Piggyback Registration Rights. If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file a registration statement under the Securities Act (other than on Forms S-4 or S-8 under the Securities Act or their equivalent), with respect to any shares of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following: (a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and (b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock proposed to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of such securities requested to be included by such Shareholders.
Appears in 2 contracts
Samples: Shareholders' Agreement (Interplay Entertainment Corp), Shareholders' Agreement (Interplay Entertainment Corp)
Piggyback Registration Rights. If at any time while following the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereonClosing Date, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, thereafter the Company Corporation hereafter proposes to file a registration statement under the Securities Act with respect to an offering for its own account of any class of its equity securities (other than a registration statement on Forms S-4 Form S-8 (or S-8 any successor form) or any other registration statement relating solely to employee benefit plans or filed in connection with an exchange offer, a transaction to which Rule 145 (or any successor provision) under the Securities Act applies or their equivalentan offering of securities solely to the Corporation's existing shareholders), with respect then the Corporation shall in each case give written notice of such proposed filing to any the Holder as soon as practicable (but no later than 20 business days) before the anticipated filing date, and such notice shall offer each Holder the opportunity to register such number of shares of Common Restricted Stock (a "Registration Statement")as such Holder may request. Each Holder desiring to have Restricted Stock included in such registration statement shall so advise the Corporation in writing within 10 business days after the date on which the Corporation's notice is so given, it will give written notice, specifying setting forth the form and manner of, and all other relevant facts involved in, such proposed number of shares of Restricted Stock for which registration (including without limitationis requested. If the Corporation's offering is to be an underwritten offering, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sellCorporation shall, subject to the following:
(a) The Company will pay further provisions of this Agreement, use its reasonable best efforts to cause the expense managing underwriter or underwriters to permit the Holders of such registration, except that each holder of the Restricted Securities that are Stock requested to be included in the registration for such registration shall pay all underwriting discounts and commissions applicable offering to his or its include such Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If Stock in such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, offering on the same basis terms and conditions as any similar securities of the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunderCorporation included therein. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering right of Restricted Securities contemplated by such Registration Statement without any obligation each Holder to the holder of any Restricted Securities. If such Registration Statement involves registration pursuant to this Section 2.2 in connection with an underwritten offering by the Company Corporation shall, unless the Corporation otherwise assents, be conditioned upon such Holder's participation as a seller in such underwritten offering and its execution of an underwriting agreement with the managing underwriter advises or underwriters selected by the Company Corporation. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to the Corporation that either because of (a) the kind of securities that the Corporation, the Holders and any other persons or entities intend to include in writing thatsuch offering or (b) the size of the offering that the Corporation, the Holders and any other persons or entities intend to make, the success of the offering would be materially and adversely affected by inclusion of the Restricted Stock requested to be included, then (i) in its the event that the size of the offering is the basis of such managing underwriter's opinion, the number of shares of Common Restricted Stock proposed to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders and offered for the accounts of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to Holders shall be included in such Registration Statement reduced pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of securities requested by such Holders to be registered and offered to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters (provided that if securities are being registered and offered for the account of other persons or entities in addition to the Corporation, such reduction shall not be proportionally greater than any similar reductions imposed on such other persons or entities) and (ii) in the event that the combination of securities to be offered is the basis of such managing underwriters opinion, (x) the Restricted Stock to be included in such registration and offering shall be reduced as described in clause (i) above or (y) if such actions would, in the reasonable judgment of the managing underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Restricted Stock requested to be included by would have on such Shareholdersoffering, such Restricted Stock will be excluded entirely from such registration and offering. Any Restricted Stock excluded from an underwriting shall, if applicable, be withdrawn from registration and shall not, without the consent of the Corporation, be transferred in a public distribution prior to the earlier of ninety (90) days (or such other shorter period of time as the managing underwriter may require) after the effective date of the registration statement or ninety (90) days after the date the Holders of such Restricted Stock are notified of such exclusion.
Appears in 2 contracts
Samples: Registration Rights Agreement (Viseon Inc), Registration Rights Agreement (Viseon Inc)
Piggyback Registration Rights. If the Buyer at any time while or from time to time subsequent to the ----------------------------- Common Stock (shares date of Common Stock and this Agreement proposes to register any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file a registration statement under the Securities Act either for its own account or the account of any selling security holders (other than pursuant to (i) a registration statement on Forms S-4 or S-8 under the Securities Act or their equivalent)any successor or similar forms, with respect (ii) a registration relating solely to a Commission Rule 145 offering, or (iii) a registration on any shares of Common Stock (a "Registration Statement"form that does not permit secondary sales), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), notice to each of the Shareholders that hold Restricted Securities Sellers, Xxxxx and the ESOP of its intention at least thirty twenty (3020) days prior to in advance of the date of filing of the proposed Registration Statementany registration statement with respect thereto. Upon the written request by of any Shareholder of the Sellers, Xxxxx or the ESOP given within fifteen five (155) days after receipt of such notice, the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sellBuyer, subject to the following:
(a) The Company restrictions below, will pay the expense of use commercially reasonable efforts to include in such registration, except that each holder of Restricted Securities that are and in any underwriting involved therein, all the Buyer Common Stock received by the Sellers, Xxxxx or the ESOP pursuant to Section 2.2 included in such request. The method of disposition of such Buyer Common Stock shall be determined solely by the Buyer. If the managing underwriter with respect to such offering requests in that the number of securities to be offered by any or all of the Sellers, Xxxxx or the ESOP be reduced because in the judgment of the managing underwriter the offering would be materially and adversely affected, then such securities shall be reduced by such amount as the managing underwriter may determine so as to not materially and adversely affect the proposed offering. The Buyer may require the Sellers, Xxxxx or the ESOP to furnish to the Buyer such information in writing regarding themselves and the distribution as the Buyer may from time to time reasonably request in writing in order to comply with the Securities Act. The Sellers, Xxxxx and the ESOP agree to notify the Buyer as promptly as practicable of any inaccuracy or change in information they have previously furnished to the Company. The Buyer will promptly notify each of the Sellers, who include Buyer Common Stock in any registration statement (a “Selling Stockholder”) of the effectiveness of the registration statement and will provide each of the Sellers with such numbers of copies of the registration statement and the prospectus included therein as such Selling Stockholder may reasonably request. During the period such registration statement is required to remain effective, the Buyer will promptly notify each Selling Stockholder of the occurrence of any event as a result of which the registration statement or the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Each Selling Stockholder agrees, upon receipt of such notice, forthwith to cease making offers and sales of any shares of Buyer Common Stock pursuant to such registration statement and deliveries of the prospectus contained therein. The Buyer agrees to notify each Selling Stockholder when each post-effective amendment to the Registration Statement has become effective or a supplement to any prospectus forming a part of such registration statement is effective. The Buyer will use its reasonable best efforts to qualify or register the Buyer Common Stock to be sold pursuant to this provision under the securities or “Blue Sky” laws of the fifty states and the District of Columbia; provided, however, that the Buyer shall pay not be obligated to qualify as a foreign corporation to do business under the laws of, or to file any general consent to service of process in, any such jurisdiction. In connection with any registration of the Buyer Common Stock pursuant to this Agreement, to the extent permitted by law, the Buyer shall indemnify each Selling Stockholder and the Selling Stockholders shall indemnify the Buyer in the manner provided below. The Buyer shall indemnify and hold harmless each Selling Stockholder and each of its officers, directors and partners, and such person controlling such Selling Stockholder against all underwriting discounts and commissions losses, claims, damages or liabilities, joint or several, to which such Stockholder may become subject under the Securities Act insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, prospectus or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or any violation of any rule or regulation under the Securities Act or state securities laws applicable to his the Buyer in connection with the registration, qualification or compliance relating to the Buyer Common Stock and the Buyer shall reimburse each such Selling Stockholder (or its Restricted Securities officers, directors and all partners, and person controlling such Selling Stockholder, if applicable) for any legal fees or other expenses reasonably incurred by such Selling Stockholder in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Buyer shall not be required to indemnify and expenses hold harmless or reimburse such Selling Stockholder to the extent that any such loss, claim, damage, liability or expense arises out of his or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any document made in reliance upon and in conformity with written information furnished to the Buyer by or on behalf of such Selling Stockholder with respect to such Selling Stockholder and such Selling Stockholder’s Buyer Common Stock or the distribution thereof for use specifically in the preparation of such documents. Each Selling Stockholder (or its counselofficers, directors and partners, and person controlling such Selling Stockholder, if applicable) shall indemnify and hold harmless the Buyer, each of its directors and officers, and each person, if any; and
, who controls the Buyer within the meaning of the Securities Act, against all losses, claims, damages or liabilities to which the Buyer or any such director or officer or controlling person may become subject, under the Securities Act insofar as such losses, claims, damages or liabilities (bor actions in respect thereof) If arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, prospectus or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or any violation of any rule or regulation under the Securities Act or state securities laws applicable to the Buyer in connection with the registration, qualification or compliance relating to the Buyer Common Stock, in each case to the extent, but only to the extent, that such Registration Statement is for a prospective underwritten offeringuntrue statement or alleged untrue statement, omission or alleged omission, or violation was made in reliance upon and in conformity with written information furnished to the holder agrees to sell his Buyer by or on behalf of such Selling Stockholder (or its Restricted Securitiesofficers, directors and partners, and person controlling such Stockholder, if applicable) with respect to such Selling Stockholder and such Selling Stockholder’s Buyer Common Stock or the Company so requestsdistribution thereof, on for use in the same basis as preparation thereof; and provided, further, however, that the liability of each Selling Stockholder (or its officers, directors and partners, and person controlling such Selling Stockholder, if applicable) hereunder shall be limited to the net proceeds received by such Stockholder from the sale of Buyer Common Stock covered by the registration statement; and such Selling Stockholder shall reimburse the Buyer for any legal or other Restricted Securities being sold under expenses reasonably incurred by the Buyer or any such Registration Statementdirector or officer or controlling person in connection with investigating or defending against any such loss, claim, damage, liability or action. All expenses associated with or incurred in connection with any registration statement filed pursuant to this Agreement, including executing a customary without limitation, registration or filing fees, accounting and legal fees, printing and mailing costs, shall be borne by the Buyer; provided that each Selling Stockholder shall be responsible for paying any underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective discounts, fees or postpone the offering sales commissions or legal fees or expenses of Restricted Securities contemplated counsel retained by such Registration Statement without any obligation to Selling Stockholder in connection with the holder sale of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing thathis, in her or its opinion, the number of shares of Buyer Common Stock proposed to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of such securities requested to be included by such ShareholdersStock.
Appears in 2 contracts
Samples: Merger Agreement (Analex Corp), Merger Agreement (Hadron Inc)
Piggyback Registration Rights. If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes shall determine to file a registration statement register under the Securities Act any of its securities (other than on Forms Form S-8 or Form S-4 or S-8 under their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the Securities Act exercise of stock options, or their equivalent), with respect (iii) pursuant to any shares of Common Stock (a "Registration Statement"employee benefit plans), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration shall send to each holder of Registrable Shares (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be soldas defined below), including each holder who has the right to each acquire Registrable Shares, written notice of the Shareholders that hold Restricted Securities at least such determination and, if within thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, such holder shall so request in writing, the Company will shall use its commercially reasonable efforts to include in such registration statement all or any part of the securities transaction Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by such Registration Statement all the Company, the managing underwriter shall prohibit the inclusion of the Restricted Securities shares of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included Common Stock by selling holders in such registration statement or shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for impose a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, limitation on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of such Common Stock proposed to which may be included in any such Registration Statement exceeds registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental ("piggyback") right to include such securities in the number registration statement and as to which can be sold in inclusion has been requested pursuant to such offering without materially right and adversely affecting the successful marketing thereof, the Company will include in there is first excluded from such Registration Statement to the extent of the number of registration statement all shares of Common Stock which the Company is so advised can sought to be sold in such offering without such material adverse effect included therein by (i) firstany holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. "Registrable Shares" means the shares of Common Stock proposed by included in the Company to be sold for its own account; (ii) second, Units and the shares of Common Stock proposed to be registered by other shareholders of underlying the Company pursuant to a written demand registration rightWarrants included in the Units; and (iii) thirdprovided, other however, that shares of Common Stock requested shall cease to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number Registrable Shares upon any sale of such securities requested shares pursuant to be included by such Shareholders(i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities Act.
Appears in 2 contracts
Samples: Subscription Agreement (Mediavest, Inc.), Subscription Agreement (Mediavest, Inc.)
Piggyback Registration Rights. If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company Savvis proposes to file register any of its common stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (other than a registration statement on Form S-4 or Form S-8 promulgated under the Securities Act (or any successor forms thereto) or any other than on Forms S-4 or S-8 under form not available for registering the Securities Act or their equivalent), with respect Restricted Stock for sale to any shares of Common Stock (a "Registration Statement"the public), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, notice (each such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discountsnotice a "Piggyback Notice") at which such time to Reuters of its intention to do so. Subject to paragraph (j) below, upon the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder of Reuters, given within fifteen (15) 30 days after receipt by such holder of such noticethe Piggyback Notice, to register any of its Restricted Stock (which request shall state the Company amount of Restricted Stock to be so registered and the intended method of disposition thereof), Savvis will include use its reasonable best efforts to cause the Restricted Stock, as to which registration shall have been so requested, to be included in the securities transaction to be registered covered by such Registration Statement the registration statement proposed to be filed by Savvis, all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
extent requisite to permit the sale or other disposition by Reuters (ain accordance with its written request) The Company will pay the expense of such registrationRestricted Stock so registered; provided, except nothing herein shall prevent Savvis from abandoning or delaying such registration at any time. In the event that each holder any registration referred to in this paragraph (d) shall be, in whole or in part, an underwritten public offering of common stock of Savvis, any request by Reuters pursuant to this paragraph (d) to register Restricted Stock shall specify either that (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Savvis common stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. The number of shares of Restricted Securities that are Stock to be included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, may be reduced (pro rata among all requesting stockholders based on the number of shares of Common Stock proposed common stock of Savvis so requested to be included in such Registration Statement exceeds the number which can be sold in such offering without materially registered) if, and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent that the managing underwriter of such offering shall be of the number of shares of Common Stock which good faith opinion that, such inclusion would adversely affect the Company is so advised can be sold in such offering marketing (including, without such material adverse effect (i) firstlimitation, the shares offering price) of Common Stock proposed by the Company securities to be sold by Savvis therein, or by the other security holders for its own account; (ii) second, whose benefit the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of such securities requested to be included by such Shareholdersstatements has been filed.
Appears in 2 contracts
Samples: Registration Rights Agreement (Savvis Communications Corp), Registration Rights Agreement (Reuters Group PLC)
Piggyback Registration Rights. If at any time while the ----------------------------- Savvis proposes to register any of its Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file other than a registration statement on Form S-4 or Form S-8 promulgated under the Securities Act (or any successor forms thereto) or any other than on Forms S-4 or S-8 under form not available for registering the Securities Act or their equivalent), with respect Restricted Stock for sale to any shares of Common Stock (a "Registration Statement"the public), it will give written notice, specifying notice (each such notice a "Piggyback Notice") at such time to each Investor of its intention to do so. Upon the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller written request of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold)Investor, to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder given within fifteen (15) 30 days after receipt by such holder of such noticethe Piggyback Notice, to register any of its Restricted Stock (which request shall state the Company amount of Restricted Stock to be so registered and the intended method of disposition thereof), Savvis will include use its reasonable best efforts to cause the Restricted Stock, as to which registration shall have been so requested, to be included in the securities transaction to be covered by the registration statement proposed to be filed by Savvis, all to the extent requisite to permit the sale or other disposition by such Investor (in accordance with its written request) of such Restricted Stock so registered; provided, nothing herein shall prevent Savvis from abandoning or delaying such registration at any time. In the event that any registration referred to in this paragraph (d) shall be, in whole or in part, an underwritten public offering of Common Stock of Savvis, any request by an Investor pursuant to this paragraph (d) to register Restricted Stock shall specify either that (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Savvis Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of Common Stock in reasonably similar circumstances. The number of shares of Restricted Stock to be included in such an underwritten offering may be reduced (x) if the stockholder or stockholders of Savvis requesting to have shares of Restricted Stock included in a registration contemplated by this Section 3(d) are Investors, pro rata among the requesting Investors based upon the number of shares of Restricted Stock so requested to be registered by such Registration Statement all or (y) if stockholders of the Restricted Securities Savvis other than Investors also request to have their shares of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are Common Stock included in such a registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to this Section 3(d), pro rata among all the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, requesting stockholders based upon the number of shares of Common Stock proposed of Savvis so requested to be included in such Registration Statement exceeds the number which can be sold in such offering without materially registered, if and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent that the managing underwriter of such offering shall be of the number of shares of Common Stock which good faith opinion that such inclusion would adversely affect the Company is so advised can be sold in such offering marketing (including, without such material adverse effect (i) firstlimitation, the shares offering price) of Common Stock proposed by the Company securities to be sold by Savvis therein, or by the other security holders for its own account; (ii) second, whose benefit the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of such securities requested to be included by such Shareholdersstatements has been filed.
Appears in 2 contracts
Samples: Investor Rights Agreement (Welsh Carson Anderson Stowe Viii Lp), Investor Rights Agreement (Reuters Group PLC /Adr/)
Piggyback Registration Rights. If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company Whenever Licensee proposes to file a registration statement register any of its securities under the Securities Act of 1933 (the “Securities Act”) for sale in a public offering (other than on Forms S-4 or S-8 (i) its initial offering to the public generally, (ii) pursuant to a shelf registration pursuant to Rule 415 under the Securities Act Act, or their equivalent(iii) a registration on Form S-8 or Form S-4, or the analogous forms permitted to small business issuers pursuant to the Exchange Act), with respect the Licensee shall give written notice to The Regents of its intention to effect such a registration. Such notice will offer to The Regents the opportunity to have any shares or all of Common Stock the securities held by The Regents included in such registration statement (a "Registration Statement"“Piggyback Registration”), . If The Regents desires to have its securities registered under this Section it will give written notice, specifying shall so advise the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) Licensee in writing within 30 days prior to after the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such noticenotice from the Licensee (which request shall set forth the amount of securities for which registration is requested), the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to selland, subject to the followinglimitations and conditions set forth herein, the Licensee shall include such securities in the Piggyback Registration without consideration from The Regents for the cost of registration. The Piggyback Registration rights granted herein shall be subject to the following conditions and limitations:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(bi) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter or underwriters of any such proposed public offering advises the Company in writing that, in its opinion, Licensee that the number total amount of shares of Common Stock proposed securities which the purchaser intended to be included in such Registration Statement exceeds proposed public offering is sufficiently large to adversely affect the number which can be sold in success of such offering without materially and adversely affecting proposed public offering, then the successful marketing thereof, the Company will include in such Registration Statement to the extent amount of the securities to be offered for the accounts of The Regents shall be reduced pro rata, based upon the aggregate number of shares of Common Stock which the Company is so advised can be sold in security holders requesting such offering without such material adverse effect registration (i) first, the shares of Common Stock proposed except for those securities offered by the Company to be sold for its own account; (iiLicensee and holders of senior registration rights) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested securities intended to be included in such Registration Statement pro rata among all Shareholders offering and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of securities to be offered for the account of each such holder of the Shares, to the extent necessary to reduce the total amount of securities requested to be included in such proposed public offering to the amount recommended by such Shareholdersmanaging underwriter or underwriters before the securities offered by the Licensee are so reduced; and
(ii) The price at which the shares of The Regents are offered to the public shall be the same as the price at which the other shares of the Licensee securities then registered are offered to the public. Notwithstanding the above, if the Licensee registers any securities under the Securities Act, the Licensee shall include the securities of The Regents in such registration at the expense of the Licensee. The Regents expressly acknowledges that the registration rights contained in this section, including the Piggyback Registration, shall be junior in all respects to the registration rights the Licensee has granted to the holders of the Licensee’s preferred stock.
Appears in 2 contracts
Piggyback Registration Rights. If the Company at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file register any of its securities under the Act, except on a registration statement under the Securities Act (other than on Forms S-4 Form S-8 or S-8 under the Securities Act or their equivalent), with respect to any shares of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such noticeForm S-4, the Company will include in use its best efforts to cause all of the securities transaction shares of common stock underlying the Warrants owned by Holder to be registered by such Registration Statement all of under the Restricted Securities of Act (with the securities which the Company that such Shareholder desires at the time propose to sellregister), subject all to the following:
(a) The extent requisite to permit the sale or other disposition by the Holder; provided, however, that the Company will pay the expense of may, as a condition precedent to its effecting such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable require the Holder to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by agree with the Company and the managing underwriter advises or underwriters of the offering to be made by the Company in connection with such registration that the Holder will not sell any securities of the same class or convertible into the same class as those registered by the Company (including any class into which the securities registered by the Company are convertible) for such reasonable period after such registration becomes effective as shall then be specified in writing that, by such underwriter or underwriters if in its opinionthe opinion of such underwriter or underwriters the Company's offering would be materially adversely affected in the absence of such an agreement (“underwriter’s lock-up”). Additionally, the number managing underwriter or underwriters of shares of Common Stock proposed the offering to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, made by the Company will include in connection with such Registration Statement to the extent of the number of shares of Common Stock which registration may require that Holder enter into an agreement with the Company is so advised can be sold in such offering without such material adverse effect (i) first, that only a percentage of the shares of Common Stock proposed common stock underlying the Warrants owned by Holder be registered on such registration statement if in the opinion of such underwriter or underwriters the Company's offering would be materially adversely affected in the absence of such an agreement (“underwriter’s carve-out”). All expenses incurred by the Company to be sold in complying with this Section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accounts, or counsel for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant and or counsel for the Holder and the expense of any special audits incident to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to or required by any such registration on and the basis expenses of complying with the number securities or blue sky laws of such any jurisdiction shall be paid by the Company. Notwithstanding the foregoing, Holder shall pay all underwriting discounts or commissions with respect to any securities requested to be included sold by such Shareholdersthe Holder.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Remedent Usa Inc/Az), Warrant Agreement (Remedent Usa Inc/Az)
Piggyback Registration Rights. If at any time while Parent agrees that if, after the ----------------------------- Common Stock (shares date of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstandingissuance of the Holdback Parent Shares, the Company proposes to file Board of Directors of Parent shall authorize the filing of a registration statement under the Securities Act (other than a registration statement (i) filed in connection with an offering of securities to employees or directors of Parent pursuant to any employee stock option or other benefit plan, (ii) filed on Forms Form S-4 or S-8 under or any successor to such forms, (iii) for an exchange offer or offering of securities solely to Parent’s existing security holders, (iv) for a dividend reinvestment plan, or (v) solely in connection with a merger, share capital exchange, asset acquisition, share purchase, reorganization, amalgamation, subsequent liquidation, or other similar business transaction that results in all of Parent’s shareholders having the Securities Act right to exchange their common stock for cash, securities or their equivalent)other property of a non-capital raising bona fide business transaction) in connection with the proposed offer of any of its securities by it or any corporation with which it may combine or merge, with respect Parent shall: (A) promptly notify Seller that such registration statement will be filed and that the Holdback Parent Shares issued pursuant to this Agreement and then held by Seller and any shares of Common Stock Parent Closing Shares not previously registered pursuant to Section 8.7(a) and then held by Seller (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitationcollectively, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts“Registrable Securities”) at which the Restricted Securities are expected to will be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay statement at Seller’s request; (B) cause such registration statement to cover all underwriting discounts of the Registrable Securities issued to Seller for which Seller requests inclusion; (C) use reasonable best efforts to cause such registration statement to become effective as soon as practicable; and commissions applicable (D) take all other reasonable action necessary under any federal or state law or regulation of any Governmental Authority to his permit all such Registrable Securities that have been issued to Seller to be sold or its Restricted otherwise disposed of, and will maintain such compliance with each such federal and state law and regulation of any Governmental Authority for the period necessary for Seller to promptly effect the proposed sale or other disposition, but no later than the date that, assuming compliance with all of the requirements of Rule 144 promulgated under the Securities and all legal fees and expenses of his or its counselAct, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees Seller would be entitled to sell his or its Restricted Securities, if all the Company so requests, on the same basis as the other Restricted Registrable Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement pursuant to Rule 144 without any obligation to the holder of any Restricted Securitieslimitation. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock proposed Seller desires to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent registration statement all or any part of the number Registrable Securities held by it, it shall, within twenty (20) days after the above-described notice from Parent, so notify Parent in writing. Such notice shall state the intended method of shares disposition of Common Stock which the Company is so advised can Registrable Securities by Seller. If Seller decides not to include all of its Registrable Securities in any registration statement thereafter filed by Parent, Seller shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be sold filed by Parent with respect to offerings of its securities, all upon the terms and conditions set forth herein. As used in such offering without such material adverse effect (i) firstthis Section 8.7, the shares term “Registrable Shares” refers includes all securities received in replacement of Common Stock proposed or in connection with such Registrable Shares pursuant to stock dividends or splits, all securities received in replacement of such Registrable Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Seller is entitled by the Company to be sold for its own account; (ii) second, the shares reason of Common Stock proposed to be registered by other shareholders Seller’s ownership of the Company pursuant Registrable Shares. The obligations of Parent under this Section 8.7(b) is conditioned upon Seller’s furnishing Parent with a selling holder questionnaire in form and substance reasonably satisfactory to a written demand registration right; Parent and (iii) third, other shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of such securities requested to be included by such Shareholdersits counsel.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cellular Biomedicine Group, Inc.), Asset Purchase Agreement (Cellular Biomedicine Group, Inc.)
Piggyback Registration Rights. If the Company at any time while from the ----------------------------- date of the issuance of the Option through the Expiration Date, proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4, S-8 and any successor forxx xxxxxxo), each such time it will give written notice to such effect to the Optionee at least 30 days prior to such filing. Upon the written request of the Optionee received by the Company within 20 days after the giving of any such notice by the Company to register any of shares of Common Stock (Stock, the Company will cause the shares of Common Stock and any as to which registration shall have been so requested to be Included in the securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, be covered by the Company proposes to file a registration statement under proposed to be filed by the Securities Act (Company, all to the extent required to permit the sale or other than on Forms S-4 or S-8 under disposition by the Securities Act or their equivalent), with respect to any Optionee of such shares of Common Stock (a "Registration Statement")so registered. Notwithstanding the foregoing, it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, the Company will include in the securities transaction event that any registration pursuant to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sellthis Section 7 shall be, subject to the following:
(a) The Company will pay the expense of such registrationin whole or in part, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective an underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the public offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinionCommon Stock, the number of shares of Common Stock proposed to be included in such Registration Statement exceeds an underwriting may be reduced (pro rata among the number which can be sold in such offering without materially requesting Optionees) and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent of other selling stockholders (based upon the number of shares of Common Stock which requested to be registered by them) if and to the Company is so advised can extent that the managing underwriter shall be sold in of the good faith opinion that such offering without inclusion would adversely affect the success of such material adverse effect (i) firstan underwriting, the provided, that such number of shares of Common Stock proposed by the Company to shall not be sold for its own account; (ii) second, the reduced if any shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested are to be included in such Registration Statement pro rata among all Shareholders and underwriting for the account of any person other Persons with piggyback than the Company or requesting Optionees of shares of Common Stock. In the event of such a reduction, the Company agrees to file a registration rights both requesting and entitled to such registration on statement for the basis resale of the number shares underlying this Option not included in such underwritten offering within ninety (90) days of such securities requested the date that the underwritten offering is declared effective by the Securities and Exchange Commission. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to be included by such Shareholdersin this Section 7 without thereby incurring any liability to the Optionees of shares of Common Stock.
