for the Corporation's own account or the account of others. The Company mayPurchasers may reasonably request; provided, in its sole discretion and without the consent of the Optioneehowever, withdraw such registration statement and abandon the proposed offering in which the Optionee had requested to participate. The that Company shall not be required to include qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(iii) Company shall keep effective or qualified any Registration required by this section and shall from time to time amend or supplement each applicable registration statement or offering statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Purchasers to complete the offer and sale of the Option Shares Securities covered thereby, but in the registration statement relating to an underwritten offering of the Company's securities unless the Optionee accepts the terms of the underwriting as agreed upon between the Company and the underwritersany case, no longer than two
Appears in 1 contract
Samples: Securities Purchase Agreement (La Rosa Holdings Corp.)
Piggy Back Registration. Whenever (a) Subject to the provisions of Section 9.4, if the Company at any time (other than pursuant to Section 9.2) proposes to file with register for sale any Equity Linked Security issued by the Securities and Exchange Commission (the "Commission"), a registration statement Company under the Securities Act for the registration of its securities (other than pursuant to a registration statement (x) relating solely to employee benefit plans or (y) on any registration form including, without limitation, Form S-4, which does not permit secondary sales F-4 or does not include substantially S-8 or any successor forms thereto) or, in any jurisdiction other than the same information as would be required United States, it shall each such time give written notice (the "Company Registration Notice") to the holders of Registrable Securities of its intention to do so no later than 30 days prior to the filing of such registration statement or listing application. The Company shall notify each of the holders of Registrable Securities in writing if the Company grants to any other Person, other than Acer, Intrinsic, Mitsubishi, Index, Temasek or Icon, the right to require the Company to register, under the Securities Act or any other applicable law, any Equity Linked Securities issued by the Company.
(b) Upon the written request of any holder of Registrable Securities given within 25 days after receipt of any Company Registration Notice, the Company shall, subject to the provisions of Section 9.4, cause all Registrable Securities designated by such holder to be included in a registration statement covering the sale of the Option Shares), it shall, at least sixty (60) days prior to such filing, give notice of such proposed filing to the Optionee at the address set forth herein and shall offer to include in such registration statement or listing application; provided, however, if the Option Shares which are then subject Company elects to exercisable Options on the proposed date of filing of such withdraw or delay any registration statement. Upon receipt statement or listing application contemplated by the Company, not less than thirty (30) days prior to the proposed filing date, of a request for inclusion of any such shares, the Company shall include such shares in such registration statement on the terms and conditions set forth herein, subject to any underwriter's cutback or lock-up. If the underwriter of the Company's proposed offering with respect to which the Optionee has made a request pursuant to this Section 14(a) advises the Company, in the underwriter's reasonable judgment, that such inclusion is likely to adversely affect the market for the securities being registered for sale by the Company, the Company may refuse to include any of the Optionee's Shares in the registration statement filed with respect to such offering. If, Registration Notice at any time after giving such written notice of the Company's intention to register any of the Option Shares and prior to the effective date of the registration statement filed in connection with such registrationthereof, the Company shall determine for any reason not to file the registration statement wherein the Option Shares would be registered or to delay the registration, at its sole election, the Company may give written notice of such determination to the Optionee and thereupon shall be relieved of its obligations to register or list the Registrable Securities hereunder (but not of its obligation to register any Option Shares issued or issuable in connection with such registration; and in pay the case of a determination to delay a registrationregistration expenses associated therewith). Notwithstanding the foregoing, the Company shall thereupon be permitted to delay registering any Option Shares for the same period as the delay in respect demand registration rights of securities being registered for the Corporation's own account or the account of others. The Company mayIntrinsic, in its sole discretion Acer, Mitsubishi, Index, Temasek and without the consent of the Optionee, withdraw such registration statement and abandon the proposed offering in which the Optionee had requested to participate. The Company Icon set out under Section 9.2 shall not be required prejudiced and each of Intrinsic, Acer, Mitsubishi, Index, Temasek or Icon are entitled to include any request to effect the registration of the Option Shares in Registration Securities pursuant to Section 9.2 (assuming the conditions thereof are complied with). No registration statement relating to an underwritten offering of the Company's securities unless the Optionee accepts the terms of the underwriting as agreed upon between or Initial Public Offering effected under this Section 9.3 shall relieve the Company and the underwritersof its obligation to effect any registration under Section 9.2.
