Piggy-Back Rights. If at any time on or after the Release Date the Company proposes to file by Registration Statement, other than a Registration Statement in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8, then the Company shall (a) give written notice of such proposed filing to the holders of Insider Shares as soon as practicable but in no event less than ten (10) Business Days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (b) offer to the holders of Insider Shares in such notice the opportunity to register such number of Insider Shares as such holders may request in writing within five (5) Business Days following receipt of such notice (a "Piggy-Back Registration"). The Company shall cause such Insider Shares to be included in such registration and shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Insider Shares requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Insider Shares in accordance with the intended method(s) of distribution thereof. All holders of Insider Shares who propose to distribute securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.
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Samples: Registration Rights Agreement (Treehouse Partners CORP), Registration Rights Agreement (Treehouse Partners CORP)
Piggy-Back Rights. If at any time on or after the Release Date the Company proposes to file by Registration Statement, other than a Registration Statement in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8, then the Company shall (a) give written notice of such proposed filing to the holders of Insider Shares as soon as practicable but in no event less than ten (10) Business Days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (b) offer to the holders of Insider Shares in such notice the opportunity to register such number of Insider Shares as such holders may request in writing within five (5) Business Days following receipt of such notice (a "“Piggy-Back Registration"”). The Company shall cause such Insider Shares to be included in such registration and shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Insider Shares requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Insider Shares in accordance with the intended method(s) of distribution thereof. All holders of Insider Shares who propose to distribute securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.
Appears in 2 contracts
Samples: Registration Rights Agreement (180 Connect Inc.), Arrangement Agreement (Ad.Venture Partners, Inc.)
Piggy-Back Rights. If at any time on or after the Release Date the Company proposes to file a registration statement under the 1933 Act with respect to an offering of equity securities, or securities convertible or exchangeable into equity securities, by Registration Statement, the Company for its own account or by shareholders of the Company for their account (or by the Company and by shareholders of the Company) other than a Registration Statement registration statement (i) on Form S-4 or S-8 (or any substitute or successor form that may be adopted by the Commission), or (ii) filed in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act any employee stock option or pursuant to Form S-8other benefit plan, then the Company shall (ax) give written notice of such proposed filing to the holders of Insider Shares Registrable Securities as soon as practicable but in no event less than ten (10) Business Days 30 days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, ; and (by) offer to the holders of Insider Shares Registrable Securities in such notice the opportunity to register such number of Insider Shares shares of Registrable Securities as such holders may request in writing within five (5) Business Days 15 days following receipt of such notice (a "“Piggy-Back Registration"”). The Company shall cause such Insider Shares Registrable Securities to be included in such registration and shall use commercially reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Insider Shares Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Insider Shares Registrable Securities in accordance with the intended method(s) method of distribution thereof. All holders of Insider Shares who propose to distribute securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.
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Samples: Registration Rights Agreement (General Steel Holdings Inc)
Piggy-Back Rights. If at any time on or after the Release Date the Company proposes to file by Registration Statement, other than a Registration Statement in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8, then the Company shall (a) give written notice of such proposed filing to the holders of Insider Shares as soon as practicable but in no event less than ten (10) Business Days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (b) offer to the holders of Insider Shares in such notice the opportunity to register such number of Insider Shares as such holders may request in writing within five (5) Business Days following receipt of such notice (a "PiggyPIGGY-Back RegistrationBACK REGISTRATION"). The Company shall cause such Insider Shares to be included in such registration and shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Insider Shares requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Insider Shares in accordance with the intended method(s) of distribution thereof. All holders of Insider Shares who propose to distribute securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Ad.Venture Partners, Inc.)
Piggy-Back Rights. If at any time on or after the Release Date Closing, the Company Corporation proposes to file by Registration Statement, other than a Registration Statement in connection with a transaction contemplated by Rule 145(a) promulgated registration statement under the Securities Act (a "Registration Statement") with respect to an offering of securities owned by officers, directors or pursuant to Form S-8ten percent (10%) shareholders of the Corporation, excluding securities purchased in an offering, then the Company Corporation shall (ax) give written notice of such proposed filing to the holders of Insider Shares Subscriber as soon as practicable but in no event less than ten (10) Business Days days before the anticipated filing datedate of the Registration Statement, which notice shall describe the amount and type of securities to be included in such offeringRegistration Statement, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, of the offering, and (by) offer to the holders of Insider Shares Subscriber in such notice the opportunity to register the sale of such number of Insider Shares Securities as such holders the Subscriber may request in writing within five (5) Business Days days following receipt of such notice (a "Piggy-Piggy Back Registration"). The Company Corporation shall cause such Insider Shares the Securities to be included in such registration and shall use commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed underwritten offering to permit the Insider Shares Securities requested to be included in a Piggy-Piggy Back Registration to be included on the same terms and conditions as any similar securities of the Company Corporation and to permit the sale or other disposition of such Insider Shares Securities in accordance with the intended method(s) of distribution thereof. All holders of Insider Shares who propose The Subscriber proposing to distribute securities the Securities through a Piggy-aPiggy Back Registration that involves an Underwriter underwriter or Underwriters underwriters shall enter into an underwriting agreement in customary form with the Underwriter underwriter or Underwriters underwriters selected for such Piggy-suchPiggy Back Registration.
Appears in 1 contract
Samples: Stock Subscription Agreement (Citius Pharmaceuticals, Inc.)