Appears in 2 contracts
Samples: Exchange Agreement (Lyndoch Estate Wines, Inc.), Exchange Agreement (Friday Night Entertainment Corp)
Piggyback Registration Rights. If at During the period commencing on the issuance of any time while Conversion Shares to the ----------------------------- Common Stock Payee and ending on the second anniversary thereof (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as the "Restricted SecuritiesRegistration Period") is outstanding), the Company proposes Payor shall advise the Payee by written notice at least 30 days prior to file a the filing of any new registration statement or post-effective amendment thereto under the Securities Act of 1933, as amended (the "Act") covering any securities of the Payor, for its own account or for the account of others (other than a registration statement on Forms Form S-4 or S-8 under the Securities Act or their equivalentany successor forms thereto), with respect and will include in any such post-effective amendment or registration statement, such information as may be required to any shares permit a public offering of Common Stock the Conversion Shares (a the "Registration StatementRegistrable Securities"). The Payor shall supply prospectuses and such other documents as the Payee may request in order to facilitate the public sale or other disposition of the Registrable Securities, it will give written notice, specifying use its best efforts to register and qualify any of the form Registrable Securities for sale in such states as the Payee designates provided that the Payor shall not be required to qualify as a foreign corporation or a dealer in securities or execute a general consent to service of process in any jurisdiction in any action and manner of, do any and all other relevant facts involved in, such proposed registration (including without limitation, acts and things which may be reasonably necessary or desirable to enable the identity Payee to consummate the public sale or other disposition of the Registrable Securities. The Payor shall use its best efforts to cause the managing underwriter and or underwriters of a proposed underwritten offering to permit the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Registrable Securities are expected requested to be sold), included in the registration to each include such securities in such underwritten offering on the same terms and conditions as any similar securities of the Shareholders that hold Restricted Securities at least thirty (30) days prior to Payor included therein. Notwithstanding the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securitiesforegoing, if the Company so requestsmanaging underwriter or underwriters of such offering advises the Payee that the total amount of securities which it intends to include in such offering is such as to materially and adversely affect the success of such offering, on then the same basis as amount of securities to be offered for the other Restricted Securities being sold under such Registration Statementaccount of the Payee shall be eliminated, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective reduced, or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation limited to the holder extent necessary to reduce the total amount of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock proposed securities to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent of amount, if any, recommended by such managing underwriter or underwriters. The Payee will pay its own legal fees and expenses and any underwriting discounts and commissions on the number of shares of Common Stock which the Company is so advised can be securities sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to Payee but shall not be sold responsible for its own account; (ii) second, the shares of Common Stock proposed to be registered by any other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number expenses of such securities requested to be included by such Shareholdersregistration.
Appears in 1 contract
Piggyback Registration Rights. If at (i) If, during any time while the ----------------------------- Common Stock (period when either Blue Chip or Miami Valley holds shares of Common Stock and any securities issued as a dividend thereonPreferred Stock, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file Regent files a registration statement under with the Securities Act SEC to register for public offering its common stock (other than on Forms S-4 or S-8 under the Securities Act or their equivalent), with respect to any shares of "Regent Common Stock (a "Registration StatementStock"), it will Regent shall give at least 45 days' advance written notice to Blue Chip or Miami Valley, as the case may be, of its intent to file such registration statement. If so requested by either Blue Chip or Miami Valley within 30 days after the giving of such written notice, specifying to the form extent then permissible under federal and manner ofapplicable state securities laws, and all other relevant facts involved in, such proposed registration (including without limitation, the identity rules and regulations of the managing underwriter and SEC thereunder, Regent shall include in such registration statement for resale for Blue Chip's or Miami Valley's account such portion of the estimated price shares into which the Preferred Stock held by Blue Chip or Miami Valley is then convertible (net to the seller "Conversion Stock"), as Blue Chip or Miami Valley shall request, except where the inclusion of any underwriting commissions and discountsor all of Blue Chip's or Miami Valley's Conversion Stock is not permitted by Regent's underwriter(s) at which based on bona fide market considerations as specified below. To the Restricted Securities are expected to be sold)extent Blue Chip's or Miami Valley's Conversion Stock is not included in such registration statement, to each either as a result of Blue Chip's or Miami Valley's requesting inclusion of less than all of such stock, of Blue Chip's or Miami Valley's not requesting inclusion within the Shareholders that hold Restricted Securities at least thirty (30) days prior day period specified above, or of the operation of the "underwriter out" specified below, such remaining shares of Conversion Stock shall continue to be subject to this Paragraph 12E and eligible for inclusion in any subsequent registration effected by Regent pursuant to this Paragraph 12E.
(ii) Regent shall not be required to include any shares of Conversion Stock in any registration statement to the date of filing of extent the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the public offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company underwriting, and the managing underwriter thereof advises the Company Regent in writing that, in its opinion, the number of shares of Conversion Stock requested to be included, when added to the number of shares of Regent Common Stock proposed desired to be included in such Registration Statement offered by Regent, exceeds the number which that can be sold in such offering without materially and adversely affecting offering, at a price reasonably related to fair market value. To the successful marketing thereofextent the managing underwriter provides such advice, the Company will include in Conversion Stock to be included on behalf of Blue Chip and Miami Valley, and any other shares to be registered pursuant to such Registration Statement to the extent on behalf of another selling stockholder, shall be reduced pro rata, taking into account the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed requested to be registered by Blue Chip or Miami Valley and any other shareholders of the Company pursuant to a written demand registration right; and selling stockholders.
(iii) thirdAt the time of any registration pursuant to this Paragraph 12E, Regent, Blue Chip and Miami Valley shall enter into any underwriting or other shares formal agreements containing such terms and provisions with respect to the marketing of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders securities, indemnification and other Persons with piggyback registration rights both requesting and entitled to related matters as may be reasonably required by Regent's underwriter(s) in any such registration on the basis registration. As a condition of the number inclusion of the Conversion Stock in any such registration, Blue Chip and Miami Valley agree to furnish to Regent such information concerning Blue Chip and Miami Valley as may be requested by Regent as necessary in connection with the registration or qualification of the Conversion Stock under federal and state securities requested to be included by such Shareholderslaws.
Appears in 1 contract
Samples: Merger Agreement (Faircom Inc)
Piggyback Registration Rights. If If, at any time while after the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstandingInitial Closing Date, the Company Buyer proposes to file a registration statement register any of its securities under the Securities Act of 1933, as amended (other than the “Securities Act”) either for its own account or for the account of others, in connection with the public offering of such equity securities solely for cash, on Forms S-4 or S-8 under a registration form that would also permit the Securities Act or their equivalent), with respect to any shares registration of the Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitationStock, the identity Buyer shall promptly give the Seller written notice of the managing underwriter and the estimated price such proposal. Within twenty (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (1520) days after receipt of such noticethe notice is given, the Company will include in the securities transaction Seller shall give notice as to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock, if any, the Seller requests be registered simultaneously with such registration by the Buyer. The Buyer shall use its best efforts to include such Common Stock proposed in such registration statement which the Seller requests to be so included and to cause such registration statement to become effective with respect to such Common Stock. If at any time after giving written notice of its intention to register equity securities and before the effectiveness of the registration statement filed in connection with such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereofregistration, the Company will include in Buyer determines for any reason either not to effect such Registration Statement registration or to delay such registration, the Buyer will, at its election, by delivery of written notice to the extent Seller, (i) in the case of a determination not to effect registration, be relieved from the obligation to register the Common Stock in the proposed registration statement, or (ii) in the case of a determination to delay registration, delay the registration of the Common Stock. Further, if in connection with an underwritten public offering for the account of the Buyer the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock common stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to may be included in the registration statement because, in such Registration Statement pro rata among all Shareholders and underwriter(s) judgment, marketing or other Persons with piggyback registration rights both requesting and entitled factors dictate such limitation is necessary to facilitate public distribution, then the Buyer shall be obligated to include in such registration on the basis statement only such limited portion of the number of Common Stock with respect to which such securities Seller has requested to be included by such Shareholdersinclusion hereunder as the underwriter shall reasonably permit.
Appears in 1 contract
Samples: Asset Purchase Agreement (Iota Communications, Inc.)
Piggyback Registration Rights. If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file a registration statement register any of its equity securities under the Securities Act for sale to the public, (other than on Forms S-4 (i) in connection with a registration of any employee benefit, retirement or S-8 similar plan, (ii) with respect to a transaction pursuant to Rule 145 under the Securities Act Act, or their equivalent(iii) in connection with an exchange offer), with respect to any shares of Common Stock (a "Registration Statement")whether or not for sale for its own account, each such time it will give written notice, specifying the form and manner of, and notice to all other relevant facts involved in, such proposed registration (including without limitation, the identity Holders of the managing underwriter and the estimated price (net its intention to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) do so no less than 30 days prior to the date of anticipated filing date. Upon the written request received by the Company from any Holder no later than the 15th day after receipt by such Holder of the proposed Registration Statement. Upon written notice sent by the Company (which request by any Shareholder within fifteen (15) days after receipt shall state the intended method of such noticedisposition thereof), the Company will include use best efforts to cause the Registrable Securities as to which registration shall have been so requested to be included in the securities transaction to be registered covered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing all to the extent required to permit the sale or other disposition by each Holder (in accordance with its written request) (each, a customary underwriting agreement and providing customary representations and warranties thereunder. The “Participating Holder”) of such Registrable Securities so registered; provided, however, that the Company may withdraw at any Registration Statement before it becomes effective or postpone time prior to the offering effectiveness of Restricted Securities contemplated by any such Registration Statement without any obligation Statement, in its sole discretion and upon written notice to the holder of Participating Holders, abandon any Restricted Securities. If such Registration Statement involves an underwritten proposed offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the which any Holder had requested to participate. The number of shares of Common Stock proposed Registrable Securities to be included in such Registration Statement exceeds a registration may be reduced or eliminated if and to the number extent, in the case of an underwritten offering, the managing underwriter (which can shall be sold an underwriter reasonably acceptable to the Participating Holders in the case of any underwritten offering) shall advise the Company that such offering without inclusion would materially and adversely affecting jeopardize the successful marketing thereof, the Company will include in such Registration Statement to the extent of the securities (including the Registrable Securities) proposed to be sold therein; provided, however, that such number of shares of Common Stock which the Company is so advised can Registrable Securities shall not be sold reduced if any securities included in such offering without such material adverse effect (i) first, registration are included other than for the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders account of the Company pursuant to a written demand registration right; and (iii) third, other unless the shares of Common Stock requested to be included in the Registration for the account of such Registration Statement Persons are also reduced on a pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of such securities requested to be included by such Shareholdersbasis.
Appears in 1 contract
Piggyback Registration Rights. If at any time while (i) Each holder of Notes, Warrants, Conversion Shares or Warrant Shares is hereby granted the ----------------------------- Common Stock right to “piggyback” the Conversion Shares and Warrant Shares issuable and/or issued upon conversion of the Notes and/or exercise of the Warrants (such shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III being referred to herein as "Restricted “Registrable Securities"”) is outstanding, on each registration statement (a “Registration Statement”) filed by the Company proposes so long as the registration form to file be used is suitable for the registration of the Registrable Securities (a registration statement under “Piggyback Registration”) (it being understood that the Securities Act (other than on Forms Form S-8 and Form S-4 or S-8 under the Securities Act or their equivalentmay not be used for such purposes), with respect to all at the Company’s cost and expense (except commissions or discounts and fees of any shares of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counselholders’ own professionals, if any; and
it being understood that the Company shall not be obligated to pay the fees of more than one counsel for the holders of the Registrable Securities); provided, however, that this paragraph (bi) If shall not apply to any Registrable Securities if such Registration Statement is for a prospective underwritten offeringRegistrable Securities may then be sold under Rule 144 (assuming the holder’s compliance with the provisions of the Rule) and the Company delivers an opinion to that effect to the transfer agent; and provided, the holder agrees to sell his or its Restricted Securitiesfurther, that if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing offering with respect to which a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective registration statement is filed is an underwritten primary or postpone the secondary offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company Company’s securities and the managing underwriter advises the Company in writing that, that in its opinion, opinion the number of shares of Common Stock proposed 138358.00102/7090676v.8 securities requested to be included in such Registration Statement registration exceeds the number which that can be sold in such offering without materially and adversely affecting such underwriter’s ability to effect an orderly distribution of such securities or otherwise adversely affecting such offering (including, without limitation, causing a diminution in the successful marketing thereof, offering price of the Company’s securities) the Company will include in such Registration Statement to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect registration statement: (iA) first, the shares of Common Stock proposed by the Company to be securities being sold for its own accountthe account of the Company; (iiB) second, the shares number of Common Stock proposed securities with respect to be registered by other shareholders of which the Company pursuant has granted rights to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included participate in such Registration Statement registration (including the Registrable Securities) that, in the opinion of such underwriter, can be sold pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to the respective holders of such registration securities on the basis of the amount of such securities then owned by each such holder. The Company shall give each holder of Registrable Securities at least fifteen (15) days written notice of the intended filing date of any registration statement, other than a registration statement filed on Form S-8 or Form S-4 and each holder of Registrable Securities shall have seven (7) days after receipt of such notice to notify the Company of its intent to include the Registrable Securities in the registration statement.
(ii) At least five (5) business days prior to the first anticipated filing date of each Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor with respect to such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request and provide such information and documents to the Company within five (5) business days of a request for such information or documents. If such requested information and/or documents are not provided to the Company within such time period, the Company may exclude such Investor’s Registrable Securities from the Registration Statement. If such Investor’s Registrable Securities are excluded from the Registration Statement, such number of such securities requested Registrable Securities shall be allocated pro rata to the Investors whose Registrable Securities will be included in the Registration Statement.
(iii) Each Investor agrees that, upon receipt of any notice from the Company of the issuance of any stop order or other suspension of effectiveness with respect to a Registration Statement or the happening of an event that as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be included by stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, which requires the Company to file an amendment to the Registration Statement, such ShareholdersInvestor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended prospectus or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary herein, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in connection with any sale of Registrable Securities with respect to which such Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described above and for which such Investor has not yet settled. 138358.00102/7090676v.8
(iv) Each Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.
(v) If, at any time after giving written notice of its intention to register any 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 register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to all holders of the Registrable Securities and (A) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration and (B) in the case of a determination to delay such registration of its securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other Company securities.
Appears in 1 contract
Piggyback Registration Rights. If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company AFI proposes to file a registration statement under the Securities Act (of 1933, other than on Forms S-4 or S-8 under a registration statement providing for the Securities Act or their equivalent), registration of stock to be issued upon the exercise of warrants issued in connection with respect to any shares the Plan of Common Stock Reorganization (a "Registration Statement"), ) at any time within two (2) years after the Closing Date with respect to an offering of common stock (other than a Registration Statement on Form S-8 or Form S-4) it will promptly give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net notice thereof to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty within twenty (3020) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, the Company will include in the securities transaction to be registered by such Registration Statement all and such notice will offer the Shareholders the opportunity to register such number of Shares as the Restricted Securities of Shareholders may request. AFI will use its best efforts to cause the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense managing underwriter of such registration, except that each holder of Restricted Securities that are included offering to permit the requesting Shareholders to include the Shares in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, offering on the same basis terms and conditions as the other Restricted Securities common stock being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunderoffered thereby. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock proposed Shares to be included in such Registration Statement exceeds offering may be reduced as the number which can be sold managing underwriter deems appropriate; provided however, that if shares of common stock are included in the offering, any such offering without materially and adversely affecting the successful marketing thereof, the Company will include reduction in such Registration Statement to the extent of the number of Shares of any Shareholder will be reduced pro rata with any reduction in the number shares of Common Stock which common stock sought to be included in the Company is so advised can be sold registration by all other holders participating in the offering. The selection of the underwriters for any such offering shall be in the sole discretion of AFI. AFI will pay all reasonable expenses associated with the registration and sale of the Shares, including, without limitation, expenses for accounting, printing, registration and distribution fees and expenses, except that the Shareholders shall pay the expenses of their own legal counsel and all commissions and underwriting discounts payable with respect to the Shares. If any of the Shares are included in any registration pursuant to this section, each Shareholder shall take such material adverse effect action and furnish AFI with such information regarding and relating to the distribution of the Shares as AFI may from time to time reasonably request and as shall be required in connection with any registration, qualification or compliance referred to in this Agreement, including, without limitation, the following: (i) first, the shares enter into an appropriate underwriting agreement containing terms and provisions then customary in agreements of Common Stock proposed by the Company to be sold for its own accountthat nature; (ii) secondenter into such customary agreements, the shares powers of Common Stock proposed to attorney and related documents at such time and on such terms and conditions as may then be registered by other shareholders of the Company pursuant to a written demand registration rightcustomarily required in connection with such offering; and (iii) third, other shares distribute the Shares only in accordance with and in the manner of Common Stock requested to be included in such distribution contemplated by the applicable Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of such securities requested to be included by such Shareholdersprospectus.
Appears in 1 contract
Piggyback Registration Rights. If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company GTL proposes to file a registration statement register any Warrant Shares under the Securities Act for its own account (other than on Forms S-4 (i) pursuant to Section 5.1 hereof, (ii) securities to be issued pursuant to a stock option or S-8 under the Securities Act other employee benefit or their equivalentsimilar plan, and (iii) securities proposed to be issued in exchange for securities or assets of, or in connection with a merger or consolidation with, another corporation), with respect to any shares of Common Stock (a "Registration Statement")GTL shall, it will as promptly as practicable, give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net notice to the seller Warrant Holders of any underwriting commissions and discounts) at which the Restricted Securities are expected GTL's intent to be sold)effect such registration. If, to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) 15 days after receipt of such notice, a Warrant Holder submits a written request to GTL specifying the Company will amount of Warrant Shares that it proposes to sell or otherwise dispose of in accordance with this Section 5.2, then GTL shall use its reasonable efforts to include the securities specified in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of Registering Holder's request in such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter of such offering reasonably determines in good faith and advises the Company Registering Holders in writing that, that the inclusion in its opinion, the number registration statement of shares of Common Stock all the Warrant Shares proposed to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting would interfere with the successful marketing thereofof the securities proposed to be registered, then the Company will include in managing underwriter of such Registration Statement to the extent of offering shall limit the number of shares of Common Stock which Subject Securities included in the Company is offering so advised can be sold in as to eliminate such offering without such material adverse effect (i) first, by reducing the shares number of Common Stock proposed Subject Securities to be included by the Company to be sold for its own account; Registering Holders on a pro rata basis (ii) second, measured by a fraction the shares numerator of Common Stock proposed to be registered by other shareholders which is the number of the Company pursuant to Subject Securities that a written demand registration right; and (iii) third, other shares of Common Stock requested Registering Holder intended to be included in such Registration Statement pro rata among all Shareholders the registration and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis denominator of which is the total number of such securities requested Subject Securities intended to be included by all Registering Holders). No registration effected under this Section 5.2 shall relieve GTL of its obligation to effect any registration upon request under Section 5.1. If the Registering Holders are permitted to participate in a proposed offering pursuant to this Section 5.2, GTL thereafter may determine either not to file a registration statement relating thereto, or to withdraw such Shareholdersregistration statement, or otherwise not to consummate such offering, without any liability hereunder.
Appears in 1 contract
Samples: Fee Agreement (Globalstar Lp)
Piggyback Registration Rights. a If at any time while Libsyn determines to proceed with the ----------------------------- Common Stock (shares preparation and filing with the Commission of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file a registration statement within 180 days after the date of this Agreement relating to an offering for its own account or the account of others under the Securities Act (Act, of any of its Common Stock, other than on Forms Form S-4 or Form S-8 (each as promulgated under the Securities Act Act) or their equivalent)then equivalents relating to equity securities issuable in connection with stock options or other employee benefit plans, with respect to any shares of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net then Libsyn shall send to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities Holders written notice at least thirty (30) 10 days prior to the date of filing of the proposed any such Registration Statement. Upon written request by any Shareholder If within fifteen (15) seven days after receipt of such noticenotice the Holders so request in writing that its Registration Securities be included in such Registration Statement, then Libsyn shall use commercially reasonable efforts to include such Registrable Securities therein; provided, however, that if at any time after giving written notice of its intention to register any of its Common Stock and prior to the Company will effective date of the Registration Statement filed in connection with such Registration, Libsyn determines for any reason not to register or to delay Registration of such shares at that time, then Libsyn may, at its election, give written notice of such determination to the Holders and, thereupon, (a) in the case of a determination not to register, Libsyn is relieved of its obligation to register the Registrable Securities (provided, however, that Libsyn is obligated to register the Registered Securities in accordance with the terms of this Agreement if Libsyn thereafter determines to register its Common Stock), and (b) in the case of a determination to delay registering, Libsyn may delay registering the Registrable Securities for the same period as the delay in registering such other shares. Libsyn shall use commercially reasonable efforts to include in the securities transaction to be registered by such Registration Statement all of the Restricted Registrable Securities included in such request; provided, however, that Libsyn is not required to register any of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Registrable Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted eligible for sale without volume limitation under Rule 144 under the Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock proposed to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of such securities requested to be included by such ShareholdersAct.
Appears in 1 contract
Samples: Registration Rights Agreement (Liberated Syndication Inc.)
Piggyback Registration Rights. If at At any time while the ----------------------------- within two years following Closing Date, whenever Pentegra proposes to register any Pentegra Common Stock (shares of Common Stock and any securities issued as a dividend thereon, for its own or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file a registration statement others' account under the Securities Act (for a public offering for cash, other than a registration relating to (i) employee benefit plans, or (ii) issuance of shares in connection with one or more acquisition transactions under a Registration Statement on Forms Form S-4 (or S-8 under a successor to Form S-4 adopted by the Securities Act or their equivalentSEC), with respect Pentegra will give each Stockholder prompt written notice of its intent to any shares of Common Stock do so (a "Registration StatementNotice"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the related registration statement with the SEC. Such notice shall specify the approximate date on which Pentegra proposes to file such registration statement and shall contain a statement that each Stockholder is entitled to participate in such offering and shall set forth the number of shares of Registrable Common (as hereinafter defined) that represents the best estimate of the lead managing underwriter (or if not known or applicable, Pentegra) that will be available for sale by the holders of Registrable Common in the proposed offering. If Pentegra shall have delivered a Registration StatementNotice, each Stockholder shall be entitled to participate on the same terms and conditions as Pentegra in the public offering to which such Registration Notice relates and to offer and sell shares of Registrable Common therein only to the extent provided in this SECTION 1. Upon written request by any Shareholder within fifteen Each Stockholder desiring to participate in such offering shall notify Pentegra no later than twenty (1520) days after following receipt of the Registration Notice of the aggregate number of shares of Registrable Common that such notice, the Company will include Stockholder then desires to sell in the securities transaction offering. Each Stockholder desiring to participate in such public offering may include shares of Registrable Common in the registration statement relating to the offering to the extent that the inclusion of such shares shall not reduce the number of shares of Pentegra Common Stock to be registered offered and sold by Pentegra to be included therein. If the lead managing underwriter selected by Pentegra for a public offering (or, if the offering is not underwritten, a financial advisor to Pentegra) determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold in such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to selloffering, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are there shall be included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses the offering only that number of his or its counselshares of Registrable Common, if any; and
(b) If , that such Registration Statement is for a prospective underwritten lead managing underwriter or financial advisor, as the case may be, reasonably and in good faith believes will not jeopardize the success of the offering, the holder agrees to sell his or its Restricted Securities, provided that if the Company so requestslead managing underwriter or financial advisor, as the case may be, determines that marketing factors require a limitation on the same basis number of shares of Registrable Common to be offered and sold as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement aforesaid and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company so notifies Pentegra in writing that, in its opinionwriting, the number of shares of Registrable Common Stock proposed to be included offered and sold by Stockholders desiring to participate in the offering shall be allocated among such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to Stockholders on a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration basis, based on the basis their holdings of the number of such securities requested to be included by such ShareholdersRegistrable Common.
Appears in 1 contract
Samples: Registration Rights Agreement (Pentegra Dental Group Inc)
Piggyback Registration Rights. If at (a) At any time while commencing six months following the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereonIPO, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, if the Company proposes to file a registration statement register (whether proposed to be offered for sale by the Company or by any other Person) any shares of capital stock (collectively, the “Other Securities”) under the Securities Act (other than on Forms S-4 or S-8 a form and in a manner that would permit registration of the Registrable Securities for sale to the public under the Securities Act or their equivalent)Act, each Holder of Registrable Securities will have the right to include its Registrable Securities in such registration in accordance with respect to any shares of Common Stock (a "Registration Statement"), it this Section 2.02. The Company will give prompt written noticenotice to all Holders of Registrable Securities of its intention to register the Other Securities, describing the number of shares to be registered for sale and specifying the form and manner of, and all the other relevant facts involved in, in such proposed registration (including including, without limitation, whether or not such registration will be in connection with an underwritten offering, and if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting). Upon the estimated price (net written request of any Holder delivered to the seller Company within 15 days after such notice shall have been received by such Holder (which request shall specify the maximum number of any underwriting commissions and discounts) at which the Restricted Registrable Securities are expected intended to be solddisposed of by such Holder and shall confirm that such Holder will dispose of such Registrable Securities pursuant to the Company’s intended method of disposition), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Holders of such Registrable Securities; provided, however, that:
(i) if such registration involves an underwritten offering, all Holders requesting that their Registrable Securities be included in such registration must sell their Registrable Securities to the underwriters selected by the Company (and/or such other Person offering the Other Securities) on the same terms and conditions as the terms and conditions that apply to the Company (and/or such other Person(s) offering the Other Securities);
(ii) if, at any time after giving such written notice of its intention to register any of such Registrable Securities for sale, and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason to withdraw such Registration Statement, the Company may, at its election, give written notice of such determination to each Holder that has requested to register Registrable Securities and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that all Registration Expenses of such withdrawn registration shall be borne by the Shareholders that hold Restricted Securities at least thirty Company in accordance with Section 2.03 hereof; and
(30iii) the Company shall have no obligation to provide registration rights pursuant to this Section 2.02 during the period starting with the date 30 days prior to the Company’s good faith estimate of the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) of, and ending on a date 180 days after receipt of such noticethe effective date of, a registration subject to Section 2.01 hereof; provided, however, that the Company will include in the securities transaction uses its reasonable best efforts to be registered by cause such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; andbecome effective.
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees In connection with any Public Offering with respect to sell his or its Restricted Securitieswhich Holders shall have requested registration pursuant to this Section 2.02, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by managing underwriter shall advise the Company and the managing underwriter advises the Company in writing that, in its opinionview, the number of shares of Common Stock proposed securities (including the Registrable Securities) that the Company, the Holders and any other Person intend to be included include in such Registration Statement registration exceeds the largest number of securities which can be sold in without having an adverse effect on such offering without materially and adversely affecting offering, including the successful marketing thereofprice at which such securities can be sold (the “Piggyback Registration Maximum Offering Size”), the Company will include in such Registration Statement registration, in the following priority, up to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect Piggyback Registration Maximum Offering Size:
(i) first, all the shares of Common Stock proposed by Other Securities that the Company proposes to be sold for its own account; include in such registration;
(ii) second, the shares of Common Stock proposed Registrable Securities requested to be registered by other shareholders of the Company pursuant to a written demand this Section 2.02; if the number of Registrable Securities requested to be included exceeds the Piggyback Registration Maximum Offering Size, then the Registrable Securities to be included in such registration right; and (iii) third, other shares shall be allocated pro rata among the Holders requesting registration based on the number of Common Stock securities duly requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to by each such registration on the basis of the number of such securities requested to be included by such Shareholders.Holder; and
Appears in 1 contract
Samples: Registration Rights Agreement (Tower Automotive, LLC)
Piggyback Registration Rights. If (i) If, at any time while prior to the ----------------------------- Common Stock (shares termination of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstandingAgreement, the Company proposes determines to file register any of its securities, either for its own account or the account of a security holder or holders exercising any demand registration statement rights, other than a Registration relating solely to employee benefit plans on Form S-8 or similar forms which may be promulgated in the future or a Registration on Form S-4 or similar forms which may be promulgated in the future relating solely to a Rule 145 or similar transaction, the Company shall (1) promptly give to each Shareholder written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the Securities Act applicable Blue Sky or other state securities laws) and (2) include in such Registration (and any related qualification under Blue Sky laws or other than on Forms S-4 or S-8 under the Securities Act or their equivalentcompliance), with respect to and in any shares underwriting involved therein, all Registrable Securities of Common Stock (such Shareholders as specified in a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net request or requests made to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty Company within twenty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (1520) days after receipt of such noticewritten notice from the Company.
(ii) If the Registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company will include shall so indicate in the securities transaction notice given pursuant to Section 2(a)(i). In such event, the right of any Shareholder to Registration pursuant to this Section 2(a) shall be registered by conditioned upon such Registration Statement all Shareholder's agreeing to participate in such underwriting and in the inclusion of such Shareholder's Registrable Securities in the Restricted Securities of the Company that such Shareholder desires to sell, subject underwriting to the following:
extent provided herein. All Shareholders proposing to distribute their Registrable Securities through such underwriting shall (a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by together with the Company and the managing other security holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter advises or underwriters selected for such underwriting by the Company in writing thator by other security holders exercising any demand registration rights.