Appears in 1 contract
Piggy Back Registration. Whenever At any time during the term of this Agreement if Company proposes to file with the Securities and Exchange Commission register any of its Company Stock or any other of its common equity securities (the but not including debt instruments or preferred stock convertible into its common equity securities) (collectively, "CommissionOther Securities"), a registration statement ) under the Securities Act for the registration of its securities (other than a registration statement (x) relating solely to employee benefit plans on Form S-4 or (y) on S-8 or any registration successor form includingthereto), without limitationwhether or not for sale for its own account, Form S-4, which does not permit secondary sales or does not include substantially the same information as would be required to be included in a manner which would permit registration statement covering of Registrable Securities for sale for cash to the sale of public under the Option Shares)Securities Act, it shall, will each such time give prompt written notice to each Holder of its intention to do so at least sixty ten (6010) days prior to the anticipated filing date of the registration statement relating to such filing, give registration. Such notice of such proposed filing to the Optionee at the address set forth herein and shall offer each such Holder the opportunity to include in such registration statement the Option Shares which are then subject to exercisable Options on the proposed date such number of filing of Registrable Securities as each such registration statementHolder may request. Upon receipt by the Company, not less than thirty (30) days prior to the proposed filing date, of a written request for inclusion of any such sharesHolder, made no later than 5:00 p.m. New York City, New York time on the fifth (5th) day after such Holder's receipt of Company's notice (which request shall specify the number of Registrable Securities intended to be disposed of and the intended method of disposition thereof), Company shall include such shares in such registration statement on the terms and conditions set forth herein, subject use its reasonable best efforts to any underwriter's cutback or lock-up. If the underwriter of the Company's proposed offering with respect to which the Optionee has made a request pursuant to this Section 14(a) advises the Companyeffect, in the underwriter's reasonable judgmentmanner set forth in Section 5, that such inclusion is likely to adversely affect in connection with the market for registration of the securities being registered for sale by the CompanyOther Securities, the registration under the Securities Act of all Registrable Securities which Company may refuse has been so requested to include any register, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Optionee's Shares in the registration statement filed with respect Registrable Securities so requested to such offering. If, be registered; provided that:
(a) if at any time after giving such written notice of the Company's its intention to register any of the Option Shares securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to file the registration statement wherein the Option Shares would be registered register or to delay the registrationregistration of such securities, Company may, at its sole election, the Company may give written notice of such determination to the Optionee and thereupon Holder and, thereupon, (A) in the case of a determination not to register, Company shall be relieved of its obligation to register any Option Shares issued or issuable Registrable Securities in connection with such registration; registration and (B) in the case of a determination to delay a such registration, the Company shall thereupon be permitted to delay registering registration of any Option Shares Registrable Securities requested to be included in such registration for the same period as the delay in respect registering such Other Securities;
(b) if the registration referred to in the first sentence of this Section 3 is to be an underwritten registration, and the managing underwriter advises Company in writing that, in such firm's opinion, such offering would be materially and adversely affected by the inclusion therein of the Registrable Securities requested to be included therein, Company shall include in such registration: (1) first, all securities being registered Company proposes to sell for the Corporation's its own account ("Company Securities") if Company Securities are proposed to be included in such registration, (2) second, up to the full number of Registrable Securities in excess of the number or the account dollar amount of others. The Company maySecurities, which, in its sole discretion the good faith opinion of such managing underwriter, can be so sold without materially and without adversely affecting such offering (and, if less than the consent full number of such Registrable Securities, allocated among the Holders of such Registrable Securities and holders (other than Company) of Other Securities to be included in such registration pursuant to agreements with Company ("Other Holders") pro rata on the basis of the Optioneenet proceeds from the sale thereof), withdraw such registration statement and abandon (3) third, all other securities proposed to be registered. Notwithstanding any other provision in this Agreement to the proposed offering in which the Optionee had requested to participate. The contrary, Company shall not be required to include Registrable Securities in any registration statement if the inclusion of such Registrable Securities would violate the provisions of any agreements or arrangements pursuant to which such registration is being effected or entered into in connection with such registration;
(c) Company shall not be required to effect any registration of Registrable Securities under this Section 3 incidental to the registration of any of the Option Shares its securities in the connection with mergers, acquisitions, dividend reinvestment plans or stock option or award or other executive or employee benefit or compensation plans; and
(d) no registration statement relating of Registrable Securities effected under this Section 3 shall relieve Company of its obligation to an underwritten offering effect a registration of the Company's securities unless the Optionee accepts the terms of the underwriting as agreed upon between the Company and the underwritersRegistrable Securities pursuant to Section 2 hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Kronos Advanced Technologies Inc)