(iii) Notwithstanding any other provision of this Section 2(a), in its opinion, if the number of shares of Common Stock proposed to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful underwriter determines that marketing thereof, the Company will include in such Registration Statement to the extent factors require a limitation of the number of shares to be underwritten, it may exclude some or all Registrable Securities or other securities from such Registration and underwriting (an "Underwriter Cutback"). In the event of Common Stock which an Underwriter Cutback, the Company is shall so advised can advise all Shareholders and the other security holders distributing their securities through such underwriting, and the number of securities that may be sold included in such offering without such material adverse effect the Registration and underwriting shall be allocated (i1) first, to the shares of Common Stock proposed by the Company to be sold for its own account; Company, and (ii2) second, the shares of Common Stock proposed to be registered by other shareholders among all of the Company pursuant security holders participating in the Registration, including the Shareholders holding Registrable Securities, in proportion (as nearly as practicable) to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of shares owned by each such securities requested security holder.
(iv) If any Shareholder disapproves of the terms of any such underwriting, such Shareholder may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be included by withdrawn from such ShareholdersRegistration.
Appears in 1 contract
Samples: Registration Rights Agreement (Drew Industries Incorporated)
Piggyback Registration Rights. If at any time while prior to the ----------------------------- Common Stock removal of restrictive legends pursuant to Rule 144(k) (i.e. two (2) years holding period), (i) the Company proposes to register shares of Common Stock under the Securities Act, other than on Forms S-8 , S-4 or any successor forms (a "Proposed Registration") and any securities issued as (ii) a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as Registration Statement covering the resale of all of the shares ("Restricted Registrable Securities") is outstandingnot then effective and available for sales thereof by the Investor, the Company proposes shall, at such time, promptly give Investor written notice of such Proposed Registration. Investor shall have ten (10) Business Days from its receipt of such notice to file deliver to the Company a registration statement written request specifying the amount of Registrable Securities that Investor intends to sell and Investor's intended method of distribution. Upon receipt of such request, the Company shall use its best efforts to cause all Registrable Securities which the Company has been requested to register to be registered under the Securities Act (to the extent necessary permit their sale or other than on Forms S-4 disposition in accordance with the intended methods of distribution specified in the request of such Investor; provided, however, that the Company shall have the right to postpone or S-8 under withdraw any Proposed Registration without obligation to the Securities Act or their equivalent)Investor. If, in connection with respect to any shares of Common Stock (a "Registration Statement"), it will give written notice, specifying underwritten public offering for the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity account of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities or for stockholders of the Company that such Shareholder desires have contractual rights to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if require the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of register shares of Common Stock proposed to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereofStock, the Company will include in such Registration Statement to the extent of managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to may be included in a Proposed Registration because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in such Proposed Registration Statement only such limited portion of the Registrable Securities with respect to which each Investor has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata rate among all Shareholders and other Persons with piggyback registration rights both requesting and entitled the Investors seeking to such registration on the basis of include Registrable Securities in a Proposed Registration, in proportion to the number of such securities requested Registrable Securities sought to be included by such ShareholdersInvestors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Proposed Registration or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Proposed Registration.
Appears in 1 contract
Samples: Subscription Agreement (XRG Inc)
Piggyback Registration Rights. (i) If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file a registration statement register any of its Common Shares or any other Common Shares of the Company under the Securities Act (other than a registration on Forms Form S-8 or S-4 or S-8 any successor or similar forms), whether or not for sale for its own account, it will at such time, give prompt written notice at least 20 calendar days prior to the anticipated filing date of the registration statement relating to such registration to the Investor, which notice shall set forth such Investor’s rights under this Section 2(b) and shall offer the Investor the opportunity to include in such registration statement such number of Registrable Securities as the Investor may request. Upon the written request of the Investor made within 15 calendar days of the notice from the Company (which request shall specify the number of Registrable Securities such Investor seeks to register), the Company will use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Investor, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves an underwritten Public Offering, the Investor must sell its Registrable Securities to the underwriters on the same terms and conditions as apply to the Company or their equivalent)other selling security holders, (B) if such registration does not involve an underwritten Public Offering, the Investor must sell its Registrable Securities in accordance with respect the plan of distribution set forth on Exhibit A and (C) if, at any time after giving written notice of its intention to register any shares Registrable Securities pursuant to this Section 2(b) and prior to the effective date of Common Stock (a "the Registration Statement")Statement filed in connection with such registration, it will the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written noticenotice to the Investor and, specifying the form thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration.
(ii) If a registration pursuant to this Section 2(b) involves an Underwritten Offering and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and thereof advises the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold)Company that, to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such noticein its view, the Company will include in the securities transaction to be registered by such Registration Statement all number of the Restricted Securities of the Company Common Shares that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock proposed Investor and other selling security holders (if any) intend to be included include in such Registration Statement registration exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereofMaximum Offering Size, the Company will include in such Registration Statement to the extent of the registration only that number of shares Common Shares which does not exceed the Maximum Offering Size, in the following order of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect priorities: (i1) first, the shares of Common Stock proposed by all securities the Company proposes to be sold sell for its own account; account and (ii2) second, the shares of Common Stock proposed securities requested to be registered by other shareholders holders of securities entitled to participate in the registration (including Registrable Securities of the Company pursuant to a written demand registration right; and (iii) thirdInvestor), other drawn from them pro-rata based on the number of shares of Common Stock each has requested to be included in such registration and the Investor.
(iii) If as a result of the proration provisions of this Section 2(b), the Investor is not entitled to include all such Registrable Securities in such registration, the Investor may elect to withdraw its request to include any Registrable Securities in such registration.
(iv) If the Investor decides not to include all of its Registrable Securities in any Registration Statement pro rata among all Shareholders and other Persons thereafter filed by the Company but before the Registration Statement becomes effective, the Investor shall nevertheless continue to have the right under this Section 2(b) to include any Registrable Securities then held by it in any subsequent Registration Statement as may be filed by the Company with piggyback respect to offerings of its Common Shares.
(v) Notwithstanding the foregoing, the Company shall have no obligations under this Section 2(b) hereof at any time that the Registrable Securities that the Investor seeks to include in a Registration Statement are the subject of an effective registration rights both requesting and entitled to such registration on the basis of the number of such securities requested to be included by such Shareholdersstatement.
Appears in 1 contract
Samples: Registration Rights Agreement (CastlePoint Holdings, Ltd.)
Piggyback Registration Rights. If at (a) At any time while commencing six months following the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereonIPO, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, if the Company proposes to file a registration statement register (whether proposed to be offered for sale by the Company or by any other Person) any shares of capital stock (collectively, the “Other Securities”) under the Securities Act (other than on Forms S-4 or S-8 a form and in a manner that would permit registration of the Registrable Securities for sale to the public under the Securities Act or their equivalent)Act, each Holder of Registrable Securities will have the right to include its Registrable Securities in such registration in accordance with respect to any shares of Common Stock (a "Registration Statement"), it this Section 2.02. The Company will give prompt written noticenotice to all Holders of Registrable Securities of its intention to register the Other Securities, describing the number of shares to be registered for sale and specifying the form and manner of, and all the other relevant facts involved in, in such proposed registration (including including, without limitation, whether or not such registration will be in connection with an underwritten offering, and if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting). Upon the estimated price (net written request of any Holder delivered to the seller Company within 15 days after such notice shall have been received by such Holder (which request shall specify the maximum number of any underwriting commissions and discounts) at which the Restricted Registrable Securities are expected intended to be solddisposed of by such Holder and shall confirm that such Holder will dispose of such Registrable Securities pursuant to the Company’s intended method of disposition), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Holders of such Registrable Securities; provided, however, that:
(i) if such registration involves an underwritten offering, all Holders requesting that their Registrable Securities be included in such registration must sell their Registrable Securities to the underwriters selected by the Company (and/or such other Person offering the Other Securities) on the same terms and conditions as the terms and conditions that apply to the Company (and/or such other Person(s) offering the Other Securities);
(ii) if, at any time after giving such written notice of its intention to register any of such Registrable Securities for sale, and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason to withdraw such Registration Statement, the Company may, at its election, give written notice of such determination to each Holder that has requested to register Registrable Securities and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that all Registration Expenses of such withdrawn registration shall be borne by the Shareholders that hold Restricted Securities at least thirty Company in accordance with Section 2.03 hereof (30or, if they are not permitted to be borne by the Company pursuant to applicable law, the Company may cause such expenses to be borne by one of its non-Irish subsidiaries); and
(iii) the Company shall have no obligation to provide registration rights pursuant to this Section 2.02 during the period starting with the date 30 days prior to the Company’s good faith estimate of the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) of, and ending on a date 180 days after receipt of such noticethe effective date of, a registration subject to Section 2.01 hereof; provided, however, that the Company will include in the securities transaction uses its reasonable best efforts to be registered by cause such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; andbecome effective.
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees In connection with any Public Offering with respect to sell his or its Restricted Securitieswhich Holders shall have requested registration pursuant to this Section 2.02, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by managing underwriter shall advise the Company and the managing underwriter advises the Company in writing that, in its opinionview, the number of shares of Common Stock proposed securities (including the Registrable Securities) that the Company, the Holders and any other Person intend to be included include in such Registration Statement registration exceeds the largest number of securities which can be sold in without having an adverse effect on such offering without materially and adversely affecting offering, including the successful marketing thereofprice at which such securities can be sold (the “Piggyback Registration Maximum Offering Size”), the Company will include in such Registration Statement registration, in the following priority, up to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect Piggyback Registration Maximum Offering Size:
(i) first, all the shares of Common Stock proposed by Other Securities that the Company proposes to be sold for its own account; include in such registration;
(ii) second, the shares of Common Stock proposed Registrable Securities requested to be registered by other shareholders of the Company pursuant to a written demand this Section 2.02; if the number of Registrable Securities requested to be included exceeds the Piggyback Registration Maximum Offering Size, then the Registrable Securities to be included in such registration right; shall be allocated first to Holdings, second to any Person identified by Holdings and (iii) third, then pro rata among the other shares Holders requesting registration based on the number of Common Stock securities duly requested to be included in such Registration Statement pro rata among registration by each such Holder; and
(iii) third, all Shareholders and Other Securities requested by any other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of such securities requested Person to be included in such registration (pursuant to contractual registration rights or otherwise).
(c) If a Holder decides not to include all of its Registrable Securities in any Registration Statement thereafter filed by the Company, such ShareholdersHolder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of securities, all upon the terms and conditions set forth herein.
(d) Notwithstanding anything in this Article II to the contrary, the Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Article II incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans.
Appears in 1 contract
Piggyback Registration Rights. If the Company at any time while from the ----------------------------- date of the issuance of the Option through the Expiration Date, proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4, S-8 and any successor forms thereto), each such time it will give written notice to such effect to the Optionee at least 30 days prior to such filing. Upon the written request of the Optionee received by the Company within 20 days after the giving of any such notice by the Company to register any of shares of Common Stock (Stock, the Company will cause the shares of Common Stock and any as to which registration shall have been so requested to be Included in the securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, be covered by the Company proposes to file a registration statement under proposed to be filed by the Securities Act (Company, all to the extent required to permit the sale or other than on Forms S-4 or S-8 under disposition by the Securities Act or their equivalent), with respect to any Optionee of such shares of Common Stock (a "Registration Statement")so registered. Notwithstanding the foregoing, it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, the Company will include in the securities transaction event that any registration pursuant to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sellthis Section 7 shall be, subject to the following:
(a) The Company will pay the expense of such registrationin whole or in part, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective an underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the public offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinionCommon Stock, the number of shares of Common Stock proposed to be included in such Registration Statement exceeds an underwriting may be reduced (pro rata among the number which can be sold in such offering without materially requesting Optionees) and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent of other selling stockholders (based upon the number of shares of Common Stock which requested to be registered by them) if and to the Company is so advised can extent that the managing underwriter shall be sold in of the good faith opinion that such offering without inclusion would adversely affect the success of such material adverse effect (i) firstan underwriting, the provided, that such number of shares of Common Stock proposed by the Company to shall not be sold for its own account; (ii) second, the reduced if any shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested are to be included in such Registration Statement pro rata among all Shareholders and underwriting for the account of any person other Persons with piggyback than the Company or requesting Optionees of shares of Common Stock. In the event of such a reduction, the Company agrees to file a registration rights both requesting and entitled to such registration on statement for the basis resale of the number shares underlying this Option not included in such underwritten offering within ninety (90) days of such securities requested the date that the underwritten offering is declared effective by the Securities and Exchange Commission. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to be included by such Shareholdersin this Section 7 without thereby incurring any liability to the Optionees of shares of Common Stock.
Appears in 1 contract
Samples: Offer to Purchase (Friday Night Entertainment Corp)
Piggyback Registration Rights. If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file a registration statement register any of its securities under the Securities Act (other than on Forms S-4 (a) under employee compensation or S-8 benefit programs, (b) an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company, or (c) securities to be issued in a transaction described in Rule 145(a) promulgated under the Securities Act Act, whether or their equivalent), with respect to any shares of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner ofnot for sale for its own account, and all other relevant facts involved in, such proposed the registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected form to be sold), to each used may be used for the registration of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such noticeRegistrable Securities, the Company will give prompt written notice to Holders of Registrable Securities of its intention to effect such a registration and will include in such registration all Registrable Securities with respect to which the securities transaction Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice (a "PIGGYBACK REGISTRATION"). The Company shall use its reasonable best efforts to cause the managing underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be registered by included in the registration statement (or registration statements) for such Registration Statement all of offering to be included therein on the Restricted Securities same terms and conditions as any similar securities of the Company that such Shareholder desires to sellincluded therein. Notwithstanding the foregoing, subject to if the following:
(a) The Company will pay the expense gives notice of such a proposed registration, except that each holder the total number of Restricted Registrable Securities that are which shall be included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock proposed to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in such Registration Statement reduced pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration (on the basis of the number estimated proceeds from the sale thereof) to such number, if any, as in the reasonable opinion of the managing underwriters of such offering would not adversely affect the marketability or offering price of all of the securities requested proposed to be offered by the Company in such offering; provided however, that (i) if such Piggyback Registration is incident to a primary registration on behalf of the Company, the securities to be included in the registration statement (or registration statements) for any Person other than the Holders, the Bargx Xxxders (if the Bargx Xxxders have exercised their rights under Section 3 of the Bargx Xxxeement) and the Company shall be first reduced prior to any such pro rata reduction and (ii) if such Piggyback Registration is incident to a secondary registration on behalf of holders of securities of the Company, the securities to be included in the registration statement (or registration statements) for any Person not exercising "demand" registration rights other than the Holders and the Bargx Xxxders (if the Bargx Xxxders have exercised their rights under Section 3 of the Bargx Xxxeement) shall be first reduced prior to any such pro rata reduction; provided, further, that if (1) the Holders have made a request under this Section 3 and the Bargx Xxxders have made a request under Section 3 of the Bargx Xxxeement and (2) all of the Registrable Securities of the Holders and all of the Bargx Xxxurities of the Bargx Xxxders cannot be included in the registration statement(s) under the terms of such sections, the total number of Registrable Securities of the Holders and the Bargx Xxxurities of the Bargx Xxxders which shall be included in such registration shall be reduced pro rata to such number, if any, as in the reasonable opinion of the managing underwriters of such offering would not adversely affect the marketability or offering price of all of the securities proposed to be offered by the Company in such Shareholdersoffering. Subject to any applicable underwriting agreement, any Holder of Registrable Securities may withdraw at any time any Registrable Securities registered under this Section 3. No registration effected under this Section 3 shall relieve the Company of its obligation to effect any registration upon request under Section 2.
Appears in 1 contract
Samples: Registration Rights Agreement (Encap Equity 1994 Limited Partnership)
Piggyback Registration Rights. If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file register any of its Common Stock or any other equity securities (or other securities convertible into equity securities) of the Company under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (other than a Demand Registration or a registration statement on Form S-4 or Form S-8 promulgated under the Securities Act (or any successor forms thereto) or any other than on Forms S-4 or S-8 under form not available for registering the Securities Act or their equivalentRegistrable Stock for sale to the public), as soon as practicable prior to the filing of such registration statement with respect to any shares of Common Stock (a "Registration Statement")the Commission, it will give written notice, specifying the form and manner of, and all other relevant facts involved in, notice of its intention to effect such registration (each such notice a "Piggyback Notice") to (i) if such proposed registration (including without limitationis being made in connection with the Company's initial Public Offering, the identity WCAS and, unless WCAS elects to waive its rights under this Section 2(d) as provided below with respect to such registration within ten days of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold)receiving its Piggyback Notice, to each other Investor or (ii) if such proposed registration is to occur after the IPO Date, to each Investor. Upon the written request of any Investor, given within 20 days after the giving of the Shareholders that hold Restricted Securities at least thirty Piggyback Notice to all Investors, to register any of its Registrable Stock (30) days prior to the date of filing of the proposed Registration Statement. Upon written which request by any Shareholder within fifteen (15) days after receipt of such notice, the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, state the number of shares of Registrable Stock to be so registered and the intended method of disposition thereof), the Company will use its commercially reasonable efforts to cause the Registrable Stock, as to which registration shall have been so requested, to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition by such Investor of such Registrable Stock so registered; provided, that nothing herein shall prevent the Company from abandoning or delaying such registration at any time. Notwithstanding anything to the contrary contained herein, in connection with any registration statement to be filed prior to the IPO Date, if WCAS elects to waive its rights under this Section 2(d) with respect to such registration and the related initial Public Offering, such waiver shall be effective as a waiver of the rights of all Investors under this Section 2(d) with respect to such registration and offering. In the event that any registration referred to in this Section 2(d) shall be, in whole or in part, an underwritten public offering, such Registrable Stock shall be included in the underwriting on the same terms and conditions as the shares otherwise being sold through underwriters under such registration. The number of shares of Registrable Stock to be included in such an underwritten offering may be reduced if and to the extent that, in the good faith opinion of the managing underwriter of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the shares to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) first, all shares proposed to be included by the Company for the account of the Company shall be included, (B) second, all Registrable Stock proposed to be included by the Investors shall be included (subject to pro rata reduction among the Investors seeking to include Registrable Stock in such offering based on the number of shares of Registrable Stock held by such Investors), and (C) finally, Common Stock proposed to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares account of Common Stock proposed to be registered by other shareholders stockholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to shall be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of such securities requested to be included by such Shareholdersincluded.
Appears in 1 contract
Samples: Registration Rights Agreement (Select Medical Holdings Corp)
Piggyback Registration Rights. The Company agrees that:
(a) After December 1, 2001, the Company will register the shares underlying the Warrants in any registration statement filed under the Securities Act of 1933, as amended (the "Act"), in conformity with the Act and rules and regulations (the "Rules under the Act") of the Securities and Exchange Commission (the "Commission") and will thereafter use its best efforts to cause said registration to become effective as soon as possible so as to permit, upon exercise of the warrant, the holders of the Shares from this warrant publicly to offer or sell the Warrant or the Shares through the facilities of the over-the-counter market or any securities exchange on which the Company's Common Stock may be listed. The Company shall include in such registration the Shares subject to this Warrant. The Company may include other Shares of its Common Stock in any such registration unless the underwriter of such offering advises the Company that the inclusion of such other Shares would adversely affect the market. Such registration relating to the Warrant or the Shares purchased upon exercise of the Warrant which is undertaken pursuant to a request to the Company made in accordance with this subsection 2(a) shall be solely at the cost and expense of the Company.
(b) If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereonafter December 1, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding2001, the Company proposes to file a registration statement register any Shares of its Common Stock under the Securities Act (other than on Forms S-4 securities being registered in connection with an acquisition by the Company or S-8 under the Securities Act pursuant to an employee stock option or their equivalentsimilar plan), with respect the Company will each such time give written notice of its intention to do so to Warrant Holder and to any shares of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity record holder or holders of the managing underwriter and Warrant or Warrants, as the estimated price (net to case may be, and, if the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold)Warrants have been exercised in whole or in part, to each holder of record of the Shareholders that hold Restricted Securities Shares purchased upon such exercise, and on Xxxxxx's written request given within twenty (20) days after receipt of the notice, the Company shall use its best efforts to cause the Warrants or Shares, to be included with the securities registered under the Act. The Company shall give written notice to Holder and to each such holder or holders of the proposed filing of a registration statement at least thirty (30) days prior to the date of filing such filing, and a prompt written notice of the proposed Registration Statementfiling of amendments to such registration statement. Upon written Any registration of the Warrants or Shares which is undertaken pursuant to a request by any Shareholder within fifteen (15) days after receipt of such notice, to the Company will include made in accordance with this subsection 2(b) shall be solely at the securities transaction cost and expense of the Company.
(c) The costs and expenses to be registered borne by such Registration Statement the Company for purposes of subsection 2(a) and subsection 2(b) shall include, without limitation, all printing expenses (including a reasonable number of prospectuses for circulation by the selling holders of the Restricted Securities of Warrants or the Company that such Shareholder desires to sellShares), subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and disbursements of the Company's counsel, Blue Sky expenses, accounting fees of the Company, and filing fees, and all accountable expenses of his the underwriters' commissions or its counselsimilar charges attributable to the Warrants or Shares owned by the holders thereof, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, notwithstanding the foregoing, the holder agrees Company's obligation to sell his register the Warrants or its Restricted Securities, if Shares pursuant to this Section 2 shall be limited such that: (i) the Company so requests, on shall have no obligation to include Shares in a registration statement under the same basis as Act to the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone extent that in the offering opinion of Restricted Securities contemplated by such Registration Statement without any obligation Counsel satisfactory to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock proposed Shares is then eligible to be included in resell such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own accountShares under Rule 144 under; (ii) secondthe Company shall be required to register securities only if and to the extent that holders seeking to register furnish the Company with a written statement of their intention to sell and such other information as the Company may reasonably request; (iii) the Company's obligation to register the Warrants or Shares pursuant to subsections 2(a) or 2(b) shall expire after the five (5) years following the date the Warrants become exercisable or the Company shall have purchased the Warrants or the Shares in respect of which registration was requested, pursuant to subsection 2(e) below; and (iv) the Company shall not be obligated to keep any registration statement filed in accordance with this Section 2 effective for more than ninety (90) days.
(d) To the fullest extent permitted by law, the shares Company agrees to indemnify each holder, and each underwriter, of Common Stock proposed the Warrants or Shares being sold by any such holder pursuant to this Section 2 (and any person who controls such holder or underwriter within the meaning of Section 15 of the Act) against all claims, losses, damages, liabilities and expenses under the Act, the Securities and Exchange Act of 1934, as amended, or other Federal or State statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of material fact contained in any registration statement filed pursuant to this Section 2 or in any amendment thereof, or in any preliminary prospectus or prospector relating thereto, or in any amendment thereof or supplement thereto, or any omission or alleged omission to state a material fact required thereto, or in any amendment thereof or supplement thereto, or any omission or alleged omission to state a material fact required to be registered stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company shall not be liable to any such holder or underwriter in respect of any claims, losses, damages, liabilities or expenses resulting from any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by other shareholders such holder or underwriter specifically for use in connection with such registration statement and prospectus; and each holder and underwriter agrees to indemnify, to the fullest extent permitted by law, the Company, each person, if any, who controls the Company within the meaning of said Section 15, and each Director and Officer of the Company pursuant who signs the registration statement in question, against claims, losses, damages, liabilities and expenses which they may incur by reason of any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to a written demand registration right; and (iii) thirdthe Company by such holder or underwriter, other shares of Common Stock requested to be included as the case may be, specifically for use in such Registration Statement pro rata among all Shareholders and other Persons connection with piggyback registration rights both requesting and entitled to such registration statement prospectus.
(e) The holder agrees that this Warrant and any Shares issued upon exercise of this Warrant will be held subject to any restrictions on the basis resale thereof by reason of application of the number of Act and that the following legend may be affixed to this Warrant or such securities requested to be included by such ShareholdersShares: THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION THEREFROM IS AVAILABLE.
Appears in 1 contract
Piggyback Registration Rights. (a) If at any time while the ----------------------------- Common Stock (shares Corporation proposes to make a Distribution, other than by way of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstandingBought Deal, the Company proposes to file a registration statement under Corporation shall promptly give MDCI fifteen days’ prior written notice of the Securities Act proposed Distribution (other than on Forms S-4 or S-8 under the Securities Act or their equivalent“Distribution Notice”), with respect to any shares including proposed pricing (provided that in the event the proposed pricing of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved inDistribution is not determinable as of the date of the Distribution Notice, such proposed registration (including without limitationinformation may be omitted from the Distribution Notice, the identity of the managing underwriter and the estimated price (net but, shall, in any event, be communicated to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) MDCI in writing no later than seven days prior to the proposed closing date of filing of the proposed Registration StatementDistribution). Upon the written request by any Shareholder of MDCI given within fifteen (15) ten days after receipt of such noticethe notice of the proposed Distribution from the Corporation, the Company will include Corporation shall use commercially reasonable efforts to, in conjunction with the securities transaction proposed Distribution, cause to be registered by qualified in such Registration Statement offering all or any whole number of the Restricted Securities of Common Shares held by MDCI (the Company “Qualifying Securities”) in accordance with the procedures set forth in Schedule A (a “Piggyback Registration”), provided that such Shareholder desires to sell, subject to if the following:
(a) The Company will pay the expense lead underwriter or underwriters of such registrationproposed Distribution, except that each holder of Restricted Securities that are included acting in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counselgood faith, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, advise the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company Corporation in writing that, in its opinionor their good faith judgment, the inclusion of the Qualifying Securities held by MDCI in the proposed Distribution should be limited (i) due to market conditions, or (ii) because the number of shares Common Shares proposed to be Distributed is likely to have a significant adverse effect on the successful marketing of the proposed Distribution (including the price acceptable to the Corporation), then the maximum number of Common Stock Shares that the lead underwriter advises or lead underwriters advise shall be Distributed in the priority provided in Schedule A.
(b) If the proposed Distribution is not completed within 180 days of a notice of a Piggyback Registration, the related notice of a Piggyback Registration delivered by MDCI hereunder shall be deemed to be withdrawn and the Corporation shall again be required to comply with the procedures set out in this Section 4.1 with respect to any proposed Distribution.
(c) If the Corporation is proposing to undertake a Bought Deal, the Corporation shall give such notice to MDCI, including anticipated pricing, as early as practicable in the circumstances in light of the speed and urgency under which Bought Deals are conducted (but not less than five days prior to the launch of such Bought Deal). MDCI shall have three days from the date the Corporation advises it of such proposed Bought Deal to notify the Corporation of the number of Qualifying Securities that MDCI requests to be included in such Registration Statement exceeds Bought Deal; unless otherwise agreed to by the Corporation, such amount not to exceed the proportion in the Bought Deal that the Common Shares held by MDCI represent of all outstanding Common Shares. The Corporation shall use commercially reasonable efforts to include such Common Shares in any Bought Deal, and, if so included, the procedures set forth in Schedule A shall apply to such Distribution; provided that if the lead underwriter or underwriters of such proposed Bought Deal, acting in good faith, advises the Corporation in writing that, in its or their good faith judgment, the inclusion of the Qualifying Securities held by MDCI in the proposed Bought Deal should be limited (i) due to market conditions, or (ii) because the number which can of Common Shares proposed to be sold in such offering without materially and adversely affecting distributed is likely to have a significant adverse effect on the successful marketing thereof, of the Company will include in such Registration Statement proposed Distribution (including the price acceptable to the extent Corporation), then the maximum number of Common Shares that the lead underwriter advises or lead underwriters advise should be Distributed shall be allocated as follows: (x) first, to the number of shares of Common Stock which Shares that the Company is so advised can be sold in such offering without such material adverse effect Corporation proposes to Distribute; and (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (iiy) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of Qualifying Securities, if any, that may be accommodated in such securities requested Distribution.
(d) The Corporation shall not be obligated to be included by such Shareholderseffect any Piggyback Registration under this section incidental to a Distribution in connection with any public offering in respect to a Non-Cash Transaction.
Appears in 1 contract
Samples: Investor Rights and Governance Agreement (Equinox Gold Corp.)