Piggy Back Registration. Whenever (i) If at any time after the Company proposes to file date hereof, except in connection with the Securities and Exchange Commission (the "Commission"), a registration statement under the Securities Act currently filed for the registration of its securities secondary offering with May Xxxxx Group, Inc. (other than a registration statement (x) relating solely to employee benefit plans or (y) on any registration form including, without limitation, Form S-4, which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Option SharesSEC File No. 33389419), it shall, at least sixty (60) days prior to such filing, give notice of such proposed filing to the Optionee at the address set forth herein and shall offer to include in such registration statement the Option Shares which are then subject to exercisable Options on the proposed date of filing of such registration statement. Upon receipt by the Company, not less than thirty (30) days prior to the proposed filing date, of a request for inclusion of any such shares, the Company shall include such shares in such registration statement prepare and file with the SEC, either a Registration Statement on the terms and conditions set forth herein, subject Form S-1 or an amendment to any underwriter's cutback or lock-up. If the underwriter of the Company's proposed offering with respect to which the Optionee has made a request pursuant to this Section 14(a) advises the Company, in the underwriter's reasonable judgment, that such inclusion is likely to adversely affect the market an existing Registration Statement for the securities being registered for sale by of shares of Common Stock of the Company, the Company shall, as part of such Registration Statement, register for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investors to sell the Registrable Securities (or such lesser number as may refuse be required by the SEC, but in no event less than the number of shares equal to include any the sum of (A) two hundred percent (200%) of the Optionee's number of shares into which the Preferred Stock and all dividends thereon through the fifth anniversary of the Closing Date would be convertible at the time of filing of such Registration Statement (assuming for such purposes that all shares of Preferred Stock, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such accrual of dividends, eligibility or conversion had in fact occurred as of such date) and (B) the registration statement filed number of shares which would be issued upon exercise of all of the Warrants at the time of filing of the Registration Statement (assuming for such purposes that all Warrants, including all Warrants had been eligible to be exercised and had been exercised in accordance with respect their terms, whether or not such eligibility or exercise had in fact occurred as of such date). The Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and the exercise of the Warrants to such offering. Ifprevent dilution resulting from stock splits, or stock dividends.
(ii) If at any time after giving such written notice (an "Increased Registered Shares Date"), the number of shares of Common Stock represented by the Company's intention Registrable Shares, issued or to register any be issued as contemplated by the Transaction Agreements, exceeds the aggregate number of the Option Shares and prior to the effective date shares of the registration statement filed in connection with such registrationCommon Stock then registered, then,
(A) if permitted by SEC regulations or practice, the Company shall determine for shall, within ten (10) business days after the Increased Registered Shares Date, amend the Registration Statement filed by the Company pursuant to the preceding provisions of this Section 2, if such Registration Statement has not been declared effective by the SEC at that time, to register, in the aggregate, at least the number of shares (the "Increased Shares Amount") equal to (x) (I) the number of shares theretofore issued on conversion of the Preferred Stock (including any reason not to file dividends paid on conversion by the registration statement wherein issuance of Conversion Shares) plus (II) two hundred percent (200%) of the Option Shares number of shares into which the unconverted Preferred Stock and all dividends thereon through the second anniversary of the Closing Date would be registered convertible at the Increased Registered Shares Date (assuming for such purposes that all such shares of Preferred Stock had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such accrual of dividends, eligibility or conversion had in fact occurred as of such date) and (y) the number of shares which would be issued upon exercise of all of the Warrants (assuming for such purposes that all Warrants had been eligible to delay be exercised and had been exercised in accordance with their terms, whether or not such eligibility or exercise had in fact occurred as of such date); and
(B) If such Registration Statement has been declared effective by the registration, SEC at its sole electionthat time and such Registration Statement can not be so amended, the Company may give written notice will include such shares in any subsequent or additional Registration Statement on Form S-1 or other appropriate registration statement form (an "Additional Registration Statement") filed with the SEC so as to register the number of such determination shares equal to the Optionee and thereupon shall be relieved of its obligation to register any Option Shares issued or issuable in connection with such registration; and in the case of a determination to delay a registration, the Company shall thereupon be permitted to delay registering any Option Shares for the same period as the delay in respect of securities being registered for the Corporation's own account or the account of others. The Company may, in its sole discretion and without the consent excess of the Optionee, withdraw such registration statement and abandon Increased Shares Amount over the proposed offering in which the Optionee had requested to participate. The Company shall not be required to include any aggregate number of the Option Shares in the registration statement relating to an underwritten offering shares of the Company's securities unless the Optionee accepts the terms of the underwriting as agreed upon between the Company and the underwritersCommon Stock already registered.