Piggyback Registration Rights. If at At any time while following the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereonClosing Date, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company whenever HOLDING proposes to file a registration statement register any HOLDING Stock for its own or others' account under the Securities 1933 Act (for a public offering, other than on Forms S-4 or S-8 under the Securities Act or their equivalent), with respect to (i) any shelf registration of shares of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold)used as consideration for acquisitions of additional businesses by HOLDING, (ii) registrations relating to employee benefit plans and (iii) registrations constituting secondary offerings of shares issued in connection with any acquisitions of businesses or assets, HOLDING shall give each of the Shareholders that hold Restricted Securities STOCKHOLDERS written notice of its intent to do so at least thirty (30) 15 days prior to the date of filing of a registration statement with the proposed Registration StatementSecurities and Exchange Commission with respect to such registration. Upon the written request by of any Shareholder of the STOCKHOLDERS or its Permitted Transferees given within fifteen (15) 15 days after receipt of such notice, the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration HOLDING shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock proposed cause to be included in such Registration Statement exceeds registration all of the number HOLDING Stock issued to the STOCKHOLDERS pursuant to this Agreement or transferred to such Permitted Transferee which can any such STOCKHOLDER or Permitted Transferee requests be sold included in such offering without materially and adversely affecting registration, provided that HOLDING shall have the successful marketing thereof, the Company will include in such Registration Statement right to the extent of reduce the number of shares of Common Stock which to be included by the Company is so advised can be sold STOCKHOLDER in such offering without registration to the extent that inclusion of such material adverse effect (i) firstshares could, in the shares written opinion of Common Stock proposed tax counsel to HOLDING or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Company to be sold for its own account; (ii) secondRegistration Statement as a tax-free organization. In addition, if the shares of Common Stock proposed to be registered offering is a firm commitment underwritten offering and HOLDING is advised in writing in good faith by other shareholders any managing underwriter of the Company pursuant to a written demand registration right; and (iii) third, other securities being offered that the number of shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of is greater than the number of such securities requested shares which can be offered without adversely affecting the offering, HOLDING may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares held by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by HOLDING after the IPO, such reduction shall be made first by reducing the number of shares to be included sold by such Shareholderspersons other than HOLDING, the STOCKHOLDERS and the stockholders of the Other Founding Companies (collectively, the STOCKHOLDERS and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing on a pro rata basis the number of shares to be sold by the Founding Stockholders.
Appears in 1 contract
Samples: Merger Agreement (Enfinity Corp)
Piggyback Registration Rights. If Issuer at any time while after the ----------------------------- exercise of the Option proposes to register any shares of Issuer Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file a registration statement under the Securities Act (other than on Forms S-4 or S-8 under the Securities Act or their equivalent)in connection with an underwritten public offering of such Issuer Common Stock, with respect to any shares of Common Stock (a "Registration Statement"), it Issuer will promptly give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net notice to the seller Selling Stockholders of its intention to do so and, upon the written request of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder Selling Stockholder given within fifteen (15) 30 days after receipt of any such notice, the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
notice (a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration which request shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, specify the number of shares of Issuer Common Stock proposed intended to be included in such Registration Statement exceeds underwritten public offering by the number Selling Stockholder), Issuer will cause all such shares for which can be sold a Selling Stockholder requests participation in such registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause such shares to be so registered (1) if in the reasonable good faith opinion of the underwriters for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially and adversely affecting interfering with the successful marketing thereofof the offering), or (2) in the Company will include case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor Form. If some but not all the shares of Issuer Common Stock with respect to which Issuer shall have received requests for registration pursuant to this Section 11(b) shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders desiring to register their shares pro rata in such Registration Statement to the extent of proportion that the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed requested to be registered by other shareholders each such Selling Stockholder bears to the total number of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in registered by all such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled Selling Stockholders then desiring to such registration on the basis of the number of such securities requested to be included by such Shareholdershave Issuer Common Stock registered for sale.
Appears in 1 contract
Samples: Stock Option Agreement (Exel LTD)
Piggyback Registration Rights. If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company Whenever Licensee proposes to file a registration statement register any of its securities under the Securities Act of 1933 (the “Securities Act”) for sale in a public offering (other than on Forms S-4 or S-8 (i) its initial offering to the public generally, (ii) pursuant to a shelf registration pursuant to Rule 415 under the Securities Act Act, or their equivalent(iii) a registration on Form S-8 or Form S-4, or the analogous forms permitted to small business issuers pursuant to the Exchange Act), with respect to any shares of Common Stock (a "Registration Statement"), it the Licensee will give written notice, specifying notice to the form and manner of, and Regents of its intention to effect such a registration. Such notice will offer to the Regents the opportunity to have any or all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and securities held by The Regents included in such registration statement (a “Piggyback Registration”). If the estimated price (net Regents desires to have its securities registered under this Paragraph it will so advise the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) Licensee in writing within 30 days prior to after the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such noticenotice from the Licensee (which request will set forth the amount of securities for which registration is requested), the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to selland, subject to the following:
limitations and conditions set forth herein, the Licensee will include such securities in the Piggyback Registration without consideration from the Regents for the cost of registration. The Piggyback Registration rights granted herein is subject to the following conditions and limitations: (a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(bi) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter or underwriters of any such proposed public offering advises the Company in writing that, in its opinion, Licensee that the number total amount of shares of Common Stock proposed securities which the purchaser intended to be included in such Registration Statement exceeds proposed public offering is sufficiently large to adversely affect the number which can be sold in success of such offering without materially and adversely affecting proposed public offering, then the successful marketing thereof, the Company will include in such Registration Statement to the extent amount of the securities to be offered for the accounts of the Regents will be reduced pro rata, based upon the aggregate number of shares of Common Stock which the Company is so advised can be sold in security holders requesting such offering without such material adverse effect registration (i) first, the shares of Common Stock proposed except for those securities offered by the Company to be sold for its own account; (iiLicensee and holders of senior registration rights) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested securities intended to be included in such Registration Statement pro rata among all Shareholders offering and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of securities to be offered for the account of each such holder of the Shares, to the extent necessary to reduce the total amount of securities requested to be included in such proposed public offering to the amount recommended by such Shareholdersmanaging underwriter or underwriters before the securities offered by the Licensee are so reduced; and (ii) The price at which the shares of the Regents are offered to the public will be the same as the price at which the other shares of the Licensee securities then registered are offered to the public. Notwithstanding the above, if the Licensee registers any securities under the Securities Act, the Licensee will include the securities of the Regents in such registration at the expense of the Licensee. The Regents expressly acknowledges that the registration rights contained in this Paragraph, including the Piggyback Registration, will be junior in all respects to the registration rights the Licensee has granted to the holders of the Licensee’s preferred stock.
Appears in 1 contract
Samples: Exclusive License Agreement
Piggyback Registration Rights. If at At any time while after the ----------------------------- first anniversary of the date of this Agreement and before the third anniversary of the date of this Agreement, whenever WORK proposes to register any Common Stock (shares of Common Stock and any securities issued as for its own account under the Securities Act for a dividend thereonpublic offering for cash, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file other than a registration statement relating to the offering or issuance of shares in connection with (i) employee compensation or benefit plans or (ii) one or more acquisition transactions under a Registration Statement on Form S-4 or Form S-1 under the Securities Act (other than on Forms or a successor to Form S-4 or S-8 under the Securities Act Form S-1) (any such offering or their equivalentissuance being an "Exempt Offering"), with respect WORK will give each Stockholder written notice of its intent to any shares of Common Stock do so (a "Registration StatementNotice"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) 20 days prior to the date of filing of the proposed Registration Statementrelated registration statement with the Commission. Upon written request Such notice shall specify the approximate date on which WORK proposes to file such registration statement and shall contain a statement that the Stockholders are entitled to participate in such offering and shall set forth the number of shares of Registrable Common that represents the best estimate of the lead managing underwriter (or if not known or applicable, WORK) that will be available for sale by any Shareholder within fifteen (15) days after receipt the holders of such notice, the Company will include Registrable Common in the securities transaction proposed offering. If WORK shall have delivered a Registration Notice, each Stockholder shall be entitled to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, participate on the same basis terms and conditions as WORK in the other Restricted Securities being sold under such public offering to which the Registration Statement, including executing a customary underwriting agreement Notice relates and providing customary representations to offer and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering sell shares of Restricted Securities contemplated by such Registration Statement without any obligation Registrable Common therein only to the holder extent provided in this Section 2. Each Stockholder desiring to participate in such offering shall notify WORK no later than ten days following receipt of any Restricted Securitiesthe Registration Notice of the aggregate number of shares of Registrable Common that such Stockholder then desires to sell in the offering. If Each Stockholder desiring to participate in such Registration Statement involves an underwritten public offering by may include shares of Registrable Common in the Company and registration statement relating to the managing underwriter advises offering, to the Company in writing that, in its opinion, extent that the inclusion of such shares shall not reduce the number of shares of Common Stock proposed to be offered and sold by WORK to be included therein. If the lead managing underwriter selected by WORK for a public offering (or, if the offering is not underwritten, a financial advisor to WORK) reasonably determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold in such offering, there shall be included in the offering only that number of shares of Registrable Common, if any, requested to be included in the offering that such lead managing underwriter or financial advisor, as the case may be, reasonably and in good faith believes will not jeopardize the success of the offering, provided, however, that if the lead managing underwriter or financial advisor, as the case may be, determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold as aforesaid and so notifies WORK in writing, the number of shares of Registrable Common to be offered and sold by holders desiring to participate in the offering, shall be allocated among such holders on a pro rata basis based on their holdings of Registrable Common. WORK shall have the right at any time to reduce the number of shares requested by any Stockholder to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement registration to the extent that WORK reasonably concludes that inclusion of such shares is likely to jeopardize the non-recognition status under the Code of any acquisition transaction consummated pursuant to any of the number of Acquisition Agreements; provided, however, that any determination to exclude shares of Common Stock which the Company is so advised can be sold in from any such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company registration pursuant to a written demand registration right; and (iii) third, other shares this provision shall be based on advice of Common Stock requested tax counsel to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of such securities requested to be included by such ShareholdersWORK or its independent accountants.
Appears in 1 contract
Samples: Registration Rights Agreement (Work International Corp)
Piggyback Registration Rights. If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities"i) is outstanding, Whenever the Company proposes to file a registration statement register any of its securities under the Securities Act Act, either pursuant to an underwritten primary registration on behalf of the Company or pursuant to an underwritten secondary registration on behalf of a holder or holders of the Company's securities (other than on Forms S-4 Form S-4, Form S-8 or S-8 under any successor form) and the registration xxxx xx xx xxed may be used for the registration of any Registrable Securities Act or their equivalent(a "Piggyback Registration"), the Company will give written notice to each holder of Registrable Securities of its intention to effect such a registration and will include in such registration all Registrable Securities (subject to, and in accordance with, the priorities set forth in Section 6(b)(ii) hereof), with respect to any shares of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty Company has received written requests for inclusion within ten (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (1510) days after receipt of such notice, the Company will include in the securities transaction to be registered by such Registration Statement all delivery of the Restricted Securities of the Company that such Shareholder desires Company's notice to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; andRegistrable Securities.
(bii) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises underwriter(s) advise the Company in writing thatwriting, or the Board of Directors determines, that in its their opinion, the number of shares of Common Stock proposed Registrable Securities requested to be included in such Registration Statement registration exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing marketability or pricing thereof, the Company will include in such Registration Statement registration up to the extent of the number of shares of Common Stock which the Company is so advised can be sold in an aggregate amount determined advisable by such offering without such material adverse effect underwriter(s): (i) first, the any shares of Common Stock proposed by that the Company desires to be sold for its own accountregister; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other any shares of Common Stock requested to be included in such registered by the holder(s) of Common Stock pursuant to which the Registration Statement is being filed and to which the holders of Registrable Securities hereunder are receiving Piggyback Registration; and (iii) pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration the holders of Registrable Securities on the basis of the number of such securities Registrable Securities which are requested to be included by such Shareholdersregistered hereunder.
(iii) Notwithstanding anything herein to the contrary, the Company may withdraw any registration statement referred to in this Section 6(b) at any time in its sole discretion without thereby incurring any liability or expense to the holders of Registrable Securities.
Appears in 1 contract
Samples: Stock Purchase & Registration Rights Agreement (Startech Environmental Corp)
Piggyback Registration Rights. If at any time while During the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereonRegistration Rights Period, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, if the Company proposes shall determine to file proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Forms S-4 Form X-0, X-0 or S-8 under the Securities Act or their equivalentother limited purpose form), with respect to any shares of Common Stock (a "Registration Statement"), it the Company will give written noticenotice of its determination to all record holders of the Securities. Upon the written request from any Requesting Holders, specifying within 15 days after receipt of any such notice from the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitationCompany, the identity Company will, except as herein provided, cause all such Reserved Shares to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Reserved Shares to be so registered; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Reserved Shares requested for inclusion pursuant to this Section 4.2 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on shares not being sold. If in the good faith judgment of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, public offering the Company will include in the securities transaction to be registered by such Registration Statement inclusion of all of the Restricted Securities Reserved Shares originally covered by a request for registration (the "Requested Stock") would reduce the number of the Company that such Shareholder desires shares to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering be offered by the Company and or interfere with the managing underwriter advises successful marketing of the Company in writing that, in its opinionshares of stock offered by the Company, the number of shares of Common Requested Stock proposed otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the holders thereof requesting such Registration Statement exceeds registration or excluded in their entirety if so required by the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to underwriter. To the extent only a portion of the number of Requested Stock is included in the underwritten public offering, those shares of Common Requested Stock which are thus excluded from the Company is so advised can underwritten public offering shall be sold in such offering without such material adverse effect (i) first, withheld from the shares of Common Stock proposed market by the Company holders thereof for a period, not to be sold for its own account; (ii) secondexceed 90 days, which the shares of Common Stock proposed managing underwriter reasonably determines is necessary in order to be registered by other shareholders effect the underwritten public offering. The obligation of the Company under this Section 4.2 shall not apply to Reserved Shares that at such time are eligible for immediate resale pursuant to a written demand registration right; and (iiiRule 144(k) third, other shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on under the basis of the number of such securities requested to be included by such ShareholdersAct.
Appears in 1 contract
Piggyback Registration Rights. (a) If Matria, at any time while during the ----------------------------- Common Stock (shares term of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company registration rights hereunder proposes to file a registration statement register under the Securities Act any class of Matria's equity securities for sale to the public on a registration statement on Form S-1, S-2, S-3 or any succxxxxx xxxx xxr the sale of equity securities to the public, then and in each such case Matria, subject to the terms and conditions contained herein (other than on Forms S-4 or S-8 under the Securities Act or their equivalent)including, with respect to any shares of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter terms and the estimated price (net to the seller of any underwriting commissions and discountsconditions contained in Section 2.1(b)) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least shall give thirty (30) days prior written notice of such proposed registration to the date of filing of Holders. Any Holder who wishes to include Registrable Securities in the proposed Registration Statement. Upon registration shall provide Matria with a written request notice specifying the number of Registrable Securities held by any Shareholder such Holder to be included in such registration within fifteen twenty (1520) days after receipt of notice from Matria (each Holder who provides such noticenotice to Matria being referred to as an "Electing Holder"). Subject to Section 2.1(b), Matria shall cause such number of Registrable Securities as shall be so designated by the Company will include Electing Holders to be included, upon the same terms (including the method of distribution) as other equity securities of Matria to be included in any such offering. Matria may, without the consent of the Electing Holders or other Holders, withdraw any such registration and abandon any proposed offering if in the securities transaction reasonable good faith belief of the Board such withdrawal and abandonment appears to be registered by in the best interests of Matria and its stockholders. The failure of any Holder to exercise its rights hereunder with respect to any registration shall not constitute a waiver of its rights to participate in any other registration. Notwithstanding the foregoing, Matria shall not be required to give such Registration Statement all notice or include any Registrable Securities in any form of the Restricted registration statement unless such Registrable Securities of such Holder are eligible for inclusion in the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense applicable form of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; andstatement as described above.
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary In connection with any offering involving an underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock proposed Matria's capital stock, Matria shall not be required under this Section 2.1(b) to include any of the Registrable Securities in such underwriting unless the Electing Holders accept the terms of the underwriting as agreed upon between Matria and the underwriters selected by it (or by such other person entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by Matria or such other person. If the total amount of securities, including Registrable Securities requested by the Electing Holders to be included in such Registration Statement offering, exceeds the amount of securities that the underwriters determine in their sole discretion is compatible with the success of the offering, then Matria shall be required to include in the offering only that number of Securities which can the underwriters determine in their sole discretion will not jeopardize the success of the offering. Allocation of securities to be sold in any such offering without materially shall be made first to Matria and adversely affecting the successful marketing thereofthereafter, the Company will include in such Registration Statement to the extent of any other securities are to be included on a pro-rata basis among the number of Electing Holders and any other selling stockholders who have contractual rights to include shares of Common Stock which the Company is so advised can be sold in such offering without according to the total number of designated Registrable Securities requested by each such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by Electing Holder and such other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested selling stockholders to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting offering and entitled to such registration inclusion therein on the basis of this Agreement or such other contractual agreement. To facilitate the allocation of shares in accordance with the above provisions, Matria may round the number of Registrable Securities allocated to any Electing Holder or other selling stockholder to the nearest 100 shares. Notwithstanding anything to the contrary in this Agreement, but subject to the next sentence, each Holder including any Registrable Securities in a registration pursuant to this Section 2.1(b) agrees to delay the sale of any Registrable Securities not sold in such securities registration for the period requested by the underwriter or managing agent up to 90 days (or such lesser amount of time if permitted by such underwriter or managing agent) following the effective date of the registration statement. The foregoing restriction shall not apply to the number of Registrable Securities, if any, requested by any Electing Holder to be included by in a registration but which are excluded from such Shareholdersregistration at the discretion of the underwriters as set forth in this Section 2.1(b).
Appears in 1 contract
Samples: Registration Rights Agreement (Matria Healthcare Inc)
Piggyback Registration Rights. (a) If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes determines to file a registration statement under the Securities Act of 1933, as amended (other than on Forms S-4 or S-8 under the “Securities Act or their equivalentAct”), with respect relating to any a proposed sale to the public by the Company of shares of the Common Stock (a "Registration Statement"but excluding any registration on Form S-4 or Form S-8 or similar forms hereafter in effect), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the followingshall:
(ai) The give the Optionee notice thereof (which shall include a list of the jurisdictions in which the Company will pay intends to attempt to qualify such securities under the expense applicable blue sky or other state securities laws, the proposed offering price and the plan of such registration, except that each holder of Restricted Securities that are included distribution);
(ii) use its best efforts to include in such registration shall pay (and any related qualification under blue sky laws), and in any underwriting involved therein, all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock proposed to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed issued or issuable upon the exercise of this Option specified in notice given to the Company by the Company Optionee and to be sold for its own account; (ii) second, cause the shares managing underwriter or underwriters of Common Stock such proposed underwritten offering to be registered by other shareholders of permit the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in the registration statement for such Registration Statement pro rata among all Shareholders offering to be included on the same terms and other Persons with piggyback conditions as any similar securities of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to the Optionee that marketing considerations require a limitation in the number of shares of Common Stock offered pursuant to the registration rights both requesting statement, then, subject to the advice of said managing underwriter or underwriters as to the size and entitled composition of the offering, such limitation shall be imposed upon and reduce the shares of Common Stock to be included in the registration statement pursuant to this Paragraph 6(a) and shall not reduce the shares of Common Stock to be sold to the public by the Company.
(b) The Optionee agrees, if requested in writing by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of securities of the Company of the same class as the securities included in any registration statement, including a sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten registration), during the seven-day period prior to, and during the 120-day period following, the effective date of the registration statement for each underwritten offering made pursuant to such registration statement, to the extent timely notified in writing by the Company or the managing underwriter or underwriters. This Paragraph 6(b) shall not apply to the Optionee if he is prevented by applicable statute or regulation from entering into any such agreement; provided that the Optionee shall undertake, in his request to participate in any such offering, not to effect any public sale or distribution of Common Stock commencing on the basis date of sale of such Common Stock unless he has provided 45 days’ prior written notice of such sale or distribution to the underwriter or underwriters.
(c) In connection with the Company’s registration obligations pursuant to this Paragraph 6, the Company shall use all reasonable efforts to effect such registration to permit the sale of such shares of Common Stock in accordance with the intended method or methods of disposition thereof.
(d) The Optionee shall furnish to the Company such information regarding the Optionee and the distribution of the number shares of Common Stock issued or issuable pursuant to this Option as the Company may from time to time reasonably request in writing.
(e) All expenses incident to the Company’s performance of or compliance with the registration provisions contained in this Paragraph 6 shall be borne by the Company (other than expenses of counsel to the Optionee and underwriters’ discounts or commissions), regardless of whether such securities requested to be included registration statement becomes effective.
(f) The Optionee agrees that he will execute such documents and other papers and take such further actions as the Company may reasonably request including, without limitation, agreements providing for cross-indemnification by the Optionee and the Company, in such Shareholdersform as is customarily used in a registration such as that contemplated by this Paragraph 6.
Appears in 1 contract
Samples: Nonstatutory Stock Option Agreement (Poore Brothers Inc)
Piggyback Registration Rights. If at Except as otherwise required by Rule 144 of Securities Act (“Rule 144”), in order to assist with the elimination of any time while restriction following the ----------------------------- Common Stock (issuance of the shares of Common Aggregate Stock and any securities issued as a dividend thereon, Consideration at the Effective Time (including but not limited to such restrictions arising from or in exchange thereforconnection with the shares of Aggregate Stock Consideration being “restricted securities”, hereinafter as such term is defined in this Article III referred to as "Restricted Securities"Rule 144) is outstanding, on the Company Stockholders from trading the shares of Aggregate Stock Consideration, if Mobix proposes (i) to file a registration statement under the Securities Act (other than on Forms S-4 or S-8 under the Securities Act or their equivalent), with respect to any shares an offering of Common Stock equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of Mobix other than the Company Stockholders or (ii) proposes to consummate an underwritten offering for its own account or for the account of stockholders of Mobix other than the Company Stockholders, then Mobix shall give written notice of such proposed action to all of the Company Stockholders as soon as practicable (but in the case of filing a "Registration Statement"registration statement, not less than twenty (20) days before the anticipated filing date of such registration statement), it will give written noticewhich notice shall (x) describe the amount and type of securities to be included, specifying the form and manner ofintended method(s) of distribution, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing name of the proposed Registration Statement. Upon written managing underwriter or underwriters, if any, and (y) offer to all of the Company Stockholders the opportunity to register the sale of the shares of Aggregate Stock Consideration as such Company Stockholders may request by any Shareholder in writing within fifteen ten (1510) days in the case of filing a registration statement and five (5) days in the case of an underwritten offering, in each case, after receipt of such noticewritten notice (such Registration, the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder“Piggyback Registration”). The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing thatMobix shall, in its opiniongood faith, the number of cause such shares of Common Aggregate Stock proposed Consideration to be included in such Piggyback Registration Statement exceeds and shall use its best efforts to cause the number which can be sold in such managing underwriter or underwriters of a proposed underwritten offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, permit the shares of Common Aggregate Stock proposed Consideration requested by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company Stockholders pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested this Section 7.06 to be included in such a Piggyback Registration Statement pro rata among all Shareholders on the same terms and other Persons with piggyback registration rights both requesting and entitled to conditions as any similar securities of Mobix included in such registration on statement and to permit the basis of the number sale or other disposition of such registrable securities requested in accordance with the intended method(s) of distribution thereof. All such Company Stockholders proposing to be included distribute their registrable securities through an underwritten offering under this Section 7.06 shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwritten offering by such ShareholdersXxxxx.
Appears in 1 contract
Piggyback Registration Rights. If In addition to the provisions of Sections 7.1 and 7.3 hereof, the Lender shall have the following "piggyback" registration rights:
7.2.1. If, at any time while commencing after the ----------------------------- Common Stock (shares exercise of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstandingthe Option until the sixth anniversary of such date, the Company Borrower proposes to file a registration statement register any of its equity securities under the Securities Act (other than on Forms pursuant to Form S-8, S-4 or S-8 under the Securities Act or their equivalent), with respect to any shares of Common Stock (a "Registration Statement"comparable registration statement), it will give written noticexxxxxx, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) 30 days prior to the date of filing of each such registration statement, to the proposed Registration StatementLender of its intention to do so. Upon written request by any Shareholder If the Lender notifies the Borrower within fifteen (15) 20 days after receipt of any such noticenotice of its desire to include any Shares owned by it (whether issued or issuable under currently exercisable warrants or options) in such proposed registration statement, the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sellBorrower shall, subject to the following:
(a) The Company will pay provisions set forth below, afford the expense of Lender the opportunity to have any such registration, except that each holder of Restricted Securities that are included in Shares registered under such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securitiesstatement. If such Registration Statement involves registration is an underwritten offering by the Company registration, and the managing underwriter advises underwriter(s) advise the Company Borrower in writing that, that in its opinion, opinion the number of shares of Common Stock proposed securities requested to be included in such Registration Statement registration exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereofsuch underwriters' ability to effect an orderly distribution of such securities, the Company Borrower will give the Lender notice of such fact and include in such Registration Statement registration first, the securities proposed to be sold by the extent Borrower for its own account and for the account of any stockholder of the Borrower entitled to demand registration, and second, any other securities of the Borrower having registration rights, including the Shares owned by the Lender, on a pro rata basis. In determining the pro rata basis, the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; securities shall include all outstanding Shares and (iii) third, other shares of Common Stock all Shares underlying currently exercisable warrants or options requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled statement.
7.2.2. Notwithstanding the provisions of this Section 7.2, the Borrower shall have the right at any time after it shall have given written notice pursuant to such registration on the basis this Section 7.2 (irrespective of the number whether a written request for inclusion of any such securities requested shall have been made) to be included by elect not to file any such Shareholdersproposed registration statement, or to withdraw the same after filing but prior to the effective date thereof.
Appears in 1 contract
Samples: Revolving Subordinated Promissory Note (Johnston Richard P)
Piggyback Registration Rights. (a) If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company (or any successor company or parent or affiliate of any successor company) proposes to file a registration statement under the Securities Act (other than on Forms S-4 or S-8 under the Securities Act or their equivalent), with respect to an offering of equity securities (A) for the Company’s own account or (B) for the account of any of the holders of its equity securities, then the Company shall give written notice of such proposed filing to the undersigned as soon as practicable (but in no event less than ten (10) days before the anticipated filing date), and such notice shall offer the undersigned the opportunity to register such number of shares of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner ofConversion Securities, and all other relevant facts involved in,if applicable, such proposed registration Additional Shares (including without limitationcollectively, the identity Registrable Securities)as the undersigned may request on the same terms and conditions as the Company’s or the holders of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, the Company will include in the equity securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable statement (a “Piggyback Registration”). If the undersigned desires to have his or its Restricted Registrable Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If included in such Registration Statement is for a prospective underwritten offeringregistration statement, the holder agrees to sell his or its Restricted Securities, if the Company undersigned shall so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises advise the Company in writing that, in its opinion, (stating the number of shares of Common Stock desired to be registered) within five (5) days after the date of such notice from the Company. The Undersigned shall have the right to withdraw such request for inclusion of Registrable Securities in any registration statement pursuant to this section by giving written notice to the Company of such withdrawal prior to the effective date of the registration statement. Subject to Section 6(b) below, the Company shall include in such registration statement all such Registrable Securities requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other securities originally proposed to be registered.
(b) If the registration relates to an underwritten public offering and in the good faith judgment of the managing underwriter the inclusion of all of the Conversion Securities requested to be registered under this Section 7 would adversely affect the marketing of the shares for which the registration statement was to be filed, the number of Registrable Securities otherwise to be included in such Registration Statement exceeds the number which can underwritten public offering may be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent of the reduced pro rata (by number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included registered) among the undersigned and any other holders of securities requesting registration. If the undersigned proposes to distribute its Conversion Securities through such underwriting the undersigned shall (together with the Company) enter into an underwriting agreement in such Registration Statement pro rata among all Shareholders and other Persons customary form with piggyback registration rights both requesting and entitled to such registration on the basis of underwriter or underwriters selected by the number of such securities requested to be included by such ShareholdersCompany.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (AccountAbilities, Inc.)
Piggyback Registration Rights. If at NECX should register any time while the ----------------------------- of its Common Stock or other securities under the Act, either for its own account or for the account of a security holder or holders other than the MNS Holders, other than (shares of Common Stock and any securities issued as i) a dividend thereonregistration relating solely to employee benefit plans, or (ii) a registration relating solely to a transaction of the type described in exchange therefor, hereinafter in this Article III referred to as Rule 145(a) of the Securities and Exchange Commission ("Restricted SecuritiesSEC") is outstanding, the Company proposes to file a registration statement under the Securities Act (other than on Forms S-4 or S-8 under the Securities Act or their equivalent)Act, with respect to any shares of Common Stock (a "Registration Statement")NECX shall, it will at such time, promptly give each MNS Holder written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing notice of the proposed Registration Statementregistration. Upon the written request by any Shareholder of a Holder given within fifteen (15) 20 days after receipt mailing of such noticenotice by NECX, the Company will include in the securities transaction then NECX shall cause to be registered by such Registration Statement under the Act all of the Restricted Securities of the Company NECX Shares that such Shareholder desires Holder has requested to sellbe registered. Whenever required under this Section to effect the registration of any NECX Shares, subject to the followingNECX shall, as expeditiously as is practicable:
(a) The Company will pay Prepare and file with the expense SEC a registration statement including the requested NECX Shares and use its best efforts to cause such registration statement to become effective, and keep such registration statement effective for a period of up to 120 days or until the distribution contemplated in such registrationRegistration Statement has been completed; provided, except however, that each holder such 120-day period shall be extended as to an MNS Holder for a period of Restricted Securities that are time equal to the period the MNS Holder refrains from selling any securities included in such registration shall pay all underwriting discounts and commissions applicable to his at the request of NECX or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; andan underwriter of securities of NECX.