Appears in 1 contract
Samples: Registration Rights Agreement (Natural Health Trends Corp)
Piggy Back Registration. Whenever If, at any time or from time to time ----------------------- prior to December 31, 1998 while any Registrable Securities are outstanding, the Company proposes to file with the Securities and Exchange Commission register any of its equity securities or debt securities convertible into its equity securities (the "Commission"), whether for its own or others' account) to be offered for cash or cash equivalents in a registration statement public offering under the Securities Act for the registration of its securities (other than by a registration statement (x) relating solely to employee benefit plans on Form S-8 or (y) on any registration other form including, without limitation, Form S-4, which does not permit secondary sales or that does not include substantially the same information as would be required to be included in a form for the general registration statement covering the sale of the Option Sharessecurities or that would not be available for registration of Registrable Securities), it the Company shall, at least sixty as expeditiously as is reasonably possible (60) but in no event later than 30 days prior to any such filingregistration), give notice to the Holders of the Company's intention to effect such registration. If, within 15 days after receipt of such proposed filing notice, any Holder submits a written request to the Optionee at Company specifying the address set forth herein and shall offer Registrable Securities such Holder proposes to include in such registration statement the Option Shares which are then subject to exercisable Options on the proposed date sell or otherwise dispose of filing of such registration statement. Upon receipt by the Company, not less than thirty (30) days prior to the proposed filing date, of a request for inclusion of any such shares"Piggy-Back Registration"), the Company shall include the number of shares of Registrable Securities specified in such shares Holder's request in such registration statement on the terms and conditions set forth herein, subject to any underwriter's cutback or lock-up. If the underwriter of the Company's proposed offering with respect to which the Optionee has made a request pursuant to this Section 14(a) advises the Company, in the underwriter's reasonable judgment, that such inclusion is likely to adversely affect the market for the securities being registered for sale by the Company, the Company may refuse shall use its best efforts to include any of the Optionee's Shares in effect the registration statement filed with respect under the Securities Act of such Registrable Securities to such offering. Ifthe extent requisite to permit the proposed sale or other disposition thereof, provided, however, -------- ------- that if, at any time after giving such written notice of the Company's its intention to register any of the Option Shares securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to file the registration statement wherein the Option Shares would be registered register or to delay the registration, at its sole electionregistration of such securities, the Company may shall give written notice of such determination to the Optionee and thereupon Holders and, thereupon, (i) in the case of a determination not to register any securities, the Company shall be relieved of its obligation to register any Option Shares issued or issuable Registrable Securities in connection with such registration; registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to delay a registrationregistering any securities, the Company shall thereupon be permitted to delay registering any Option Shares Registrable Securities, for the same period as the delay in respect of securities being registered for the Corporation's own account or the account of others. The Company mayregistering such other securities; and, in its sole discretion and without the consent of the Optioneeprovided, withdraw further, that if, after any -------- ------- such registration statement and abandon has been declared effective, the proposed offering in which the Optionee had requested to participate. The Company shall not reasonably determines that it would be required to include disclose any actions taken or proposed to be taken by the Company, which disclosure would have a material adverse effect on the Company or on such actions, the Company shall, subject to discontinuance of the Option Shares in sales of all other securities covered by the registration statement, be entitled to suspend the effectiveness of such registration statement, or without suspending such effectiveness, to request that each Holder forthwith discontinue the disposition of such Registrable Securities and each such Holder agrees that it will discontinue the disposition of such Registrable Securities pursuant to such registration statement relating (so long as the disposition of all other such securities is also discontinued) and thereupon the Company shall be relieved of its obligation under this Section 2(b) with respect to such registration (but not from its obligation to pay the Registration Expenses in connection therewith to the extent provided in Section 2(e)). Any Holder participating in an underwritten offering pursuant to this Section 2(b) shall, if required by the managing underwriter or underwriters of such offering, enter into an underwriting agreement in a form customary for underwritten offerings of the Company's same general type as such offering. No Holder shall have the right to include any Registrable Securities in a registration statement initiated as a Piggy-Back Registration under this Section 2(b) unless (i) such securities unless the Optionee accepts the terms are of the underwriting same class and type as agreed upon between the Registrable Securities being registered, and (ii) if such Piggy-Back Registration is an underwritten offering, the Company or such Person, as applicable, agree in writing to sell their securities on the same terms and conditions as apply to the underwritersRegistrable Securities being sold.