(b) If Prepare and file with the SEC such Registration Statement is for amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement.
(c) Furnish to the MNS Holders such numbers of copies of a prospective underwritten offeringprospectus, including a preliminary prospectus, in conformity with the holder agrees requirements of the Act, and such other documents as they may reasonably request in order to sell his facilitate the disposition of NECX Shares owned by them.
(d) Register or its Restricted Securities, if qualify the Company so requests, on NECX Shares covered by such registration statement under the same basis securities or "blue sky" laws of such jurisdictions as the other Restricted Securities being sold MNS Holders reasonably request.
(e) Notify each MNS Holder at any time when a prospectus relating thereto is required to be delivered under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering Act of Restricted Securities contemplated by such Registration Statement without any obligation to the holder happening of any Restricted Securities. If such Registration Statement involves an underwritten offering by event as a result of which the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock proposed to be prospectus included in such Registration Statement exceeds registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the number statements therein not misleading in light of the circumstances then existing. In the event an managing underwriter engaged to effect the sale of securities subject to any registration statement in which can the MNS Holders are entitled under this Section to include their NECX shares determines that such inclusion would not be sold in the best interest of the offering, then such offering without materially shares shall not be included and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement covenant herein given shall be extended to the extent of next subsequent registration statement to the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse same effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of such securities requested to be included by such Shareholdersas provided herein.
Appears in 1 contract
Piggyback Registration Rights. If at The Company hereby grants to the Holder piggyback registration rights with respect to all or any time while portion of the ----------------------------- shares of Underlying Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred which Holder shall have the right to as "Restricted Securities") is outstanding, acquire hereunder. In the event Company proposes to file a registration statement register any of its Common Stock or other securities under the Securities Act of 1933, as amended (other than on Forms S-4 or S-8 under the Securities Act or their equivalent“Act”), in connection with respect to any shares the public offering of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitationsecurities, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold)Company shall, to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statementany such registration, promptly give Holder written notice of such registration. Upon the written request by any Shareholder of Holder given within fifteen ten (1510) days after receipt of such noticenotice by the Company, the Company will include in the securities transaction shall cause to be registered by such Registration Statement under the Act any of the Underlying Common Stock under this Warrant that Holder has requested to be registered. If Holder decides not to include all of its Underlying Common Stock in any registration statement filed by Company, Holder shall nevertheless continue to have the Restricted Securities of right to include any Underlying Common Stock under this Warrant in any subsequent registration statement or registration statements as may be filed by the Company that such Shareholder desires with respect to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without its Common Stock or other securities under the Act, all upon the terms and conditions set forth herein. In connection with any obligation offering involving an underwriting of shares of the Company’s Common Stock in which Holder makes a written request pursuant to the holder provisions of the preceding paragraph, the Company shall not be required to include any Restricted Securities. If of Holder’s Underlying Common Stock in such Registration Statement involves an underwritten offering by underwriting unless Holder accepts the terms of the underwriting as agreed upon between the Company and the managing underwriter advises underwriters selected by it, and then only in such quantity as the Company underwriters determine in writing thattheir sole reasonable discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, in its opinionincluding Holder’s Underlying Common Stock, the number of shares of Common Stock proposed requested to be included in such Registration Statement registration exceeds the number which can be sold amount of securities that the underwriters determine in such offering without materially and adversely affecting their sole reasonable discretion is compatible with the successful marketing thereofsuccess of the offering, then the Company will include in such Registration Statement registration, to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect offering, (i) first, the shares of Common Stock first securities proposed by the Company to be sold for its own account; , and (ii) second, the shares of second Underlying Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; Holder and (iii) third, securities of other shares of Common Stock selling security holders requested to be included in such Registration Statement pro registration pro-rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of share of such securities so proposed to be sold and so requested to be included; provided, however, that the Holder shall have pro-rata rights of registration with all shares sought to be included by such Shareholdersofficers and directors of the Company as well as holders of ten percent (10%) or more of the Company’s Common Stock.
Appears in 1 contract
Piggyback Registration Rights. If at any time while the ----------------------------- Savvis proposes to register any of its Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file other than a registration statement on Form S-4 or Form S-8 promulgated under the Securities Act (or any successor forms thereto) or any other than on Forms S-4 or S-8 under form not available for registering the Securities Act or their equivalent), with respect Restricted Stock for sale to any shares of Common Stock (a "Registration Statement"the public), it will give written notice, specifying notice (each such notice a “Piggyback Notice”) at such time to each Investor of its intention to do so. Upon the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller written request of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold)Investor, to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder given within fifteen (15) 30 days after receipt by such holder of such noticethe Piggyback Notice, to register any of its Restricted Stock (which request shall state the Company amount of Restricted Stock to be so registered and the intended method of disposition thereof), Savvis will include use its reasonable best efforts to cause the Restricted Stock, as to which registration shall have been so requested, to be included in the securities transaction to be covered by the registration statement proposed to be filed by Savvis, all to the extent requisite to permit the sale or other disposition by such Investor (in accordance with its written request) of such Restricted Stock so registered; provided, nothing herein shall prevent Savvis from abandoning or delaying such registration at any time. In the event that any registration referred to in this paragraph (d) shall be, in whole or in part, an underwritten public offering of Common Stock of Savvis, any request by an Investor pursuant to this paragraph (d) to register Restricted Stock shall specify either that (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Savvis Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of Common Stock in reasonably similar circumstances. The number of shares of Restricted Stock to be included in such an underwritten offering may be reduced (x) if the stockholder or stockholders of Savvis requesting to have shares of Restricted Stock included in a registration contemplated by this Section 3(d) are Investors, pro rata among the requesting Investors based upon the number of shares of Restricted Stock so requested to be registered by such Registration Statement all or (y) if stockholders of the Restricted Securities Savvis other than Investors also request to have their shares of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are Common Stock included in such a registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to this Section 3(d), pro rata among all the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, requesting stockholders based upon the number of shares of Common Stock proposed of Savvis so requested to be included in such Registration Statement exceeds the number which can be sold in such offering without materially registered, if and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent that the managing underwriter of such offering shall be of the number of shares of Common Stock which good faith opinion that such inclusion would adversely affect the Company is so advised can be sold in such offering marketing (including, without such material adverse effect (i) firstlimitation, the shares offering price) of Common Stock proposed by the Company securities to be sold by Savvis therein, or by the other security holders for its own account; (ii) second, whose benefit the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of such securities requested to be included by such Shareholdersstatements has been filed.
Appears in 1 contract
Samples: Registration Rights Agreement (Savvis Communications Corp)
Piggyback Registration Rights. If at any time while (a) The Company shall advise the ----------------------------- Common Stock (shares Holder by adequate written notice prior to the filing of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file a registration statement newly filed Registration Statement under the Securities Act (other than excluding registration on Forms S-4 S-8, S-4, or S-8 under any successor forms thereto, and excluding the Securities Act or their equivalentamendment of any registration statement filed by the Company with the SEC prior to the Closing), with respect to any shares of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity covering securities of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected Company to be sold), to each offered and sold by the Company or other holders of the Shareholders that hold Restricted Securities Company's securities and shall, upon the request of the Holder given at least thirty ten (3010) business days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw include in any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation such information as may be required to permit a public offering of the holder of any Restricted SecuritiesStock. If The Holder shall furnish such Registration Statement involves an underwritten offering information as may be reasonably requested by the Company in order to include such Restricted Stock in the Registration Statement. In the event that any registration pursuant to this Paragraph 2 shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the Company, and the managing underwriter advises underwriters advise the Company in writing that, that in its opinion, their opinion the number of shares of Common Stock proposed securities requested to be included in such Registration Statement registration exceeds the number which can be sold in an orderly manner in such offering without materially and adversely affecting within a price range acceptable to the successful marketing thereofCompany, the Company will shall include in such Registration Statement to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect registration (i) first, the shares of Common Stock proposed by securities the Company proposes to be sold for its own account; sell, and (ii) second, the shares of Common Restricted Stock proposed to be registered by and any other shareholders of the Company pursuant to a written demand registration right; registerable securities eligible and (iii) third, other shares of Common Stock requested to be included in such Registration Statement registration to the extent that the number of shares to be registered will not, in the opinion of the managing underwriters, adversely affect the offering of the securities pursuant to clause (i), pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to the holders of such registration registerable securities, including the Holder of the Restricted Stock, on the basis of the number of shares eligible for registration which are owned by all such securities requested holders. Notwithstanding the foregoing, the Company may withdraw any registration statement referred to in this Paragraph 2 without thereby incurring liability to the holders of the Restricted Stock.
(b) Notwithstanding anything to the contrary contained herein, the Company's obligation in Paragraph 2(a) above shall extend only to the inclusion of the Restricted Stock in a Registration Statement filed under the Securities Act. The Company shall have no obligation to assure the terms and conditions of distribution, to obtain a commitment from an underwriter relative to the sale of the Restricted Stock or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Restricted Stock. Furthermore, the Company shall not be included by such Shareholdersrestricted in any manner from including within the Registration Statement or the distribution, the issuance or resale of any of its or any other securities.
Appears in 1 contract
Piggyback Registration Rights. If Until such time as the Registrable ------------------------------ Securities may be sold in accordance with Rule 144(k) of the Commission under the Securities Act, if the Company at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file on its behalf and/or on behalf of any of its security holders (the "DEMANDING SECURITY HOLDERS") a registration statement under the Securities Act on any form (other than a registration statement on Forms Form S-4 or S-8 under or any successor form or to the Securities Act or their equivalent)Company's employees pursuant to any employee benefit plan, respectively) for the general registration of securities to be sold for cash with respect to any shares of the Common Stock (a "Registration Statement")Stock, it will give written noticenotice to the Registered Holders at least 30 days before the initial filing with the Commission of the registration statement (or, specifying in the form case of a registration statement that has already been filed with the Commission but has not yet been declared effective, within 30 days before the filing of an amendment to the registration statement), which notice shall set forth the intended method of disposition of the securities that the Company proposes to register. The notice shall offer to include in such filing the aggregate number of Registrable Securities as the Registered Holder may request. Nothing in this Section 5B shall preclude the Company from discontinuing the registration of its securities being effected on its behalf under this Section 5B at any time and manner offor any reason before the effective date of the registration relating thereto; but, and all other relevant facts involved in, such proposed registration (including without limitationin that event, the identity Company shall notify the Registered Holders of such discontinuation of the managing underwriter and registration. Each Registered Holder desiring to have Registrable Securities registered under this Section 5B shall advise the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) Company in writing within 20 days prior to after the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such noticeoffer from the Company, setting forth the amount of Registrable Securities for which registration is being requested. The Company will shall thereupon include in such filing the securities transaction to be registered by such Registration Statement all number of the Restricted shares of Registrable Securities of the Company that such Shareholder desires to sellfor which registration is so requested, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securitiesnext sentence. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises or underwriters of the proposed public offering shall advise the Company in writing that, in its their good faith opinion, the number of shares of Common Stock proposed securities to be included in such Registration Statement exceeds the number which can be sold in such offering without registration would materially and adversely affecting affect the successful marketing thereofor price of such securities to be sold, the Company will include allocate the securities to be included in such Registration Statement to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) registration first, the shares of Common Stock proposed securities to be included in such registration by the Company to be sold for its own account; (ii) second, holder or holders initiating the shares of Common Stock proposed to be registered by other shareholders of registration and the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock Registrable Securities requested to be included in such Registration Statement pro rata among all Shareholders registration by the Registered Holders and other Persons with piggyback registration rights both requesting and entitled securities proposed to such registration on be sold by the basis of the number of such securities Company for its own account or requested to be included in such registration by holders of securities other than the Registered Holders (pro rata based on the number of securities proposed to be sold by all Registered Holders and the Company). Except as otherwise provided in Section 5D, the Company shall bear all expenses of such Shareholdersregistration. If any registration pursuant to this Section 5B is underwritten, the Company will select investment banker(s) and manager(s) and make other decisions regarding the underwriting arrangements for the offering. The Company has not entered into, and on or after the date of this Warrant, will not enter into, any agreement that is inconsistent with the rights granted to the Registered Holders in this Warrant or that otherwise conflicts with its provisions. The rights granted to the Registered Holders under this Warrant do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's other issued and outstanding securities under any such agreements. Without limiting the generality of the foregoing, the Company shall not grant to any Person the right to request it to register any of its securities under the Securities Act unless the rights so granted are not in conflict with or inconsistent with the provisions of this Warrant. Unless otherwise consented to in writing by the managing underwriter or underwriters, neither the Company nor any holder of Registrable Securities will effect any public sale or distribution of its Common Stock or its Convertible Securities during the 10 day period before, and during the 60 day period beginning on, the closing date of each underwritten offering by the Company made pursuant to a registration statement filed pursuant to this Section 5B or Section 5A (except as part of such underwritten registration) whether or not the holder participates in such registration; and, except as may be required under agreements that the Company enters into before the date hereof, the Company shall cause each holder of its privately placed Common Stock or Convertible Securities issued by it at any time on or after the date of this Warrant to agree not to effect any public sale or distribution of any such securities during such period, including a sale pursuant to Rule 144 or Rule 144A of the Commission under the Securities Act.
Appears in 1 contract
Piggyback Registration Rights. If at any time while To the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, extent the Company proposes does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company plans to file a registration statement under with the Securities Act SEC covering the sale of its shares of Class A Common Stock (other than a registration statement on Forms Form S-4 or S-8 under the Securities Act or their equivalentany similar successor forms thereto, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), with respect to any shares of Common Stock then, for a period commencing six (a "Registration Statement")6) months after the Initial Exercise Date and terminating on the Termination Date, it will the Company shall give written noticenotice (the “Piggyback Notice”) of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, specifying which notice shall describe the form amount and manner oftype of securities to be included in such offering, the intended method(s) of distribution, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing name of the proposed Registration Statement. Upon written managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request by any Shareholder in writing within fifteen three (153) business days after receipt of such noticePiggyback Notice (a “Piggyback Registration”). Notwithstanding the foregoing, the Company will include in the securities transaction may delay any Piggyback Notice to be registered by such Registration Statement any holders of Warrant Shares, including until after filing a registration statement, so long as all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense recipients of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on notice have the same basis amount of time to determine whether to participate in an offering as the other Restricted Securities being sold under they would have had if such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereundernotice had not been so delayed. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by shall cause such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock proposed Warrant Shares to be included in such Registration Statement exceeds registration and shall use its best efforts to cause the number which can be sold in such managing underwriter or underwriters of a proposed underwritten offering without materially and adversely affecting to permit the successful marketing thereof, the Company will include in such Registration Statement to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock Warrant Shares requested to be included in such a Piggyback Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis same terms and conditions as any similar securities of the number Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities requested to be included by through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such ShareholdersPiggyback Registration.
Appears in 1 contract
Piggyback Registration Rights. If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file a registration statement under the Securities Act (other than on Forms S-4 or S-8 under the Securities Act or their equivalent), with respect to an offering of any shares of Common Stock by the Company for its own account or for the account of any holder of Common Stock (including any Holder) (other than a registration statement on Form S-4 or Form S-8 or any substitute form that may be adopted by the SEC or any registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s existing security holders or under an employee benefit plan), then the Company shall give written notice of such proposed filing to the Holders of the Registrable Securities as soon as practicable (but in no event less than 15 days before the anticipated filing date of such registration statement), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (a "Registration Statement"“Piggyback Registration”); provided, it will give written noticehowever, specifying that if SCF elects not to register any Registrable Securities in an offering intended to be an Initial Public Offering, then no Holder shall be entitled hereunder to register any Registrable Securities in such Initial Public Offering; provided further, however, that in the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitationcase of an offering intended to be an Initial Public Offering, the identity Company shall not be obligated to provide written notice of any proposed filing of a registration statement to the Holders of the managing underwriter Registrable Securities until no less than 15 days before the anticipated filing date of a registration statement (or a pre-effective amendment thereof) that first identifies SCF as a selling stockholder in such registration statement. Each Holder of Registrable Securities agrees that the fact that such a notice has been delivered shall constitute confidential information and such Holder agrees not to disclose that such notice has been delivered or effect any public sale or distribution or Common Stock until the estimated price earlier of (net to i) the seller of any underwriting commissions registration statement prepared in connection with such Piggyback Registration has been filed with the SEC and discounts(ii) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) 20 days prior to after the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice. Subject to Section 3(b) hereof, the Company will shall include in the securities transaction to be registered by each such Piggyback Registration Statement all of the Restricted Registrable Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock proposed to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in the registration for such Registration Statement pro rata among all Shareholders and other Persons offering by written notice to the Company within 15 days of receipt (in accordance with piggyback registration rights both requesting and entitled Section 5.1 of the Agreement) of the Company’s notice referred to above; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration on the basis of the number for its own account prior to effectiveness of such registration whether or not any Holder of Registrable Securities has elected to include any Registrable Securities in such registration. Each Holder of Registrable Securities shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof. In connection with any filing of a “shelf” registration statement on Form S-3 (or any comparable or successor form) by the Company for the offer and sale of securities requested by the Company from time to time pursuant to Rule 415, the Piggyback Registration rights contemplated by this Section 3 for all Holders of Registrable Securities shall apply only at the time that such “shelf” registration statement is filed by the Company and not in connection with each offering of securities from such “shelf” NINE ENERGY SERVICE, INC. EXHIBIT B TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT registration statement; provided, however, that any Holder of Registrable Securities that exercises its Piggyback Registration rights with respect to the filing of such “shelf” registration statement shall be permitted to be included in any such offering of securities by the Company from such Shareholders“shelf” registration statement as though such offering were the filing of a new registration statement for purposes of this Section 3.
Appears in 1 contract
Piggyback Registration Rights. If at any time while Subject to the ----------------------------- Common Stock vesting schedule in Section 1, to the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale of its Class B Ordinary Shares (shares of Common Stock and any securities issued as other than (i) the registration statement in connection with the Company’s initial public offering, or (ii) a dividend thereonregistration statement on Form S-4 or S-8, or on another form, or in exchange thereforanother context, hereinafter in this Article III referred to as "Restricted Securities"which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the fifth (5th) is outstandinganniversary of the Initial Exercise Date, the Company proposes to file a registration statement under the Securities Act (other than on Forms S-4 or S-8 under the Securities Act or their equivalent), with respect to any shares of Common Stock (a "Registration Statement"), it will shall give written noticenotice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, specifying which notice shall describe the form amount and manner oftype of securities to be included in such offering, the intended method(s) of distribution, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing name of the proposed Registration Statement. Upon written managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request by any Shareholder in writing within fifteen five (155) business days after receipt of such notice, the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
notice (a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder“Piggyback Registration”). The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by shall cause such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock proposed Warrant Shares to be included in such Registration Statement exceeds registration and shall use its best efforts to cause the number which can be sold in such offering without materially and adversely affecting managing underwriter or underwriters of a proposed underwritten offering, if any, to permit the successful marketing thereof, the Company will include in such Registration Statement to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock Warrant Shares requested to be included in such a Piggyback Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis same terms and conditions as any similar securities of the number Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities requested to be included by through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such ShareholdersPiggyback Registration.
Appears in 1 contract
Piggyback Registration Rights. (a) If the Company at any time while proposes to register any of its securities under the ----------------------------- Common Stock Act, whether of its own accord or at the demand of any holder of such securities pursuant to an agreement with respect to the registration thereof (shares provided such agreement does not prohibit third parties from including additional securities in such registration), and if the form of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred registration statement proposed to as "Restricted be used may be used for the registration of Registerable Securities") is outstanding, the Company proposes to file a registration statement under the Securities Act (other than on Forms S-4 or S-8 under the Securities Act or their equivalent), with respect to any shares of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net notice to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) Holder not less than 10 days nor more than 30 days prior to the date of filing of such registration statement of its intention to proceed with the proposed Registration Statement. Upon registration (the "Piggyback Registration"), and, upon written request by any Shareholder of the Holder made within fifteen ten (1510) days after the receipt of any such noticenotice (which request will specify the Registerable Securities intended to be disposed of by the Holder and state the intended method of disposition thereof), the Company will include in the securities transaction use its best efforts to cause all Registerable Securities of Holder as to which registration has been requested to be registered by under the Act, provided that if such Registration Statement all of the Restricted registration is in connection with an underwritten public offering. Holder's Registerable Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are be included in such registration shall pay all underwriting discounts be offered upon the same terms and commissions applicable conditions as apply to his or its Restricted any other securities included in such registration. Notwithstanding anything contained in this Section 1.2 to the contrary, the Company shall have no obligation to cause Registerable Securities and all legal fees and expenses to be registered with respect to any Registerable Securities which shall be eligible for resale under Rule 144(k) of his or its counsel, if any; andthe Securities Act.
(b) If such a PiggyBack Registration Statement is for a prospective primary registration on behalf of the Company and is in connection with an underwritten offering, the holder agrees to sell his or its Restricted Securities, and if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises underwriters advise the Company in writing that, that in its opinion, their opinion the number amount of shares of Common Stock proposed securities requested to be included in such Registration Statement registration (whether by the Company, the Holder, or other holders of the Company's securities pursuant to any other rights granted by the Company to demand inclusion of any such securities in such registration) exceeds the number amount of such securities which can be successfully sold in such offering without materially and adversely affecting the successful marketing thereofoffering, the Company will include in such Registration Statement registration the amount of securities requested to be included which in the extent opinion of the number of shares of Common Stock which the Company is so advised such underwriters can be sold sold, in such offering without such material adverse effect the following order (iA) first, all of the shares of Common Stock proposed by securities the Company proposes to be sold for its own account; sell, and (iiB) second, the shares of Common Stock proposed to be registered by any other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock securities requested to be included in such Registration Statement registration, pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration the holders thereof on the basis of the number amount of such securities then owned by such holders.
(c) If a Piggyback Registration is a secondary registration on behalf of the holders of securities of the Company and is in connection with an underwritten public offering, and if the managing underwriters advise the Company in writing that in their opinion the amount of securities requested to be included in such registration (whether by such holders, by the Holder, or by holders of the Company's securities pursuant to any other rights granted by the Company to demand inclusion of securities in such registration) exceeds the amount of such securities which can be sold in such offering, the Company will include in, such registration the amount of securities is requested to be included which in the option of such underwriters can be sold, in the following order (A) first, all of the securities requested to be included by holders demanding or requesting such Shareholdersregistration, and (B) second, any other securities requested to be included in such registration, pro rata among the holders thereof on the basis of the amount of such securities then owned by such holders.
Appears in 1 contract
Samples: Registration Agreement (Insynq Inc)
Piggyback Registration Rights. (a) If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company Parent proposes to file a registration statement under the Securities Act (other than on Forms S-4 or S-8 under the Securities Act or their equivalent), with respect to an Underwritten Offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of Parent on a form that would permit registration of Registrable Securities, other than a registration statement (i) filed in connection with any shares employee stock option or other benefit plan, (ii) for an exchange offer or offering of Common Stock securities solely to the Stockholders, (iii) for an offering of debt that is convertible into equity securities of Parent, (iv) for a "Registration Statement")dividend reinvestment plan or (v) on Form S-4, it will then Parent shall give written noticenotice of such proposed filing to all of the Stockholders as soon as practicable but not less than ten (10) days before the anticipated filing date of such registration statement, specifying which notice shall
(A) describe the form amount and manner oftype of securities to be included in such offering, the intended method(s) of distribution, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing name of the proposed Registration Statement. Upon written managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Stockholders the opportunity to register the sale of such number of Registrable Securities as such Stockholders may request by any Shareholder in writing within fifteen five (155) days after receipt of such notice, the Company will include written notice (in the securities transaction case of an “overnight” or “bought” offering, such requests must be made by the Stockholders within one (1) Business Day after the delivery of any such notice by Parent) (such Registration a “Piggyback Registration”); provided, however, that if Parent has been advised by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Stockholders will have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), Parent shall not be required to offer such opportunity to the Stockholders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be registered by such Registration Statement all offered for the accounts of Stockholders shall be determined based on the Restricted Securities provisions of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; andthis Section 3.03.
(b) If Subject to this Section 3.03, Parent shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration Statement is for and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a prospective underwritten offering, proposed Underwritten Offering to permit the holder agrees Registrable Securities requested by the Stockholders pursuant to sell his or its Restricted Securities, if the Company so requests, this Section 3.03 to be included in a Piggyback Registration on the same basis terms and conditions as the other Restricted Securities being sold under any similar securities of Parent included in such Registration Statementand to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. If no written request for inclusion from a Stockholder is received within the specified time, including executing a customary each such Stockholder shall have no further right to participate in such Underwritten Offering. All such Stockholders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.03 shall enter into an underwriting agreement and providing in customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective form with the Underwriter(s) selected for such Underwritten Offering by Parent.
(c) If the managing Underwriter or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation Underwriters in an Underwritten Offering that is to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company be a Piggyback Registration, in good faith, advises Parent and the managing underwriter advises Stockholders participating in the Company in writing that, in its opinion, Piggyback Registration that the dollar amount or number of shares of Common Stock proposed that Parent desires to be included in such sell, taken together with (i) the shares of Common Stock, if any, as to which Registration Statement has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Stockholders hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to this Section3.03, and (iii) the shares of Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy- back registration rights of other stockholders of Parent, exceeds the number Maximum Number of Securities, then:
i. If the Registration is undertaken for Parent’s account, Parent shall include in any such Registration:
(A) first, shares of Common Stock or other equity securities that Parent desires to sell, which can be sold in such offering without materially and adversely affecting exceeding the successful marketing thereofMaximum Number of Securities;
(B) second, the Company will include in such Registration Statement to the extent that the Maximum Number of Securities has not been reached under the number foregoing clause (A), pro rata to (i) the Registrable Securities of Stockholders exercising their rights to register their Registrable Securities pursuant to this Section 3.03 and (ii) shares of Common Stock or other equity securities, if any, as to which the Company is so advised Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of Parent, which can be sold without exceeding the Maximum Number of Securities;
ii. If the Registration is pursuant to a demand by persons or entities other than the Stockholders pursuant to separate written contractual arrangements, then Parent shall include in any such offering without such material adverse effect Registration:
(iA) first, the shares of Common Stock proposed by or other equity securities, if any, of such requesting persons or entities, other than the Company to Stockholders, which can be sold for its own account; without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), pro rata to (i) the Registrable Securities of Stockholders exercising their rights to register their Registrable Securities pursuant to this Section 3.03, (ii) second, the shares of Common Stock proposed or other equity securities that Parent desires to be registered by other shareholders of the Company pursuant to a written demand registration right; sell, and (iii) third, other shares of Common Stock requested or other equity securities for the account of other persons or entities that Parent is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be included sold without exceeding the Maximum Number of Securities.
iii. Any Stockholder shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to Parent and the Underwriter or Underwriters (if any) of its intention to withdraw from such Piggyback Registration prior to the public announcement of such Underwritten Offering. Parent (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the SEC in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement pro rata among all Shareholders and other Persons Statement. Notwithstanding anything to the contrary in this Agreement, Parent shall be responsible for the Registration Expenses incurred in connection with piggyback registration rights both requesting and entitled the Piggyback Registration prior to such registration on the basis its withdrawal under this Section 3.03.
(d) For purposes of the number of such securities requested clarity, any Registration effected pursuant to Section 3.03 hereof shall not be included by such Shareholderscounted as a Registration effected under Section 3.02 hereof.