Appears in 1 contract
Piggy Back Registration. Whenever If the Company proposes determines to file with ----------------------- a Registration Statement under the Securities Act relating to a proposed sale to the public of shares of its securities (but excluding registrations relating solely to employees' stock option or purchase plans or relating solely to a transaction employing Securities and Exchange Commission (the "Commission"Form S-4 or Form S-8 or successor forms thereto), a registration statement under the Securities Act either for the registration of its securities (other than a registration statement (x) relating solely to employee benefit plans or (y) on any registration form including, without limitation, Form S-4, which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Option Shares), it shall, at least sixty (60) days prior to such filing, give notice of such proposed filing to the Optionee at the address set forth herein and shall offer to include in such registration statement the Option Shares which are then subject to exercisable Options on the proposed date of filing of such registration statement. Upon receipt by the Company, not less than thirty (30) days prior to the proposed filing date, of a request for inclusion of any such shares, the Company shall include such shares in such registration statement on the terms and conditions set forth herein, subject to any underwriter's cutback or lock-up. If the underwriter of the Company's proposed offering with respect to which the Optionee has made a request pursuant to this Section 14(a) advises the Company, in the underwriter's reasonable judgment, that such inclusion is likely to adversely affect the market for the securities being registered for sale by the Company, the Company may refuse to include any of the Optionee's Shares in the registration statement filed with respect to such offering. If, at any time after giving such written notice of the Company's intention to register any of the Option Shares and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to file the registration statement wherein the Option Shares would be registered or to delay the registration, at its sole election, the Company may give written notice of such determination to the Optionee and thereupon shall be relieved of its obligation to register any Option Shares issued or issuable in connection with such registration; and in the case of a determination to delay a registration, the Company shall thereupon be permitted to delay registering any Option Shares for the same period as the delay in respect of securities being registered for the Corporation's own account or the account of others. The a security holder or holders, the Company mayshall:
(1) promptly give to each holder of Registrable Securities written notice thereof (which will include, in its sole discretion and without to the consent extent known at the time, a list of the Optioneejurisdictions in which the Company intends to qualify such securities under the applicable blue sky or other state securities laws, withdraw such registration statement and abandon the proposed offering price or price range, and the plan of distribution);
(2) include in which such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Optionee had Registrable Securities specified in a written request or requests, made within forty-five (45) days after such written notice from the Company, by holders of Registrable Securities; and
(3) use its best efforts to cause the managing underwriter or underwriters of such proposed Underwritten Offering to permit the Registrable Securities requested to participate. The Company shall not be required to include any of the Option Shares included in the registration statement relating for such offering to an underwritten offering be included on the same terms and conditions as any similar securities of the Company's securities unless Company included therein. Notwithstanding the Optionee accepts foregoing, if the terms managing underwriter or underwriters of the underwriting as agreed upon between such offering deliver a written opinion to the Company and the underwritersholders of such Registrable Securities that marketing considerations require a limitation on the number of shares of Common Stock offered pursuant to any Registration Statement filed under this Section 3(e), such limitation shall be allocated among all holders of Common Stock (other than such holders, if any, initiating the registration pursuant to demand registration rights granted by the Company, which holders shall receive priority with respect to inclusion in such registration in accordance with such contractual rights) and the holders of Registrable Securities who requested inclusion in the registration as follows: (i) first, Registrable Securities shall be included in such registration in a number equal to the greater of (A) the pro rata portion (in proportion to all shares of Registrable Securities and --- ---- other shares of Common Stock requested to be included in the offering which are subject to such underwriter's limitation) of Registrable Securities requested to be included in such registration and (B) seventy-five percent (75%) of the total number of shares to be included in such registration (other than such holders, if any, initiating the registration pursuant to demand registration rights granted by the Company) after giving effect to such underwriter's limitation; and (ii) second, any other holders of securities of the Company who have requested to be included in such registration statement pursuant to contractual piggy-back registration rights.
(1) within ten (10) days of receipt of such a request, give written notice of the proposed registration or qualification to all other holders of Registrable Securities; and
(2) as soon as practicable, effect such registration or qualification (including, without limitation, the execution in the applicable Registration Statement of an undertaking to file required post-effective amendments, appropriate qualification under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as are reasonably necessary to permit or facilitate the sale and distribution of all or such portion of such holder's or holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holder or holders joining in such request, or the Company in the case of securities requested by the Company to be registered (provided, however, the Company shall be permitted -------- ------- to participate in such registration only to the extent that all Registrable Securities as are specified by any holder in a S-3 Registration request have been included in such registration), as are specified in a written notice given to the Company within 20 days after the date of such written notice from the Company pursuant to Section 3(a)(1); provided, however that the Company will not -------- ------- be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 3(g) after the completion of two (2) S-3 Registrations as set forth in Section 3(g). Subject to the foregoing provisions, the Company will file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, but in any event within one hundred twenty (120) days, after receipt of the request or requests of the initiating holders, and shall use its best efforts to cause such Registration Statement and Prospectus through which such S-3 Registration is effected to remain effective until all Registrable Securities are sold.
Appears in 1 contract
Samples: Registration Rights Agreement (Colorado Greenhouse Holdings Inc)
Piggy Back Registration. Whenever (a) If the Company Company, at any time, proposes to file with the Securities and Exchange Commission register any of its equity securities (the "Commission"), a registration statement or securities convertible into equity securities) under the Securities 1933 Act for the registration of its securities (other than by registration on a registration statement (x) relating solely to employee benefit plans Form S-4 or (y) Form S-8 or any successor or similar form then in effect), whether or not for sale for its own account, on any registration a form including, without limitation, Form S-4, which does not permit secondary sales or does not include substantially the same information as would be required to be included and in a manner which would permit registration statement covering of Registrable Securities for sale, each such time it shall give prompt written notice to all Stockholders owning Registrable Securities of its intention to do so, describing such securities and specifying the sale of form and manner and the Option Shares), it shall, at least sixty (60) days prior to such filing, give notice of other relevant facts involved in such proposed filing to registration, and upon the Optionee at the address set forth herein and shall offer to include in such registration statement the Option Shares which are then subject to exercisable Options on the proposed date of filing of such registration statement. Upon receipt by the Company, not less than thirty (30) days prior to the proposed filing date, of a written request for inclusion of any such sharesStockholder delivered to the Company within 30 days after the giving of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Stockholder and the intended method of disposition thereof), the Company shall include use its reasonable best efforts to effect the registration under the 1933 Act of all Registrable Securities which the Company has been so requested to register by such shares Stockholders, to the extent required to permit the disposition (in such registration statement on accordance with the terms and conditions set forth herein, subject to any underwriter's cutback or lock-up. If the underwriter intended methods thereof as aforesaid) of the Company's proposed offering with respect Registrable Securities so to which the Optionee has made a request pursuant to this Section 14(abe registered, provided that:
(i) advises the Company, in the underwriter's reasonable judgment, that such inclusion is likely to adversely affect the market for the securities being registered for sale by the Company, the Company may refuse to include any of the Optionee's Shares in the registration statement filed with respect to such offering. Ifif, at any time after giving such written notice of the Company's its intention to register any of the Option Shares its securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to file register or delay the registration statement wherein of such securities, the Option Shares would be registered or to delay the registrationCompany may, at its sole election, the Company may give written notice of such determination to each Stockholder owning Registrable Securities and thereupon, (A) in the Optionee and thereupon case of a determination not to register, shall be relieved of its obligation to register any Option Shares issued or issuable Registrable Securities in connection with such registration; , and (B) in the case of a determination to delay a registrationregistering, the Company shall thereupon be permitted to delay registering any Option Shares Registrable Securities for the same period as the delay in respect registering such other securities.