Appears in 1 contract
Piggyback Registration Rights. If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file register any of its Common Stock or any other equity securities (or other securities convertible into equity securities) of the Company under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (other than a Demand Registration or a registration statement on Form S-4 or Form S-8 promulgated under the Securities Act (or any successor forms thereto) or any other than on Forms S-4 or S-8 under form not available for registering the Securities Act or their equivalentRegistrable Stock for sale to the public), as soon as practicable prior to the filing of such registration statement with respect to any shares of Common Stock (a "Registration Statement")the Commission, it will give written notice, specifying the form and manner of, and all other relevant facts involved in, notice of its intention to effect such registration (each such notice a “Piggyback Notice”) to (i) if such proposed registration (including without limitationis being made in connection with the Company’s initial Public Offering, the identity WCAS and, unless WCAS elects to waive its rights under this Section 2(d) as provided below with respect to such registration within ten days of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold)receiving its Piggyback Notice, to each of other Stockholder who at the Shareholders that hold Restricted Securities time holds Registrable Stock or (ii) if such proposed registration is to occur after the IPO Date, to each Stockholder who at least thirty (30) days prior to the date of filing of the proposed Registration Statementtime holds Registrable Stock. Upon the written request by of any Shareholder within fifteen (15) days after receipt of Stockholder receiving such notice, given within 20 days after the Company will include in the securities transaction to be registered by such Registration Statement all giving of the Restricted Securities Piggyback Notice to all Stockholders holding Registrable Stock, to register any of the Company that such Shareholder desires to sell, subject to the following:
its Registrable Stock (a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration which request shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, state the number of shares of Registrable Stock to be so registered and, subject to the other requirements of this Section 2, the intended method of disposition thereof), the Company will use its commercially reasonable efforts to cause the Registrable Stock, as to which registration shall have been so requested, to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition by such Stockholder of such Registrable Stock so registered; provided, that nothing herein shall prevent the Company from abandoning or delaying such registration at any time. Notwithstanding anything to the contrary contained herein, in connection with any registration statement to be filed prior to the IPO Date, if WCAS elects to waive its rights under this Section 2(d) with respect to such registration and the related initial Public Offering, such waiver shall be effective as a waiver of the rights of all Stockholders under this Section 2(d) with respect to such registration and offering. In the event that any registration referred to in this Section 2(d) shall be, in whole or in part, an underwritten public offering, such Registrable Stock shall be included in the underwriting on the same terms and conditions as the shares otherwise being sold through underwriters under such registration. The number of shares of Registrable Stock to be included in such an underwritten offering may be reduced (following consultation with the Company and WCAS) if and to the extent that, in the good faith opinion of the managing underwriter of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the shares or other securities to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) first, all shares proposed to be included by the Company for the account of the Company shall be included, (B) second, all Registrable Stock proposed to be included by the Stockholders shall be included (subject to pro rata reduction among the Stockholders seeking to include Registrable Stock in such offering based on the number of shares of Registrable Stock held by such Stockholders), and (C) finally, Common Stock proposed to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares account of Common Stock proposed to be registered by other shareholders stockholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to shall be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of such securities requested to be included by such Shareholdersincluded.
Appears in 1 contract
Samples: Registration Rights Agreement (K2m Group Holdings, Inc.)
Piggyback Registration Rights. If at (a) At any time while after the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereonClosing Date, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, if the Company proposes to file register (whether proposed to be offered for sale by the Company or by any other Person) any shares of capital stock (collectively, the “Other Securities”) under the Securities Act on a form and in a manner that would permit registration statement of the Registrable Securities for sale to the public under the Securities Act (other than on Forms it being understood that Form S-4 or S-8 is not a form that would permit registration of the Registrable Securities for sale to the public under the Securities Act or their equivalentAct), each Holder of Registrable Securities will have the right to include its Registrable Securities in such registration in accordance with respect to any shares of Common Stock (a "Registration Statement"), it this Section 2.02. The Company will give prompt written noticenotice to all Holders of Registrable Securities of its intention to register the Other Securities, describing the number of shares to be registered for sale and specifying the form and manner of, and all the other relevant facts involved in, in such proposed registration (including including, without limitation, whether or not such registration will be in connection with an underwritten offering, and if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting). Upon the estimated price (net written request of any Holder delivered to the seller Company within 15 days after such notice shall have been received by such Holder (which request shall specify the maximum number of any underwriting commissions and discounts) at which the Restricted Registrable Securities are expected intended to be solddisposed of by such Holder and shall confirm that such Holder will dispose of such Registrable Securities pursuant to the Company’s intended method of disposition), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Holders of such Registrable Securities; provided, however, that:
(i) if such registration involves an underwritten offering, all Holders requesting that their Registrable Securities be included in such registration must sell their Registrable Securities to the underwriters selected by the Company (and/or such other Person offering the Other Securities) on the same terms and conditions as the terms and conditions that apply to the Company (and/or such other Person(s) offering the Other Securities);
(ii) if, at any time after giving such written notice of its intention to register any of such Registrable Securities for sale, and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason to withdraw such Registration Statement, the Company may, at its election, give written notice of such determination to each Holder that has requested to register Registrable Securities and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that all Registration Expenses of such withdrawn registration shall be borne by the Shareholders that hold Restricted Securities at least thirty Company in accordance with Section 2.03 hereof; and
(30iii) the Company shall have no obligation to provide registration rights pursuant to this Section 2.02 during the period starting with the date 30 days prior to the Company’s good faith estimate of the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) of, and ending on a date 60 days after receipt of such noticethe effective date of, a registration subject to Section 2.01 hereof; provided, however, that the Company will include in the securities transaction uses its reasonable best efforts to be registered by cause such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; andbecome effective.
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees In connection with any Public Offering with respect to sell his or its Restricted Securitieswhich Holders shall have requested registration pursuant to this Section 2.02, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by managing underwriter shall advise the Company and the managing underwriter advises the Company in writing that, in its opinionview, the number of shares of Common Stock proposed securities (including the Registrable Securities) that the Company, the Holders and any other Person intend to be included include in such Registration Statement registration exceeds the largest number of securities which can be sold in without having an adverse effect on such offering without materially and adversely affecting offering, including the successful marketing thereofprice at which such securities can be sold (the “Piggyback Registration Maximum Offering Size”), the Company will include in such Registration Statement registration, in the following priority, up to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect Piggyback Registration Maximum Offering Size:
(i) first, all the shares of Common Stock proposed by Other Securities that the Company proposes to be sold for its own account; include in such registration;
(ii) second, the shares of Common Stock proposed Registrable Securities requested to be registered by other shareholders of the Company pursuant to a written demand this Section 2.02; if the number of Registrable Securities requested to be included exceeds the Piggyback Registration Maximum Offering Size less the number of Other Securities to be sold by the Company, then the Registrable Securities to be included in such registration right; and (iiirepresenting the Piggyback Registration Maximum Offering Size less the number of Other Securities to be sold by the Company) third, other shares shall be allocated pro rata among the Holders requesting registration based on the number of Common Stock securities duly requested to be included in such Registration Statement pro rata among registration by each such Holder; and
(iii) third, all Shareholders and Other Securities requested by any other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of such securities requested Person to be included in such registration (pursuant to contractual registration rights or otherwise).
(c) If a Holder decides not to include all of its Registrable Securities in any Registration Statement thereafter filed by the Company, such ShareholdersHolder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of securities, all upon the terms and conditions set forth herein.
(d) Notwithstanding anything in this Article II to the contrary, (i) the Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Article II incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans and (ii) the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.02 with respect to any written request delivered by any Shareholder pursuant to Section 2.02(a) at any time after the earlier of (x) the Extendible Date or (y) the first date on which the Holders are the Beneficial Owners of less than five percent (5%) of the Company’s outstanding Common Stock.
Appears in 1 contract
Samples: Registration Rights Agreement (ConnectOne Bancorp, Inc.)
Piggyback Registration Rights. If at any time while The Company agrees that if, after the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstandingdate hereof, the Company proposes to file Board shall authorize the filing of a registration statement under the Securities Act (other than on Forms S-4 or S-8 under the Securities Act or their equivalent), with respect to any shares of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock proposed to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect statement (i) first, the shares filed in connection with an offering of Common Stock proposed by the Company securities to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders employees or directors of the Company pursuant to a written demand registration right; and any employee stock option or other benefit plan, (ii) filed on Form S-4 or S-8 or any successor to such forms, (iii) thirdfor an exchange offer or offering of securities solely to the Company’s existing security holders, (iv) for a dividend reinvestment plan, or (v) solely in connection with a merger, share capital exchange, asset acquisition, share purchase, reorganization, amalgamation, subsequent liquidation, or other shares similar business transaction that results in all of Common Stock requested the Company’s shareholders having the right to exchange their common stock for cash, securities or other property of a non-capital raising bona fide business transaction) in connection with the proposed offer of any of its securities by it or any corporation with which it may combine or merge subsequent to the Offering, the Company shall: (A) promptly notify the Purchaser that such registration statement will be filed and that the Shares purchased pursuant to this Agreement and then held by the Purchaser (hereinafter the “Registrable Securities”) will be included in such Registration Statement pro rata among registration statement at such Purchaser’s request; (B) cause such registration statement to cover all Shareholders of such Registrable Securities issued to such Purchaser for which such Purchaser requests inclusion; (C) use reasonable best efforts to cause such registration statement to become effective as soon as practicable; and (D) take all other Persons reasonable action necessary under any Federal or state law or regulation of any governmental authority to permit all such Registrable Securities that have been issued to such Purchaser to be sold or otherwise disposed of, and will maintain such compliance with piggyback registration rights both requesting each such Federal and state law and regulation of any governmental authority for the period necessary for such Purchaser to promptly effect the proposed sale or other disposition, but no later than the date that, assuming compliance with all of the requirements of Rule 144 promulgated under the Securities Act, the Purchaser would be entitled to sell all the Registrable Securities pursuant to Rule 144 without limitation. If the Purchaser desires to include in such registration on the basis statement all or any part of the number Registrable Securities held by him/her/it, he/she/it shall, within twenty (20) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of such disposition of the Registrable Securities by the Purchaser. If the Purchaser decides not to include all of his/her/its Registrable Securities in any registration statement thereafter filed by the Company, the Purchaser shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. As used in this Section 5, the term “Shares” refers to the purchased Shares, all securities requested received in replacement of or in connection with the Shares pursuant to be included stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Purchaser is entitled by such Shareholders.reason of Purchaser’s ownership of the Shares. Subscription Agreement (Exhibit A)
Appears in 1 contract
Samples: Subscription Agreement (Cellular Biomedicine Group, Inc.)
Piggyback Registration Rights. If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file a registration statement register any of its securities under the Securities Act (other than on Forms S-4 (a) under employee compensation or S-8 benefit programs, (b) an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company, or (c) securities to be issued in a transaction described in Rule 145(a) promulgated under the Securities Act or their equivalent), with respect to any shares of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner ofAct, and all other relevant facts involved in, such proposed the registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected form to be sold), to each used may be used for the registration of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such noticeRegistrable Securities, the Company will give prompt written notice to Holders of Registrable Securities of its intention to effect such a registration and will include in such registration all Registrable Securities with respect to which the securities transaction Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice (a "Piggyback Registration"). The Company shall use its reasonable best efforts to cause the managing underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be registered by included in the registration statement (or registration statements) for such Registration Statement all of offering to be included therein on the Restricted Securities same terms and conditions as any similar securities of the Company that such Shareholder desires to sellincluded therein. Notwithstanding the foregoing, subject to if the following:
(a) The Company will pay the expense gives notice of such a proposed registration, except that each holder the total number of Restricted Registrable Securities that are which shall be included in such registration shall pay all underwriting discounts and commissions applicable be reduced pro rata to his or its Restricted Securities and all legal fees and expenses of his or its counselsuch number, if any; and
(b) If , as in the reasonable opinion of the managing underwriters of such Registration Statement is for a prospective underwritten offering, offering would not adversely affect the holder agrees marketability or offering price of all of the securities proposed to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering be offered by the Company in such offering; provided however, that (i) if such Piggyback Registration is incident to a primary registration on behalf of the Company, and to the managing underwriter advises extent not prohibited by any written registration rights agreements existing on the Company in writing that, in its opiniondate hereof, the number of shares of Common Stock proposed securities to be included in such Registration Statement exceeds the number which can be sold in such offering without materially registration statement (or registration statements) for any person other than the Holders and adversely affecting the successful marketing thereof, the Company will include in shall be first reduced prior to any such pro rata reduction, and (i) if such Piggyback Registration Statement is incident to a secondary registration on behalf of holders of securities of the Company and to the extent of not prohibited by any written registration rights agreements existing on the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) firstdate hereof, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested securities to be included in the registration statement (or registration statements) for any person not exercising "demand" registration rights other than the Holders shall be first reduced prior to any such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of such securities requested to be included by such Shareholdersreduction.
Appears in 1 contract
Samples: Registration Rights Agreement (Future Petroleum Corp/Ut/)
Piggyback Registration Rights. If at the Company intends to register securities of any time of its shareholders for an offering to the public while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") Warrant is outstandingexercisable, the Company proposes shall notify the Grantee of its intention to file do so and, subject to such limitations as shall affect all selling shareholders equally and as may be imposed by any underwriter of such offering or by law, the Grantee may irrevocably elect to participate in such offering on a registration statement under the Securities Act pari passu basis with any other selling shareholders (other than Cantor Xxxxxxxxxx X.X. or its affiliates, who shall have priority over the Grantee on Forms S-4 any cutback) based on the relative number of shares owned and options or S-8 warrants vested of each of such other selling shareholders (and its affiliates and permitted assigns) and the Grantee (the "Pari Passu Percentage"). Such participation shall be under the Securities Act same terms and conditions as may apply to such other shareholders, provided that the Grantee shall not have any rights to select the underwriter or their equivalent), with respect to any shares of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net similar matters given to the seller other shareholders. The Grantee shall make any election within 30 days of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such noticenotice of intent to register by a writing given to the Secretary of the Company, the Company will include which writing shall indicate his irrevocable election to sell in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten intended offering, the holder agrees number of Shares he wishes to sell and the portion thereof to be included by him. The Grantee's notice may not be for less than 50% of the number of Shares of the Grantee. The Grantee shall be responsible for delivery of the Shares covered by the notice on a timely basis. The Company shall only have to give notice of intent to register under this paragraph to the Grantee and any notice of intent to participate shall only be valid if received from the Grantee (or in the event of his or its Restricted Securitiesdeath, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunderhis executor). The Company may withdraw at any Registration Statement before it becomes effective time abandon any offering. The Company or postpone the offering of Restricted Securities contemplated by such Registration Statement underwriter may at any time cutback (including, without any obligation limitation, limiting the amount to the holder extent a prior amount had not been specified) on the number of shares in any Restricted Securitiesoffering in which the Company is offering shares and the underwriter may at any time cutback (including, without limitation, limiting the amount to the extent a prior amount had not been specified) on the number of shares to be offered by shareholders in any offering in which the Company is not also offering shares. If In either such Registration Statement involves an underwritten case the Grantee's Shares to be offered shall be proportionately reduced so that the amounts offered by the Grantee and by other shareholders (and their affiliates and permitted assigns) satisfy the Pari Passu Percentage. The Grantee shall have no right to participate in any offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of that does not include any shares of Common Stock proposed to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered owned by other shareholders and the provision of this paragraph shall not apply to any registration on Form S-8, or otherwise with regard to securities of compensatory plans of the Company pursuant Company, or any registration relating to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in business acquisitions on Form S-1 or Form S-4. The Grantee shall sign such Registration Statement pro rata among all Shareholders underwriting and other Persons with piggyback registration rights both requesting and entitled to such registration on agreements in the basis of same forms as signed by the number of such securities requested to be included by such Shareholdersother participating shareholders.
Appears in 1 contract
Samples: Warrant Agreement (Espeed Inc)
Piggyback Registration Rights. If (a) The Company agrees with Shareholder that if the Company proposes at any time while to file with the ----------------------------- Common Stock Securities and Exchange Commission (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as the "Restricted SecuritiesSEC") is outstanding, the Company proposes to file a registration statement under the Securities Act of 1933, as amended (the "1933 Act") on Form S-1 or other comparable form relating to the sale of common stock by the Company (other than on Forms S-4 or S-8 under through the Securities Act or their equivalent), with respect distribution of rights to any shares of Common Stock purchase common stock to its stockholders generally) (a "Company Registration Statement"), it will then the Company shall give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net notice to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities Shareholder at least thirty sixty (3060) days prior to the date of filing of such Company Registration Statement of its intention to do so; provided however, that the Company shall not be required to give notice or include such Shares in any such registration if the proposed Registration Statement. Upon written request registration relates solely to (i) securities proposed to be issued in exchange for securities or assets of, or in connection with a merger or consolidation with, another corporation, (ii) securities to be offered by any Shareholder within fifteen (15) days after receipt of such notice, the Company will include in generally to any class or series of its then existing security holders, (iii) securities issuable upon conversion of securities which are the subject of an underwritten redemption or (iv) securities transaction to be registered by such Registration Statement all offered or issued pursuant to a combination of the Restricted Securities of the Company that such Shareholder desires transactions referred to sell, subject to the following:
in clauses (ai) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; andthrough (iii).
(b) If such Registration Statement is for Shareholder delivers a prospective underwritten offeringwritten notice to the Company, within 15 days after delivery of the holder agrees foregoing notice, of his desire to sell his or its Restricted Securities, if have any of the Shares included in a Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. such Shares shall be included in any Company Registration Statement so filed, subject to the other provisions of this Agreement.
(c) The Company may withdraw any shall have no obligation to effect registration if all of Shareholder's Shares requested to be registered shall be in the written opinion of counsel to the Company, addressed to Shareholder, eligible to be sold to the public without registration under the 1933 Act and without restriction as to subsequent trading.
(d) If an underwriter with respect to a Company Registration Statement before it becomes effective or postpone (the offering "Underwriter") advises the Company that the number of Restricted Securities contemplated by such Registration Statement without any obligation shares proposed to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering be sold by the Company and the managing underwriter advises the Company in writing that, in its opinion, Shareholder is greater than the number of shares Shares of Common Stock proposed common stock which the Underwriter believes feasible to sell at that time, at the price and upon the terms approved by the Company, then the number of Shares of common stock which the Underwriter in its sole discretion believes may be sold shall first be allocated to the Company and the remaining number of such Shares of common stock shall then be allocated on a pro rata basis to all other holders of common stock being registered, including Shareholder. In the event Shareholder is unable to sell such of his Shares as he desires to sell in a Company Registration Statement due to restrictions or advice to the Company from the Underwriter, such Shareholder will not be deemed to have exercised his right to have Shares included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the a Company will include in such Registration Statement to the extent his Shares are excluded.
(e) At the request of the number of shares of Common Stock which Underwriter, and as a condition to inclusion in the Company is so advised can be Registration Statement of any Shares owned by Shareholder, Shareholder shall agree in writing not to offer or sell any Shares not sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; Company Registration Statement filed pursuant to this Agreement for a period specified by the Underwriter, provided that such period shall not exceed 180 days from the effective date of such Company Registration Statement and that every other selling shareholder subject to a provision identical or substantially similar to this paragraph (iiie) thirdis similarly restricted.
(f) Notwithstanding the inclusion of any Shares owned by Shareholder in any Company Registration Statement filed pursuant to this Agreement, other shares the Company shall have no obligation to cause or permit such Company Registration Statement to become effective under the 1933 Act at any time, and in its sole discretion may withdraw such Company Registration Statement at any time prior to the effectiveness thereof for any reason whatsoever. The Company agrees in the event of Common Stock requested any such withdrawal of any Company Registration Statement to give prompt notice of such withdrawal to Shareholder. In the event of such withdrawal Shareholder will not be deemed to have exercised his right to have Shares included in such a Company Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled so withdrawn.
(g) The Company shall be obligated to cause any effective prospectus included in the Company Registration Statement to meet the requirements of Section 10 of the 1933 Act for a period of ninety (90) days from the date on which Shareholder was first able to sell Shares pursuant to such registration on Company Registration Statement provided, however, that if, as a result of interruptions in the basis offer and sale of Shares covered thereby, the number aggregate period for which Shareholder was able to offer and sell his Shares pursuant to such Company Registration Statement would be reduced to less than 90 days, the Company shall take such action as may be necessary to enable Shareholder to continue such offer and sale for an additional period or periods sufficient to produce an aggregate offering period of such securities requested to be included by such Shareholders90 days.
Appears in 1 contract
Piggyback Registration Rights. If at At any time while during the ----------------------------- term of this Agreement that shares of Registrable Common remain outstanding, if TNDE proposes to register any Common Stock under the Securities Act for a public offering for cash, other than a registration relating to an Exempt Offering, TNDE will give DH prompt written notice of its intent to do so (a "Registration Notice") at least 45 days prior to the filing of the related registration statement with the Commission. Such notice shall specify the approximate date on which TNDE proposes to file such registration statement and shall set forth the maximum number of shares of Common Stock and any securities issued as a dividend thereon, or which TNDE intends to register in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file a registration statement under the Securities Act (other than on Forms S-4 or S-8 under the Securities Act or their equivalent), with respect to any shares of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statementoffering. Upon written request by any Shareholder within fifteen (15) days after receipt of such noticea Registration Notice, the Company will include in the securities transaction DH shall be entitled to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, participate on the same basis terms and conditions as TNDE in the other Restricted Securities being sold under public offering to which such Registration StatementNotice relates and to offer and sell shares of Registrable Common therein to the extent provided in this Section 2. DH shall notify TNDE of its desire to participate in such offering no later than thirty days following the Registration Notice, including executing a customary underwriting agreement which notice shall state the aggregate number of shares of Registrable Common that DH then desires to sell in the offering. TNDE shall select in its sole discretion, any managing underwriter or underwriters to administer such offering, and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone shall determine in its sole discretion the offering price and underwriting discount or commission. If DH desires to participate in such public offering, DH may include shares of Restricted Securities contemplated by such Registration Statement without any obligation Registrable Common in the registration statement relating to the holder offering to the extent that the inclusion of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, shares shall not reduce the number of shares of Common Stock proposed to be offered and sold by TNDE to be included in such Registration Statement exceeds therein. If the number which can be sold in such lead managing underwriter selected by TNDE for a public offering without materially and adversely affecting (or, if the successful offering is not underwritten, a financial advisor to TNDE) determines that marketing thereof, the Company will include in such Registration Statement to the extent of factors require a limitation on the number of shares of Registrable Common Stock which the Company is so advised can to be offered and sold in such offering without such material adverse effect (i) firstand notifies DH in writing to that effect, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to there shall be included in the offering only that number of shares of Registrable Common, if any, that such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on lead managing underwriter or financial advisor, as the basis case may be, believes will not jeopardize the success of the number offering. In this regard, priority in registration shall be determined in accordance with Section 6 hereof. No registration effected under this Section 2 shall relieve TNDE of such securities requested its obligation to effect any registration upon request under Section 3, nor shall any registration under this section 2 be included by such Shareholdersdeemed to have been effected under Section 3.
Appears in 1 contract
Samples: Note, Preferred Stock and Warrant Purchase Agreement (Tanknology Nde International Inc)
Piggyback Registration Rights. If the Company at any time while from the ----------------------------- date of the issuance of this Option through the Expiration Date, proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4, S-8 and any successor fxxxx xxxreto), each such time it will give written notice to such effect to the Optionee at least 30 days prior to such filing. Upon the written request of the Optionee received by the Company within 20 days after the giving of any such notice by the Company to register any of shares of Common Stock (Stock, the Company will cause the shares of Common Stock and any as to which registration shall have been so requested to be included in the securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, be covered by the Company proposes to file a registration statement under proposed to be filed by the Securities Act (Company, all to the extent required to permit the sale or other than on Forms S-4 or S-8 under disposition by the Securities Act or their equivalent), with respect to any Optionee of such shares of Common Stock (a "Registration Statement")so registered. Notwithstanding the foregoing, it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, the Company will include in the securities transaction event that any registration pursuant to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sellthis Section 7 shall be, subject to the following:
(a) The Company will pay the expense of such registrationin whole or in part, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective an underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the public offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinionCommon Stock, the number of shares of Common Stock proposed to be included in such Registration Statement exceeds an underwriting may be reduced (pro rata among the number which can be sold in such offering without materially requesting Optionees) and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent of other selling stockholders (based upon the number of shares of Common Stock which requested to be registered by them) if and to the Company is so advised can extent that the managing underwriter shall be sold in of the good faith opinion that such offering without inclusion would adversely affect the success of such material adverse effect (i) firstan underwriting, the provided, that such number of shares of Common Stock proposed by the Company to shall not be sold for its own account; (ii) second, the reduced if any shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested are to be included in such Registration Statement pro rata among all Shareholders and underwriting for the account of any person other Persons with piggyback than the Company or requesting Optionees of shares of Common Stock. In the event of such a reduction, the Company agrees to file a registration rights both requesting and entitled to such registration on statement for the basis resale of the number shares underlying this Option not included in such underwritten offering within ninety (90) days of such securities requested the date that the underwritten offering is declared effective by the Securities and Exchange Commission. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to be included by such Shareholdersin this Section 7 without thereby incurring any liability to the Optionees of shares of Common Stock.
Appears in 1 contract
Samples: Stock Option Agreement (Hiv Vac Inc)
Piggyback Registration Rights. If at (a) At any time while commencing six months following the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereonIPO, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, if the Company proposes to file a registration statement register (whether proposed to be offered for sale by the Company or by any other Person) any shares of capital stock (collectively, the “Other Securities”) under the Securities Act (other than on Forms S-4 or S-8 a form and in a manner that would permit registration of the Registrable Securities for sale to the public under the Securities Act or their equivalent)Act, each Holder of Registrable Securities will have the right to include its Registrable Securities in such registration in accordance with respect to any shares of Common Stock (a "Registration Statement"), it this Section 2.02. The Company will give prompt written noticenotice to all Holders of Registrable Securities of its intention to register the Other Securities, describing the number of shares to be registered for sale and specifying the form and manner of, and all the other relevant facts involved in, in such proposed registration (including including, without limitation, whether or not such registration will be in connection with an underwritten offering, and if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting). Upon the estimated price (net written request of any Holder delivered to the seller Company within 15 days after such notice shall have been received by such Holder (which request shall specify the maximum number of any underwriting commissions and discounts) at which the Restricted Registrable Securities are expected intended to be solddisposed of by such Holder and shall confirm that such Holder will dispose of such Registrable Securities pursuant to the Company’s intended method of disposition), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Holders of such Registrable Securities; provided, however, that:
(i) if such registration involves an underwritten offering, all Holders requesting that their Registrable Securities be included in such registration must sell their Registrable Securities to the underwriters selected by the Company (and/or such other Person offering the Other Securities) on the same terms and conditions as the terms and conditions that apply to the Company (and/or such other Person(s) offering the Other Securities);
(ii) if, at any time after giving such written notice of its intention to register any of such Registrable Securities for sale, and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason to withdraw such Registration Statement, the Company may, at its election, give written notice of such determination to each Holder that has requested to register Registrable Securities and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that all Registration Expenses of such withdrawn registration shall be borne by the Shareholders that hold Restricted Securities at least thirty Company in accordance with Section 2.03 hereof (30or, if they are not permitted to be borne by the Company pursuant to applicable law, the Company may cause such expenses to be borne by one of its non-Irish subsidiaries); and
(iii) the Company shall have no obligation to provide registration rights pursuant to this Section 2.02 during the period starting with the date 30 days prior to the Company’s good faith estimate of the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) of, and ending on a date 180 days after receipt of such noticethe effective date of, a registration subject to Section 2.01 hereof; provided, however, that the Company will include in the securities transaction uses its reasonable best efforts to be registered by cause such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; andbecome effective.