(ii) if (A) the registration so proposed by the Company involves an underwritten offering of the securities so being registered registered, whether or not for the Corporation's own account or sale for the account of others. The Company maythe Company, to be distributed (on a firm commitment basis) by or through one or more underwriters under underwriting terms appropriate for such a transaction and (B) the managing underwriter of such underwritten offering shall advise the Company, and/or the party on whose behalf the securities are being registered, that, in its sole discretion opinion, the distribution of all or a specified portion of such Registrable Securities concurrently with the securities being distributed by such underwriters will adversely affect the distribution of such securities by such underwriters, then the Company shall promptly furnish each such holder of Registrable Securities with a copy of such opinion and may deny, by written notice to each such Stockholder
(iii) each Stockholder requesting registration of Registrable Securities pursuant to this Section 3.01 shall be permitted to withdraw all or part of such Stockholder's Registrable Securities at any time prior to the effective date of such registration; provided that in the event of a withdrawal from a registration, any fees and disbursements incurred by Stockholders requesting withdrawal in connection with such registration shall be paid by such Stockholders.
(iv) the Company shall not be obligated to effect any registration of Registrable Securities under this Section 3.01, (A) in connection with any merger, acquisition, exchange offer, recapitalization, or consolidation of the Company or any of its Subsidiaries or the adoption or implementation of any dividend reinvestment plan, stock option or other employee benefit plan or (B) in connection with an Initial Public Offering unless the Company permits any Stockholder to participate in such Initial Public Offering, in which case, then all other Stockholders shall be allowed to participate in such offering, and the Company shall be obligated to give prompt written notice to all Stockholders owning Registrable Securities of their right to do so.
(v) the Retaining Stockholders will, if requested by the underwriters for an underwritten public offering of equity securities of the Company, agree not to sell or transfer any equity securities of the Company (other than equity securities, if any, included in such offering), without the consent of the Optioneeunderwriters, withdraw such registration statement and abandon the proposed offering in which the Optionee had requested to participate. The Company shall for a period of not be required to include any more than 180 days following effectiveness of the Option Shares in the registration statement relating to an underwritten offering such public offering
(b) In connection with the preparation and filing of each registration statement under the 1933 Act pursuant to which Registrable Securities will be registered, the Company will give (i) Warburg, provided that Warburg owns at least 100,000 shares of Common Stock immediately following consummation of the Company's securities unless the Optionee accepts the terms Merger and Warburg and its Affiliates own at least 1.25% of the underwriting as agreed upon between shares of Common Stock issued and outstanding at the time the access and opportunities to discuss referred to below are to be given to Warburg, (ii) each holder of Registrable Securities, who beneficially owns in excess of 5% of the shares of Common Stock then outstanding, to be registered under such registration statement, (iii) their underwriters, if any, and (iv) their respective counsel and accountants such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the 1933 Act.
(c) Subject to Section 3.01(a)(iii), the Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested to be registered pursuant to this Section 3.01 (including Registration Expenses incurred in connection with registration efforts which are terminated in accordance with Section 3.01(a)(1) hereof). All other costs and expenses shall be borne by the party bearing such costs or expenses.
Appears in 1 contract
Samples: Stockholders' Agreement (Zilog Inc)