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees In connection with any Public Offering with respect to sell his or its Restricted Securitieswhich Holders shall have requested registration pursuant to this Section 2.02, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by managing underwriter shall advise the Company and the managing underwriter advises the Company in writing that, in its opinionview, the number of shares of Common Stock proposed securities (including the Registrable Securities) that the Company, the Holders and any other Person intend to be included include in such Registration Statement registration exceeds the largest number of securities which can be sold in without having an adverse effect on such offering without materially and adversely affecting offering, including the successful marketing thereofprice at which such securities can be sold (the “Piggyback Registration Maximum Offering Size”), the Company will include in such Registration Statement registration, in the following priority, up to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect Piggyback Registration Maximum Offering Size:
(i) first, all the shares of Common Stock proposed by Other Securities that the Company proposes to be sold for its own account; include in such registration;
(ii) second, the shares of Common Stock proposed Registrable Securities requested to be registered by other shareholders of the Company pursuant to a written demand this Section 2.02; if the number of Registrable Securities requested to be included exceeds the Piggyback Registration Maximum Offering Size, then the Registrable Securities to be included in such registration right; shall be allocated first to Holdings, second to any Person identified by Holdings and (iii) third, then pro rata among the other shares Holders requesting registration based on the number of Common Stock securities duly requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to by each such registration on the basis of the number of such securities requested to be included by such Shareholders.Holder; and
Appears in 1 contract
Piggyback Registration Rights. If Subject to the provisions of Section 5.4, if Forcenergy at any time while proposes to register any of its common stock under the ----------------------------- Common Stock securities Act (other than registrations on Forms S-4 or S-8 or any successor forms thereof or registrations of securities in connection with a Rule 145 transaction), whether of its own accord or at the request of any holder or holders of its securities, it shall at such time promptly after the receipt of a request from holder(s) of its securities or its own decision to initiate a registration (but no later than ten business days) give written notice to the Stockholder of its intention to do so. Upon the written request of the Stockholders delivered to Forcenergy within ten business days after receipt of any such notice, Forcenergy shall use reasonable efforts (subject to the provisions of this Section 5.2) to cause all shares of Common Stock and any securities issued as a dividend thereonStock, which Stockholders shall have so requested registration thereof, to be registered under the Securities Act, all to the extent requisite to permit the sale or in exchange thereforother disposition by the Stockholder of such shares of Stock; PROVIDED, hereinafter in this Article III referred to as "Restricted Securities") is outstandingHOWEVER, the Company proposes Forcenergy may elect not to file a registration statement under pursuant to this Section 5.2 or may withdraw any registration statement filed pursuant to this Section 5.2 at any time prior to the Securities Act (other than on Forms S-4 or S-8 under the Securities Act or their equivalent), with respect to any shares of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of effective date hereof. If the managing underwriter and for the estimated price (net to offering advises that marketing factors require the seller inclusion in such registration of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each some or all of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date shares of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, the Company will include in the securities transaction Stock sought to be registered by such Registration Statement all the Stockholders to be limited or that the number of securities to be registered at the Restricted Securities insistence of Forcenergy and any other selling shareholders plus the Company that such Shareholder desires number of shares of Stock sought to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering be registered by the Company and the managing underwriter advises the Company in writing that, in its opinionStockholders should be limited due to marketing factors, the number of shares of Common Stock proposed sought to be included in registered by the Stockholders and such Registration Statement exceeds the number which can other selling shareholders shall be sold in such offering without materially and adversely affecting the successful marketing thereofreduced pro rata, the Company will include in such Registration Statement to the extent of based on the number of securities sought to be registered by each Stockholder, Forcenergy or such other selling shareholder, to the number recommended by the managing underwriter. In connection with any offering involving an underwriting of shares being issued by Forcenergy, Forcenergy shall not be required to include any of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by in such underwriting pursuant to Section 5.2 unless the Company to be sold for its own account; (ii) second, Stockholder accepts the terms of the underwriting as agreed upon between Forcenergy and the underwriters. The shares of Common Stock proposed to be registered by other shareholders of under any registration statement under Section 5.2 hereof shall be offered for sale at the Company pursuant to a written demand registration right; and (iii) third, other same public offering price as the shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and common stock of Forcenergy offered for sale by Forcenergy or any other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of such securities requested to be included by such Shareholdersselling shareholder covered thereby.
Appears in 1 contract
Piggyback Registration Rights. If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company Savvis proposes to file register any of its common stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (other than a registration statement on Form S-4 or Form S-8 promulgated under the Securities Act (or any successor forms thereto) or any other than on Forms S-4 or S-8 under form not available for registering the Securities Act or their equivalent), with respect Restricted Stock for sale to any shares of Common Stock (a "Registration Statement"the public), it will give written noticenotice (each such notice a "PIGGYBACK NOTICE") at such time to each Investor of its intention to do so. Subject to paragraph (j) below, specifying upon the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller written request of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold)Investor, to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder given within fifteen (15) 30 days after receipt by such holder of such noticethe Piggyback Notice, to register any of its Restricted Stock (which request shall state the Company amount of Restricted Stock to be so registered and the intended method of disposition thereof), Savvis will include use its reasonable best efforts to cause the Restricted Stock, as to which registration shall have been so requested, to be included in the securities transaction to be registered covered by the registration statement proposed to be filed by Savvis, all to the extent requisite to permit the sale or other disposition by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
Investor (ain accordance with its written request) The Company will pay the expense of such registrationRestricted Stock so registered; provided, except nothing herein shall prevent Savvis from abandoning or delaying such registration at any time. In the event that each holder any registration referred to in this paragraph (d) shall be, in whole or in part, an underwritten public offering of common stock of Savvis, any request by an Investor pursuant to this paragraph (d) to register Restricted Stock shall specify either that (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Savvis common stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. The number of shares of Restricted Securities that are Stock to be included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by may be reduced (pro rata among the Company and the managing underwriter advises the Company in writing that, in its opinion, requesting Investors based upon the number of shares of Common Restricted Stock proposed so requested to be included in such Registration Statement exceeds registered or pro rata among all the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent of requesting stockholders based upon the number of shares of Common Stock which common stock of Savvis so requested to be registered if stockholders other than Investors also request to be included) if and to the Company is so advised can be sold in extent that the managing underwriter of such offering shall be of the good faith opinion that such inclusion would adversely affect the marketing (including, without such material adverse effect (i) firstlimitation, the shares offering price) of Common Stock proposed by the Company securities to be sold by Savvis therein, or by the other security holders for its own account; (ii) second, whose benefit the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of such securities requested to be included by such Shareholdersstatements has been filed.
Appears in 1 contract
Samples: Registration Rights Agreement (Welsh Carson Anderson Stowe Viii Lp)
Piggyback Registration Rights. If at (a) At any time while within two (2) years of the ----------------------------- date of execution of this Agreement, in the event that Employer registers (including for this purpose a registration effected by Employer for persons other than Employee) any shares of its Common Stock under the Securities Act for sale within such two-year period (other than registration of Common Stock for issuance or sale in connection with (A) employee or non-employee director compensation or benefit programs, (B) an exchange offer or an offering of securities solely to the existing shareholders or employees of Employer, or (C) an acquisition, merger or other business combination using a registration statement on Form S-4 or any successor or other appropriate form), Employer shall give prompt written notice (which, in any event, shall be given no less than 10 days prior to the filing of a registration statement with respect to such offering) to Employee of Employer's intention to do so and, upon the written request of Employee sent within 10 days after the effective date of any such notice, Employer shall use its reasonable best efforts to cause the Common Stock not otherwise saleable in accordance with Rule 144 under the Securities Act as to which Employer shall have so requested registration, to be registered under the Securities Act, all to the extent necessary to permit the sale in such offering of the Common Stock so registered on behalf of Employee in the same manner as Employer (or persons other than Employee, as the case may be) proposes to offer its shares of Common Stock.
(b) Employer shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Common Stock requested by Employee to be included in the registration for such offering on the same terms and conditions as the shares of Common Stock and any securities issued as a dividend thereonof Employer included therein. Notwithstanding the foregoing, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file a registration statement under the Securities Act (other than on Forms S-4 or S-8 under the Securities Act or their equivalent), with respect to any shares of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of if the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt underwriters of such notice, offering deliver an opinion to Employer that the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the total number of shares of Common Stock proposed that Employer, and any other person, intend to be included in such Registration Statement exceeds the number which can be sold include in such offering without will in the good faith opinion of such managing underwriter or underwriters materially and adversely affecting affect the successful marketing thereofsuccess of such offering, the Company will include in such Registration Statement to the extent of then the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of such securities requested to be included by such Shareholders.Common
Appears in 1 contract
Samples: Employment and Non Competition Agreement (Itc Learning Corp)
Piggyback Registration Rights. If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued 4.4.1 As soon as practicable after a dividend thereon, or in exchange therefor, hereinafter in this Article III referred written request from UFRF to as "Restricted Securities") is outstanding, the Company proposes to file effect a registration statement under the Securities Act (other than on Forms S-4 or S-8 under the Securities Act or their equivalent), with respect to any shares of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity or part of the managing underwriter Shares owned by UFRF, Licensee will use its diligent best efforts to effect such Registration, cause it to become effective promptly and maintain it as effective for at least thirty six (36) months (or less if all the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities Shares included therein are expected to be sooner sold), to each provided, however, that no such request may be made until the six (6) month anniversary of the Shareholders date that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, the Company will include in the securities transaction to be registered by such a Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the covering an initial public offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock proposed is declared effective by the Commission (the “Trigger Date”), except that this six-month period shall be extended to be included up to another six months if required by the underwriter for the initial public offering. if so requested by UFRF, Licensee shall enter into an underwriting agreement in customary form with any underwriter selected by UFRF with respect to such Registration Statement exceeds Registration. The provisions of this Section 4.4.1 shall terminate once the number which can be sold Shares owned by UFRF become eligible for sale in such offering the United Sates without materially and adversely affecting restriction pursuant to Rule 144 (the successful marketing thereof“Termination Date”).
4.4.2 If, after the Trigger Date but prior to the Termination Date, the Company Licensee proposes to register the sale any of its securities with the Commission either for its own account or the account of a security holder or holders, other than a registration on any form which does not permit secondary sales, Licensee will promptly give UFRF written notice thereof and include in such Registration Statement (and any related qualification under Blue Sky laws or other applicable laws), and in any underwriting involved therewith, all of the Shares specified in a written request made by UFRF within twenty (20) days after Licensee’s written notice to UFRF.
4.4.3 All expenses incurred by Licensee and UFRF in connection with any Registration hereunder, including reasonable fees and disbursements of accountants and counsel for UFRF, but excluding underwriting discounts and commissions and transfer taxes, shall be borne solely by Licensee.
4.4.4 To the extent permitted by law, Licensee will indemnify UFRF and each of its officers, directors, and control persons (“UFRF indemnified parties”) against all claims, losses, damages and liabilities (“Claims”) arising out of on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document incident to any such Registration, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (to the extent not made in reliance upon written information furnished by UFRF specifically for use in such Registration) or any violation by Licensee of the number of shares of Common Stock which Securities Act or the Company is so advised can be sold in such offering without such material adverse effect (i) firstExchange Act, the shares of Common Stock proposed by the Company to be sold and will reimburse each UFRF indemnified party for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders any legal and other Persons expenses reasonably incurred in connection with piggyback registration rights both requesting investigating and entitled to defending or settling any such registration on the basis of the number of such securities requested to be included by such ShareholdersClaim.
Appears in 1 contract
Piggyback Registration Rights. If at (a) At any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, that the Company proposes to file a Company registration statement on Form S-1 or any other appropriate registration form under the Securities Act of 1933, as amended (other than on Forms S-4 or S-8 under the Securities Act or their equivalent"Registrations Statement"), either for its own account or for the account of a stockholder or stockholders, the Company shall give the Holder written notice of its intention to do so and of the intended method of sale (the "Registration Notice") within a reasonable time prior to the anticipated filing date of the Company's Registration Statement effecting such Company registration. Holder may request inclusion of any which are issued as with respect restrictions on transferability ("Restricted Securities") in such Registration Statement by delivering to the Company, within ten (10) Business Days after receipt of the Registration Notice, a written notice (the "Piggyback Notice") stating the number of Restricted Securities proposed to be included and that such shares are to be included in any underwriting only on the same terms and conditions as the shares of Common Stock (a "otherwise being sold through underwriters under such Company Registration Statement"). The Company shall use its best efforts to cause all Restricted Securities specified in the Piggyback Notice to be included in the Company Registration Statement and any related offering, it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller extent requisite to permit the sale by the Holder of any underwriting commissions and discounts) at which the its Restricted Securities are expected in accordance with the method of sale applicable to be sold)the other shares of Common Stock included in such Company Registration Statement; provided, however, that if, at any time after giving written notice of its intention to each of the Shareholders that hold Restricted Securities at least thirty (30) days register any securities and prior to the effective date of filing of the proposed Company Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of Statement filed in connection with such noticeregistration, the Company will include in the securities transaction shall determine for any reason not to be registered by such Registration Statement all register or to delay registration of the Holder's Restricted Securities of Securities, the Company that may, at its election, give written notice of such Shareholder desires determination to sellHolder and, subject to the followingthereupon:
(ai) The Company will pay in the expense ease of a determination not to register, shall be relieved of its obligation to register Holder's Restricted Securities in connection with such registration, except that each holder and
(ii) in the case of a delay in registering, shall be permitted to delay registering Holder's Restricted Securities that are included for the same period as the delay in registering such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; andother securities.
(b) If such The Company's obligation to include Restricted Securities in a Company's Registration Statement is for a prospective underwritten offering, pursuant to Section 7(a) shall be subject to the holder agrees following limitations:
(i) The Company shall not be obligated to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other include any Restricted Securities being sold in a registration statement filed on Form S-4, Form S-8 or such other similar successor forms then in effect under such Registration Statement, including executing the Securities Act.
(ii) If a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, that in its opinion, the number of shares of Common Stock proposed securities requested to be included in such Company Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereofoffering, the Company will shall include in such Company Registration Statement to the extent of the number of shares of Common Stock such securities which the Company is so advised can be sold in such offering without such material adverse effect adversely affecting the offering, determined as follows:
(iA) first, the shares of Common Stock securities proposed by the Company to be sold for its it own account; , and
(iiB) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock any Restricted Securities requested to be included in such Registration Statement registration and any other securities of the Company in accordance with the priorities, if and then existing among the holders of such securities pro rata among all Shareholders and other Persons with piggyback registration rights both the holders thereof requesting and entitled to such registration on the basis of the number of shares of such securities requested to be included by such Shareholdersholders.
(iii) The Company shall not be obligated to include Restricted Securities in more than one (1) Company Registration Statement.
(c) To the extent Holder's Restricted Securities are intended to be included in a Company Registration Statement, Holder may include any of its Restricted Securities in such Company Registration Statement pursuant to this Agreement only if Holder furnishes to the Company in writing, within ten (10) business days after receipt of a written request therefor, such information specified in Item 507 of Regulation S-K under the Act or such other information as the Company may reasonably request for use in connection with the Company Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to the NASD. Holder as to which the Company Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make all information previously furnished to the Company by Holder not materially misleading.
Appears in 1 contract
Samples: Warrant Agreement (Environmental Remediation Holding Corp)
Piggyback Registration Rights. If at Deep Well proposes to register any time while the ----------------------------- Common Stock (shares of Common Stock and its common stock under the 1933 Act in connection with the public offering by it or any of its security holders of such securities issued as solely for cash (other than a dividend thereonregistration on Form X-0, Xxxx X-0 or Form F-4, or in exchange thereforany successor forms thereto), hereinafter in this Article III referred Deep Well shall promptly give each Investor written notice of such proposed registration. Upon the written request of any Investor, given within 20 days after the delivery of such notice by Deep Well to as "Restricted Securities") is outstandingsuch Investor, the Company proposes Deep Well will, subject to file its obligations under any applicable registration rights agreements, use its commercial best efforts to cause a registration statement under covering the Securities Act (other than resale of any of the Shares and shares of common stock acquired by each Investor on Forms S-4 or S-8 under the Securities Act or their equivalent)Original Purchase Date, with respect to and any shares of Common Stock common stock acquired after the date hereof by any Investor pursuant to the cashless exercise provisions of the Warrants (a "Registration Statement"), it will give written notice, specifying as defined in the form and manner of, and all other relevant facts involved in, such proposed registration SPA) (including without limitationcollectively, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts“Securities”) at which the Restricted so requested, so long as such Securities are expected held by such Investor and are not eligible for resale pursuant to be soldRule 144(k), to each of become effective under the Shareholders that hold Restricted 1933 Act. In the event an Investor wishes to include Securities at least thirty (30) days prior held by it in a registration statement filed pursuant to the date terms of filing of a registration rights agreement, each such Investor agrees that it will comply with the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt terms of such noticeagreement that apply to a person or entity whose securities have been accepted for inclusion in such registration statement. For greater certainty, (i) such registration shall not be subject to any provisions of any registration rights agreement that are applicable only to “demand” registrations, and (ii) each Investor acknowledges that except as contemplated by this Section 15, Deep Well is under no obligation hereunder to register any of its securities, to complete any registration or offering of its securities it proposes to make, or to maintain the Company effectiveness of any registration statement filed by Deep Well pursuant to the 1933 Act for any prescribed period of time, and Deep Well will include therefore incur no liability (including any penalties that may be incurred under a registration rights agreement) to any Investor for Deep Well’s failure to register any of its securities, complete any registration or offering of its securities, or maintain the effectiveness of any such registration statement, except to the extent such failure constitutes a breach of this Agreement. In connection with any such registration statement or offering in the securities transaction which an Investor requests its Securities to be registered included, such Investor hereby understands and agrees that a pre-condition to the inclusion of any Securities held by such Registration Statement all of the Restricted Securities of the Company Investor in any registration statement or offering is that such Shareholder desires Investor shall provide to sellDeep Well any information about itself or its plans, subject including its plan of distribution, required to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are be included in such registration shall pay all underwriting discounts statement and commissions applicable to his the related prospectus or its Restricted Securities prospectus supplement. Furthermore, each Investor acknowledges and all legal fees and expenses agrees that (a) in the case of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective an underwritten offering, customary “cut back” provisions requested by the holder agrees to sell his managing or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under lead underwriter of such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation shall apply to the holder inclusion of the Securities in any Restricted Securities. If registration statement, prospectus or prospectus supplement relating to such Registration Statement involves offering and for greater certainty, (i) in the case of a registration statement, prospectus or prospectus supplement relating to an underwritten offering initiated by the Company and the managing underwriter advises the Company in writing that, in its opinionDeep Well, the number of shares of Common Stock securities proposed to be registered or sold by Deep Well shall have priority over any Securities proposed to be included in such Registration Statement exceeds registration or offering, and in connection with such registration or offering the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock Securities shall rank pari passu with any other securities proposed to be registered by other shareholders of the Company or sold pursuant to piggyback registration rights and (ii) in the case of a written registration statement, prospectus or prospectus supplement relating to an underwritten offering pursuant to any demand registration right; rights held by any person, the securities proposed to be registered or sold by Deep Well and (iii) third, other shares of Common Stock requested the securities proposed to be registered or sold by the person exercising such demand registration rights shall have priority over any Securities proposed to be included in such Registration Statement pro rata among all Shareholders registration or offering, and in connection with such registration or offering the Securities shall rank pari passu with any other Persons with securities proposed to be registered or sold pursuant to piggyback registration rights both requesting and entitled to such registration on rights. Deep Well agrees that it will not enter into any agreement with a third party that restricts the basis right of the number of such securities requested Investors to be included include Securities on a registration statement filed by Deep Well for use by such Shareholdersthird party. Notices given under this Section 15 or otherwise under this Agreement shall be made in accordance with the notice provisions of the SPA.
Appears in 1 contract
Piggyback Registration Rights. If at Each time the Corporation elects to proceed with the preparation and filing of a Prospectus under any time while Canadian Securities Laws in connection with a proposed Distribution of any of its securities, whether by the ----------------------------- Common Stock Corporation or any of its security holders, the Corporation shall give written notice thereof to the Investor as soon as practicable. In such event, the Investor shall be entitled, by notice in writing given to the Corporation within ten (shares 10) days (except in the case of Common Stock and a “bought deal” in which case the Investor shall have only twenty-four (24) hours) after the receipt of any securities issued as a dividend thereonsuch notice by the Investor, to require that the Corporation cause any or all of the Registrable Securities held by the Investor (the “Piggyback Registrable Securities”) to be included in exchange therefor, such Prospectus (such qualification being hereinafter in this Article III referred to as "Restricted Securities") is outstanding, a “Piggyback Registration”). Notwithstanding the Company proposes to file a registration statement under the Securities Act (other than on Forms S-4 or S-8 under the Securities Act or their equivalent), with respect to any shares of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the followingforegoing:
(a) The Company will pay in the expense event the lead underwriter or lead agent for the offering advises the Corporation and the Investor that in its good faith opinion, the inclusion of such registration, except that each holder Registrable Securities may materially and adversely affect the price or success of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten the offering, the holder agrees Corporation shall include in such Registration, in the following priority: (i) first, such number of securities the Corporation proposes to sell his or its Restricted Securitiessell; (ii) second, if the Company so requests, on the same basis as the other Restricted a number of Piggyback Registrable Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering requested by the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock proposed Investor to be included in such Registration Statement exceeds to the number which can extent that such lead underwriter or lead agent reasonably believes such securities may be sold included in such the offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent price or success of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration rightoffering; and (iii) third, such number of other shares securities requested by any other shareholder of Common Stock requested the Corporation to be included in such Registration Statement pro rata among all Shareholders to the extent that such lead underwriter or lead agent reasonably believes such securities may be included in the offering without materially and adversely affecting the price or success of the offering.
(b) the Corporation may at any time, and without the consent of the Investor, abandon the proposed offering in which the Investor has requested to participate; and
(c) the Investor shall have the right to withdraw its request for inclusion of its Piggyback Registrable Securities in any Prospectus pursuant to this Section 4.2 without incurring any liability to the Corporation or any other Persons Person by giving written notice to the Corporation of its request to withdraw; provided, however, that:
(i) such request must be made in writing five (5) Business Days prior to the execution of the underwriting agreement (or such other similar agreement) with piggyback registration rights both requesting and entitled respect to such registration on offering; and
(ii) such withdrawal shall be irrevocable and, after making such withdrawal, the basis of Investor shall no longer have any right to include its Piggyback Registrable Securities in the number of offering pertaining to which such securities requested to be included by such Shareholderswithdrawal was made.
Appears in 1 contract
Piggyback Registration Rights. If the Company at any time while from the ----------------------------- ate of the issuance of this Option through the Expiration Date, proposes to register any of its securities under the ecurities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4, S-8 and any successor forms thereto), each such time it will gxxx xxxxxen notice to such effect to the Optionee at least 30 days prior to such filing. Upon the written request of the Optionee received by the Company within 20 days after the giving of any such notice by the Company to register any of shares of Common Stock (Stock, the Company will cause the shares of Common Stock and any as to which registration shall have been so requested to be included in the securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, be covered by the Company proposes to file a registration statement under proposed to be filed by the Securities Act (Company, all to the extent required to permit the sale or other than on Forms S-4 or S-8 under disposition by the Securities Act or their equivalent), with respect to any Optionee of such shares of Common Stock (a "Registration Statement")so registered. Notwithstanding the foregoing, it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, the Company will include in the securities transaction event that any registration pursuant to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sellthis Section 7 shall be, subject to the following:
(a) The Company will pay the expense of such registrationin whole or in part, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective an underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the public offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinionCommon Stock, the number of shares of Common Stock proposed to be included in such Registration Statement exceeds an underwriting may be reduced (pro rata among the number which can be sold in such offering without materially requesting Optionees) and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent of other selling stockholders (based upon the number of shares of Common Stock which requested to be registered by them) if and to the Company is so advised can extent that the managing underwriter shall be sold in of the good faith opinion that such offering without inclusion would adversely affect the success of such material adverse effect (i) firstan underwriting, the provided, that such number of shares of Common Stock proposed by the Company to shall not be sold for its own account; (ii) second, the reduced if any shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested are to be included in such Registration Statement pro rata among all Shareholders and underwriting for the account of any person other Persons with piggyback than the Company or requesting Optionees of shares of Common Stock. In the event of such a reduction, the Company agrees to file a registration rights both requesting and entitled to such registration on statement for the basis resale of the number shares underlying this Option not included in such underwritten offering within ninety (90) days of such securities requested the date that the underwritten offering is declared effective by the Securities and Exchange Commission. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to be included by such Shareholdersin this Section 7 without thereby incurring any liability to the Optionees of shares of Common Stock.
Appears in 1 contract
Samples: Stock Option Agreement (Fit for Business International Inc)
Piggyback Registration Rights. If the Company at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred other than pursuant to as "Restricted Securities"Section 2) is outstanding, the Company proposes to file a registration statement register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (other than on Forms S-4 or S-8 under the Securities Act or their equivalent), except with respect to any shares of Common registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Stock (a "Registration Statement"for sale to the public), each such time it will give prompt written notice, specifying notice to all holders of outstanding Registrable Stock of its intention to do so. Upon the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller written request of any underwriting commissions and discounts) at which such holder, received by the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least Company within thirty (30) days prior after the giving of any such notice by the Company, to the date register any of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such noticeits Registrable Stock, the Company will include use its best efforts to cause the Registrable Stock as to which registration shall have been so requested to be included in the securities transaction to be registered covered by such Registration Statement the registration statement proposed to be filed by the Company, all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay extent required to permit the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his sale or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated disposition by such Registration Statement without any obligation to the holder of such Registrable Stock so registered. In the event that any Restricted Securities. If such Registration Statement involves registration pursuant to this Section 3 shall be, in whole or in part, an underwritten public offering by the Company and the managing underwriter advises the Company in writing that, in its opinionof Common Stock, the number of shares of Common Registrable Stock proposed to be included in such Registration Statement exceeds an underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein. In the event that the managing underwriter on behalf of all underwriters limits the number which can of shares to be sold included in such offering without materially and adversely affecting a registration pursuant to this Section 3, or shall otherwise require a limitation of the successful marketing thereofnumber of shares to be included in the registration, then the Company will include in such Registration Statement to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect registration:
(i) first, the shares of Common Stock securities proposed by the Company to be sold for its own account; ;
(ii) second, the shares of Common Restricted Stock proposed requested to be registered included by other shareholders of the Company holders pursuant to a written demand registration right; and this Section 3;
(iii) third, other shares of Registrable Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled by holders pursuant to such registration on the basis of the number of such this Section 3; and
(iv) fourth, securities requested to be included by any other holders, provided, however, that such Shareholdersnumber of shares of Registrable Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Registrable Stock; and provided, further, however, that in no event shall the Registrable Stock requested to be included by holders pursuant to this Section 3 constitute less than thirty percent (30%) of all shares to be registered in such registration (in such event, the Company agrees to reduce the shares of Common Stock it proposes to register for its own account or the account of holders initially requesting or demanding registration in order to assure that such Registrable Stock constitute at least thirty percent (30%) of the shares to be registered). The securities to be included in any such registration pursuant to clause (ii) or (iii) of this Section 3 shall be allocated on a pro rata basis among the requesting holders based upon the number of shares of Restricted Stock or Registrable Common Stock, as the case may be, held by such holders. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 3 without thereby incurring any liability to the holders of Registrable Stock.
Appears in 1 contract
Piggyback Registration Rights. If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes shall determine to file a registration statement register under the Securities Act (including pursuant to a demand of any security holder of the Company exercising registration rights) any of its Common Stock other than on Forms S-4 a registration statement on Form S-8 or S-8 under the Securities Act or their equivalent), with respect to any shares of Common Stock (a "Registration Statement")successor thereof, it will give written notice, specifying the form shall send to Consultant and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities Holder(s) written notice of such determination at least thirty (30) days prior to the date of each such filing of the proposed Registration Statement. Upon written request by any Shareholder and, if within fifteen twenty (1520) days after receipt of such notice, any Holder shall so request in writing, the Company will shall include in such registration statement (to the extent permitted by applicable regulation) all or any part of the Warrant Securities (collectively referred to in this Agreement as "Registrable Securities") that such Holder requests to be registered. Any Registrable Securities which are included in any underwritten offering under this Section 6.01 shall be sold upon such terms as the managing underwriters shall reasonably request but in any event shall be upon terms not less favorable than those upon which any other selling security holder or the Company shall sell any of its securities, provided, however, that if the managing underwriters in an underwritten offering shall determine that the inclusion of all of such Registrable Securities would materially and adversely effect the number or price of the securities transaction to be registered by such Registration Statement all sold or the number of the Restricted Securities of shares that the Company that such Shareholder desires to sell, subject then the Company shall have the right to reduce, or, if deemed necessary by the following:
(amanaging underwriter(s) The Company will pay in writing, eliminate entirely, on a pro rata basis, the expense number of such registration, except that each holder of Restricted Registrable Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securitiesregistration. If any Holder disapproves of the terms of such Registration Statement involves an underwritten offering underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter advises underwriter. Notwithstanding the Company in writing that, in its opinion, the number provisions of shares of Common Stock proposed to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereofthis Section 6.01, the Company will include in shall have the right, at any time after it shall have given written notice pursuant to this Section 6.01 (irrespective of whether a written request for inclusion of Registrable Securities shall have been made), to elect not to file any such Registration Statement proposed registration statement or to withdraw the same after the filing and prior to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of such securities requested to be included by such Shareholderseffective date thereof.
Appears in 1 contract
Samples: Warrant Agreement (Esat Inc)
Piggyback Registration Rights. If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file a registration statement register any of its securities under the Securities Act (other than on Forms S-4 (a) under employee compensation or S-8 benefit programs, (b) an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company, or (c) securities to be issued in a transaction described in Rule 145(a) promulgated under the Securities Act Act, whether or their equivalent), with respect to any shares of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner ofnot for sale for its own account, and all other relevant facts involved in, such proposed the registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected form to be sold), to each used may be used for the registration of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such noticeRegistrable Securities, the Company will give prompt written notice to Holders of Registrable Securities of its intention to effect such a registration and will include in such registration all Registrable Securities with respect to which the securities transaction Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice (a "Piggyback Registration"). The Company shall use its reasonable best efforts to cause the managing underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be registered by included in the registration statement (or registration statements) for such Registration Statement all of offering to be included therein on the Restricted Securities same terms and conditions as any similar securities of the Company that such Shareholder desires to sellincluded therein. Notwithstanding the foregoing, subject to if the following:
(a) The Company will pay the expense gives notice of such a proposed registration, except that each holder the total number of Restricted Registrable Securities that are which shall be included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock proposed to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in such Registration Statement reduced pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration (on the basis of the number estimated proceeds from the sale thereof) to such number, if any, as in the reasonable opinion of the managing underwriters of such offering would not adversely affect the marketability or offering price of all of the securities requested proposed to be offered by the Company in such offering; provided however, that (i) if such Piggyback Registration is incident to a primary registration on behalf of the Company, the securities to be included in the registration statement (or registration statements) for any Person other than the Holders, the EnCap Holders (if the EnCap Holders have exercised their rights under Section 3 of the EnCap Agreement) and the Company shall be first reduced prior to any such pro rata reduction and (ii) if such Piggyback Registration is incident to a secondary registration on behalf of holders of securities of the Company, the securities to be included in the registration statement (or registration statements) for any Person not exercising "demand" registration rights other than the Holders and the EnCap Holders (if the EnCap Holders have exercised their rights under Section 3 of the EnCap Agreement) shall be first reduced prior to any such pro rata reduction; provided, further, that if (1) the Holders have made a request under this Section 3 and the EnCap Holders have made a request under Section 3 of the EnCap Agreement and (2) all of the Registrable Securities of the Holders and all of the EnCap Securities of the EnCap Holders cannot be included in the registration statement(s) under the terms of such sections, the total number of Registrable Securities of the Holders and the EnCap Securities of the EnCap Holders which shall be included in such registration shall be reduced pro rata to such number, if any, as in the reasonable opinion of the managing underwriters of such offering would not adversely affect the marketability or offering price of all of the securities proposed to be offered by the Company in such Shareholdersoffering. Subject to any applicable underwriting agreement, any Holder of Registrable Securities may withdraw at any time any Registrable Securities registered under this Section 3. No registration effected under this Section 3 shall relieve the Company of its obligation to effect any registration upon request under Section 2.
Appears in 1 contract
Samples: Registration Rights Agreement (Future Petroleum Corp/Ut/)
Piggyback Registration Rights. If the Company at any time while through the ----------------------------- Common Stock Termination Date proposes (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, if the Company proposes on more than one occasion) to file a registration statement register any of its securities under the Securities Act (other than on Forms S-4 or S-8 for sale, in a manner which would permit registration of Registrable Securities owned by Holder for sale to the public under the Securities Act or their equivalent), with respect to any shares of Common Stock (a "Registration Statement")Act, it will give written noticenotice to Holder of its intention to register any of its securities and, specifying upon the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, written request of Holder given within 30 days after the identity of the managing underwriter and the estimated price (net to the seller actual receipt of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, the Company will include cause all or any part of any Registrable Securities then owned by Holder to be included in such registration statement; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of such other securities originally proposed to be registered. Notwithstanding anything in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject foregoing to the following:contrary,
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such if a registration shall pay all underwriting discounts and commissions applicable pursuant to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective this Section 1.2 involves an underwritten offering, the holder agrees Company shall select the managing underwriter for the offering and any additional investment bankers or manager to sell his or its Restricted Securitiesbe used in connection with the offering, and, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises shall advise the Company in writing (with a copy to Holder) that, in its opinion, the number of shares of Common Stock proposed to be included in such Registration Statement exceeds registration is so great as would adversely affect the number offering, including the price at which the shares can be sold in such offering without materially and adversely affecting the successful marketing thereofsold, then the Company will include in such Registration Statement to registration the extent of the maximum number of shares of Common Stock securities which the Company is so advised can be sold in such offering without such material the adverse effect allocated as follows: (i) first, the shares securities of Common Stock proposed by the Company that the Company proposes to be sold issue and sell for its own account; account and securities for which it has granted demand registration rights to Persons other than Holder, (ii) second, Registrable Securities owned by Holder and requested to be registered pursuant to this Section 1.2 and securities of the Company held by other holders granted similar piggyback or incidental registration rights by the Company, pro rata among Holder and such other holders on the basis of the total number of shares of Common Stock proposed such securities requested to be registered by Holder and all such other shareholders of the Company pursuant to a written demand registration right; holders, and (iii) third, all other shares securities of Common Stock requested the Company proposed to be included in such Registration Statement pro rata among all Shareholders and registration;
(b) the Company shall not be required to include any Registrable Securities owned by Holder in a registration statement on Form S-4 or S-8 (or any successor form) or a registration statement filed in connection with an exchange offer or other Persons with piggyback registration rights both requesting and entitled offering of securities solely to such registration on the basis then existing shareholders of the number Company; and
(c) the procedures set forth in Section 1.3 (other than those set forth in Section 1.3(a) and (b)) shall apply to any registration involving a Holder pursuant to the terms of such securities requested to be included by such Shareholdersthis Section 1.2.
Appears in 1 contract
Piggyback Registration Rights. If (a) If, at any time while after the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstandingRegistration Withdrawal Date, the Company proposes to file a registration statement register any Common Stock under the Securities Act Act, whether as a result of a primary or secondary offering of Common Stock or pursuant to registration rights granted to holders of other securities of the Company (other than whether as a demand registration right or a Form S-3 registration right, but excluding in all cases any registrations to be effected on Forms S-4 or S-8 under the Securities Act or their equivalentother applicable successor Forms), the Company shall, each such time, give to the Holders holding Registrable Securities written notice of its intent to do so. If, within twenty (20) days of giving such notice, the Company shall receive from a Holder a written request to include its Registrable Securities in such registration, the Company shall use commercially reasonable efforts to cause to be included in such registration the Registrable Securities of such selling Holder, to the extent requested to be registered; provided, however, that (i) such selling Holder agrees to sell those of its Registrable Securities to be included in such registration in the same manner and on the same terms and conditions as the other shares of Common Stock which the Company proposes to register and (ii) in the event (x) the registration is to include shares of Common Stock to be sold for the account of the Company or any party exercising registration rights pursuant to any other agreement with respect the Company and (y) the proposed managing underwriter advises the Company that in its opinion the inclusion of such selling Holder’s Registrable Securities (without any reduction in the number of shares to be sold for the account of the Company or such party exercising registration rights) is likely to affect materially and adversely the success of the offering or the price that would be received for any shares of Common Stock (a "Registration Statement")offered, it will give written notice, specifying then the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt rights of such notice, the Company will include selling Holder shall be as provided in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(aSection 5.3(b) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; andhereof.
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees registration pursuant to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement Section 5.3(a) hereof involves an underwritten offering by the Company and the managing underwriter advises shall advise the Company in writing that, in its opinion, the number of shares of Common Stock proposed Registrable Securities requested by the Holder to be included in such Registration Statement exceeds the number which can be sold in such offering without registration is likely to affect materially and adversely affecting the successful marketing thereofsuccess of the offering or the price that would be received for any shares of Common Stock offered in such offering, then, notwithstanding anything in Section 5.3(a) to the contrary, the Company will shall only be required to include in such Registration Statement registration, to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect offering, (i) first, the number of shares of Common Stock proposed by to be included in such registration for the account of the Company to be sold for its own account; and/or any stockholders of the Company (other than the Holders) that have exercised demand registration rights, in accordance with the priorities, if any, then existing among the Company and/or such stockholders of the Company with registration rights (other than the Holders), and (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in such Registration Statement registration by all other stockholders of the Company who have piggyback registration rights (including, without limitation, the Holders), pro rata among all Shareholders and such other Persons with piggyback registration rights both requesting and entitled to such registration stockholders (including, without limitation, the Holders) on the basis of the number of shares of Common Stock that each of them beneficially owns.
(c) In connection with any offering involving an underwriting of shares, the Company shall not be required under Section 5.3 hereof or otherwise to include the Registrable Securities of any Holder therein unless such securities requested Holder accepts and agrees to the terms of the underwriting, which shall be included reasonable and customary, as agreed upon between the Company and the underwriters selected by the Company.
(d) The piggyback registration rights set forth in this Section 5.3 shall terminate with respect to a Holder when all the Registrable Securities held by that Holder (and any affiliate of the Holder with whom such ShareholdersHolder must aggregate its sales under Rule 144) can be sold pursuant to Rule 144(k).
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Axonyx Inc)
Piggyback Registration Rights. If at any time while following the ----------------------------- Common Stock (shares completion of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, an IPO Event the Company proposes to file effect another Registration, whether or not for sale for its own account and (subject to the provisions of Section 9.1 above) whether or not pursuant to the exercise of any of the demand registration rights referred to in Section 9.1 hereof, in a manner which would permit Registration of Registrable Securities for sale to the public under the Securities Act, it will each such time, subject to the provisions of Sections 9.1 and 9.2(c) hereof, give prompt written notice to all Stockholders of record of Registrable Securities of its intention to do so and of such Stockholders' rights under this Article IX, at least 25 days prior to the anticipated filing date of the registration statement relating to such Registration. Such notice shall offer all such Stockholders the opportunity to include in such registration statement such number of Registrable Securities as each such Stockholder may request. Upon the written request of any such Stockholder made within 10 days after the receipt of the Company's notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Stockholder and the intended method of disposition thereof), the Company will use its best efforts to effect the Registration under the Securities Act and the qualification under any applicable state securities or Blue Sky laws of all Registrable Securities which the Company has been so requested to register by the Stockholders thereof, to the extent required to permit the disposition (other than on Forms S-4 or S-8 under the Securities Act or their equivalent), in accordance with respect to any shares of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity intended methods thereof) of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Registrable Securities are expected so requested to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:registered; provided that: --------
(a) The Company will pay the expense of if such registrationRegistration involves an underwritten public offering, except all Stockholders requesting that each holder of Restricted their Registrable Securities that are be included in the Company's Registration must, upon request by the underwriter(s), sell their Registrable Securities to such registration shall pay all underwriter(s) selected by the Company (or the Requesting Stockholders in accordance with Section 9.1, as the case may be) on the same terms and conditions as apply to the Company or any selling securityholder (or on equivalent terms and conditions, in the event that such requesting Stockholders hold different securities from those being sold by the Company or such selling securityholder), including, without limitation, executing and delivering such underwriting discounts agreements or other related agreements to which the Company or any such selling securityholder has agreed to execute and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; anddeliver;
(b) If if, at any time after giving written notice of its intention to register any securities pursuant to this Section 9.2 and prior to the effective date of the registration statement filed in connection with such Registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Stockholders of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such Registration Statement is for a prospective underwritten offering(without prejudice, the holder agrees to sell his or its Restricted Securitieshowever, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder rights of any Restricted Securities. If the Stockholders immediately to request that such registration be effected as a Registration Statement under Section 9.1);
(c) if a Registration pursuant to this Section 9.2 involves an underwritten offering by the Company and the managing underwriter advises the Company in writing thatpublic offering, in its opinion, the number any Stockholder of shares of Common Stock proposed Registrable Securities requesting to be included in such Registration Statement exceeds may elect, in writing at least 10 days prior to the number which can be sold effective date of the registration statement filed in connection with such offering without materially and adversely affecting the successful marketing thereofRegistration, not to register such securities in connection with such Registration;
(d) the Company will include in such shall not be required to effect any Registration Statement of Common Stock under this Section 9.2 incidental to the extent registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other executive or employee benefit or compensation plans (including, without limitation, any registration of securities on a Form S-4 or S-8 registration statement or any successor or similar forms); and
(e) no Registration of Common Stock effected under this Section 9.2 shall relieve the number Company of its obligation to effect a Registration of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of such securities requested to be included by such ShareholdersSection 9.1.
Appears in 1 contract
Samples: Stockholders Agreement (HCC Industries International)
Piggyback Registration Rights. If at any time while or times on or after the ----------------------------- Common Stock (shares date that is 180 days following the completion of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstandingQualified Public Offering, the Company proposes shall determine to file a registration statement register any Equity Interests or securities convertible into or exchangeable or exercisable for Equity Interests under the Securities Act (whether in connection with a public offering of securities by the Company (a "PRIMARY OFFERING"), a public offering of securities by members (a "SECONDARY OFFERING"), or both, but not in connection with a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other than on Forms S-4 or S-8 similar rule of the Commission under the Securities Act or their equivalentis applicable), with respect to any shares of Common Stock (a "Registration Statement"), it the Company will promptly give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net notice thereof to the seller of Mezzanine Investors. In connection with any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold)such registration, to each of the Shareholders that hold Restricted Securities at least if within thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after their receipt of such noticenotice (or ten (10) days in the case of a proposed registration on Form S-3) any Mezzanine Investor requests in writing the inclusion in such registration of some or all of the Registrable Interests (as hereinafter defined) owned by such Mezzanine Investor, or into which any units held by such Mezzanine Investor are convertible or exchangeable, the Company will include in use its best efforts to effect the securities transaction registration under the Securities Act of all Registrable Interests which such Mezzanine Investor so requests; provided, however, that if at any time after giving written notice of its intention to be registered by such Registration Statement all register any Registrable Interests and prior to the effective date of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of registration statement in connection with such registration, except the Company shall determine in good faith, for any reason not to register such Registrable Interests, the Company shall give written notice to the Mezzanine Investors and, thereupon, shall be relieved of its obligation to register any such Registrable Interests in connection with such registration; provided, further, that each holder in the case of Restricted Securities an underwritten public offering, if the managing or lead underwriter(s) determine that are a limitation on the number of units to be underwritten is required, such underwriter(s) may limit the number of Registrable Interests to be included in the registration and underwriting to an amount that, in the judgment of the underwriter, would not materially affect the term of the offering (including, without limitation the price at which such securities can be sold to the public or the market for the Company's securities). The Company shall advise all Mezzanine Investors promptly after such determination by the managing or lead underwriter(s), and the number of Registrable Interests that may be included in the registration and underwriting shall pay be allocated among all underwriting discounts and commissions applicable Mezzanine Investors requesting registration in proportion, as nearly as practicable, to his or their respective holdings of Registrable Interests; provided that all Persons participating in the offering (other than the Company) shall be "cut back" on a pro rata basis. The Company may select the underwriters for any underwritten offering in its Restricted Securities and all legal sole discretion. All reasonable out-of-pocket expenses incurred by the Mezzanine Investors in connection with the provisions of this Section 5.1 (including the reasonable fees and expenses of his or its counselone independent counsel for the Mezzanine Investors as a group, if any; and
(bselected by the Majority Warrant Interest) If such Registration Statement is for a prospective underwritten offeringshall be borne by the Company, except that the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary Mezzanine Investors shall bear underwriting agreement and providing customary representations selling commissions and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation Transfer taxes attributable to the holder sale of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock proposed to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of such securities requested to be included by such Shareholderstheir Registrable Interests.
Appears in 1 contract
Piggyback Registration Rights. If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file a registration statement register any security under the Securities Act on any registration form (otherwise than for the registration of securities to be offered and sold pursuant to (a) an employee benefit plan, (b) a dividend or interest reinvestment plan, (c) other than similar plans or (d) reclassifications of securities, mergers, consolidations and acquisitions of assets on Forms Form S-4 or S-8 any successor thereto) prescribed by the Commission permitting a secondary offering or distribution, the Company shall promptly give to the Holders written notice of such proposal which shall describe in detail the proposed registration and distribution (including those jurisdictions where registration or qualification under the Securities Act securities or their equivalent)blue sky laws is intended) and, with respect upon the written request of any Holder given within 15 days after the date of any such notice, proceed to any include in such registration such shares of Common Stock (a "Registration Statement")underlying the Warrant as have been requested by any such Holder to be included in such registration; provided, it will however, that the Company shall not be required to give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net notice to the seller Holder of any underwriting commissions and discounts) at which a Warrant if the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days Warrant is not exercisable prior to the anticipated effective date of filing the registration. The Company shall in each instance use its reasonable best efforts to cause any underlying common stock (the Holders of which shall have so requested registration thereof) to be registered under the Act and qualified under the securities or blue sky laws of any jurisdiction requested by a prospective seller, all to the extent necessary to permit the sale or other disposition thereof (in the manner stated in such request) by a prospective seller of the proposed Registration Statementsecurities so registered. Upon written request by any Shareholder within fifteen (15) days after receipt If the registration of such noticewhich the Company gives notices is for a registered public offering involving an underwriting, the Company will include shall so advise the Holders as a part of the written notice given pursuant to this section. In such event, the right of any Holder to registration pursuant to this section shall be conditioned upon such holder's participation in such underwriting and the inclusion of such Holder's underlying common stock in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sellunderwriting, subject to the following:
(a) The Company will pay the expense of such registrationextent requested, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securitiesextent provided herein. If All Holders proposing to distribute their securities through such Registration Statement involves an underwritten offering by underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this section, if the managing underwriter determines and advises the Company in writing that, in its opinion, the number inclusion of the underlying common stock with the securities being registered by the Company and other shares of Common Stock proposed to be included in prospective sellers would materially adversely affect the distribution of all such Registration Statement exceeds securities, then the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent of managing underwriter may limit the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by underlying common stock and other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested prospective sellers to be included in such Registration Statement the registration and underwriting, on a pro rata among all Shareholders and other Persons with piggyback basis based on the total number of securities (including, without limitation, underlying common stock) entitled to registration pursuant to registration rights both requesting and entitled to granted by the Company; provided, however, no such registration on the basis of reduction may reduce the number of securities being sold by all the Holders of securities entitled to registration other than the Company to less than fifteen percent (15%) of the shares being sold in such offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder of underlying common stock or other Holder to the nearest 100 shares. If any Holder of underlying common stock or other securities entitled to registration disapproves of the terms of any such underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter delivered at least twenty-one (21) days prior to the effective date of the registration statement. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to one hundred twenty (120) days after the effective date of the registration statement relating thereto. In the event of such delay, the Company shall use its reasonable best efforts to effect any registration or qualification under the Securities Act and the securities or blue sky laws of any jurisdiction as may be necessary to permit such prospective seller to make its proposed offering and sale following the end of such period of delay. The Company shall have the right to terminate or withdraw any registration initiated by it under this section prior to the effectiveness of such registration, whether or not any Holder has elected to include securities in such registration. The Holder who has requested the underlying common stock to be included in a registration pursuant to this Section 12 by acceptance hereof or thereof, agrees to execute an underwriting agreement with such Shareholdersunderwriter that is (i) reasonably satisfactory to such Holder and (ii) in customary form.
Appears in 1 contract
Piggyback Registration Rights. If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes shall determine to file a registration statement register under the Securities Act any of its securities (other than on Forms Form S-8 or Form S-4 or S-8 under their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business, (ii) upon the Securities Act exercise of stock options, or their equivalent), with respect (iii) pursuant to any shares of Common Stock (a "Registration Statement"employee benefit plans), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration shall send to each holder of Registrable Shares (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be soldas defined below), including each holder who has the right to each acquire Registrable Shares, written notice of the Shareholders that hold Restricted Securities at least such determination and, if within thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, such holder shall so request in writing, the Company will shall use its commercially reasonable efforts to include in such registration statement all or any part of the securities transaction Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by such Registration Statement all the Company, the managing underwriter shall prohibit the inclusion of the Restricted Securities shares of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included Common Stock by selling holders in such registration statement or shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for impose a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, limitation on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of such Common Stock proposed to which may be included in any such Registration Statement exceeds registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the number registration statement and as to which can be sold in inclusion has been requested pursuant to such offering without materially right and adversely affecting the successful marketing thereof, the Company will include in there is first excluded from such Registration Statement to the extent of the number of registration statement all shares of Common Stock which the Company is so advised can sought to be sold in such offering without such material adverse effect included therein by (i) firstany holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock proposed by issuable upon conversion of the Company to be sold for its own accountShares and exercise of the Warrant; (ii) secondprovided, the however, that shares of Common Stock proposed shall cease to be registered by other shareholders Registrable Shares upon any permitted sale of the Company such shares pursuant to (i) a written demand registration right; and statement filed under the Securities Act, or (iiiii) third, other shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on Rule 144 promulgated under the basis of the number of such securities requested to be included by such ShareholdersSecurities Act.
Appears in 1 contract
Piggyback Registration Rights. If at any time while the ----------------------------- Common Stock (shares of Common Stock a) Subject to Section 6.1(c) and any securities issued as a dividend thereonSection 6.2 hereof, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company whenever Parent proposes to file effect a registration statement under Company Registration that is an underwritten offering, and provided that either the Securities Act Founding Shareholder or at least one of the Strategic Partners has exercised its Registration Rights in accordance with Article 4, Article 5 or Article 9 hereof, as the case may be, to include Parent Shares in such Company Registration, Parent shall furnish prompt (other but in any event no later than on Forms S-4 or S-8 under 25 days prior to the Securities Act or their equivalent), with respect to any shares filing of Common Stock (a "the applicable Registration Statement"), it will give ) written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), notice to each of the Tantau Shareholders that hold Restricted Securities at least thirty of its intention to effect such a Company Registration and the intended method of distribution in connection therewith. Such notice shall offer the Tantau Shareholders the opportunity to qualify or register (30on the same terms and conditions) days prior to the date of filing all or part of the proposed Registration Statement. Upon written request Parent Shares that were issued to each of them in connection with the Merger (subject to Section 6.1(b)) the transfer of which is not then prohibited by any Shareholder within fifteen the Resale Restriction Agreement (15) days after receipt of such noticecollectively, the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell"Tantau Qualified Parent Shares"), subject to the following:
provisions of this Agreement (a) The Company will pay in this Article 6, a "Piggyback Registration"). Upon the expense written request of a Tantau Shareholder made to Parent within 15 business days after the receipt of such registrationnotice by Parent, except that each holder of Restricted Securities that are included Parent shall include in such Company Registration the requested number of Tantau Qualified Parent Shares, subject to the provisions hereof and other customary terms, conditions and limitations relating to the registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; andsecurities generally.
(b) If such Notwithstanding the foregoing, Parent shall not be required to register any Tantau Qualified Parent Shares the transfer of which is restricted by the terms of the Resale Restriction Agreement, or that are held in escrow in accordance with the Escrow Agreement (as that term is defined in the Merger Agreement), provided however that, if a Company Registration Statement is for a prospective underwritten offeringeffected prior to the day which is three months from the Effective Time (as defined in the Merger Agreement), the holder agrees Tantau Shareholders may request that Parent include up to sell his or its Restricted Securities, if 15% of such Tantau Shareholder's Tantau Qualified Parent Shares in such Company Registration. In the Company so requests, on the same basis as the other Restricted Securities being sold under event that a Tantau Shareholder makes such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinionrequest, the number of shares Tantau Qualified Parent Shares that are ultimately included in such Company Registration shall be deducted from the number of Common Stock proposed Tantau Qualified Parent Shares released from the Resale Restriction (as defined in the Resale Restriction Agreement) after the Three Month Reference Date (as defined in and in accordance with Section 2(b)(i) of the Resale Restriction Agreement).
(c) If, in the opinion of counsel to Parent, the Tantau Qualified Parent Shares are not permitted to be included in a Company Registration in accordance with Section 6.1(a) hereof, either because of the rules and regulations of an applicable Securities Regulator, or because of written or oral directives of an applicable Securities Regulator to such effect, then Parent shall use reasonable efforts to cause the lead managing underwriter(s) of the offering to offer and sell the Tantau Qualified Parent Shares concurrently with, and at the same price and terms as applicable to, the sale of Parent Shares by the Founding Shareholder and/or Strategic Partner(s) that are participating in such Company Registration. Parent shall not be deemed to breach this Agreement if it effects such Registration Statement exceeds notwithstanding the number which can be sold refusal of the lead managing underwriter(s) of the offering to take the actions described in the previous sentence. If an applicable Securities Regulator precludes or imposes substantial disclosure requirements with respect to the inclusion of the Tantau Qualified Parent Shares in such offering offering, then Parent will be deemed to have used reasonable efforts without materially and adversely affecting further requirement that the successful marketing thereofTantau Qualified Parent Shares be so included in the underwritten offering.
(d) For the purposes of Section 6.1(c) hereof, the Company will include Tantau Shareholders shall use the same underwriter used by Parent for the offering in such Registration Statement question, and shall cooperation and coordinate their efforts in good faith with those of Parent with a view to avoiding disruption or regulatory impediments to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of such securities requested to be included by such ShareholdersRegistration.
Appears in 1 contract
Piggyback Registration Rights. If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file a registration statement register any of its Common Stock under the Securities Act (in connection with the public offering of the Common Stock solely for cash other than on Forms S-4 or S-8 under the Securities Act or their equivalentExcluded Registration (as defined below), with respect to any shares the Company shall, at such time, promptly give Purchaser notice of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statementregistration. Upon the written request by any Shareholder of Purchaser given within fifteen five (155) days after receipt of such noticenotice is given by the Company, the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sellshall, subject to the following:
(a) The Company will pay the expense provisions of such registrationSubsection 5(b), except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock proposed cause to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent registered all of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by issuable or issued upon conversion of the Company to be sold for its own account; Preferred Shares (the “Conversion Shares”) and (ii) secondany Common Stock issued or issuable upon exercise of the Warrants issued upon conversion of the Preferred Shares (collectively with the Conversion Shares, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii“Registrable Securities”) third, other shares of Common Stock that Purchaser has requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration. The Company shall have the right to terminate or withdraw any registration rights both requesting and entitled initiated by it under this Subsection 5(a) before the effective date of such registration, whether or not Purchaser has elected to include Registrable Securities in such registration. For purposes of this Subsection 5(a), an “Excluded Registration” shall mean (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the basis of the number of such securities requested same information as would be required to be included by such Shareholdersin a registration statement covering the sale of the Registrable Securities (as defined below); (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or (v) the registration of the Company’s Common Stock on Form S-1 relating to the Company’s Public Offering.
Appears in 1 contract
Samples: Series a Convertible Preferred Shares Purchase Agreement (1347 Property Insurance Holdings, Inc.)
Piggyback Registration Rights. The Company hereby grants the following registration rights to holders of the Securities. If the Company at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file a registration statement register any of its securities under the Securities 1933 Act (for sale to the public, whether for its own account or for the account of other than on Forms S-4 security holders or S-8 under the Securities Act or their equivalent)both, except with respect to any shares of Common Stock registration statements on Forms X-0, X-0 or another form not available for registering the Purchased Shares and Warrant Shares (a "Registration Statement")collectively, the “Registrable Securities”) for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscribers or Holder pursuant to an effective registration statement, each such time it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within ten (10) days after receipt the giving of any such noticenotice by the Company, to register any of the Registrable Securities not previously registered, the Company will include in cause such Registrable Securities as to which registration shall have been so requested to be included with the securities transaction to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of such Registrable Securities (the “Seller” or “Sellers”). Unless instructed in writing to the contrary, the Subscribers hereby automatically exercise the registration rights granted in this Section 11.1. The Seller is hereby given the same rights and benefits as any Restricted Securitiesother party identified in such registration. If such Registration Statement involves In the event that any registration pursuant to this Section 11.1 shall be, in whole or in part, an underwritten public offering by of common stock of the Company and the managing underwriter advises the Company in writing that, in its opinionCompany, the number of shares of Common Stock proposed Registrable Securities to be included in such Registration Statement exceeds an underwriting may be reduced by the number which can managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such offering without materially and adversely affecting reduction. Notwithstanding the successful marketing thereofforegoing provisions, or Section 11.4 hereof, the Company will include may withdraw or delay or suffer a delay of any registration statement referred to in such Registration Statement this Section 11.1 without thereby incurring any liability to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled Seller due to such registration on the basis of the number of such securities requested to be included by such Shareholderswithdrawal or delay.
Appears in 1 contract
Piggyback Registration Rights. If Issuer at any time while after the ----------------------------- exercise of the Option proposes to register any shares of Issuer Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file a registration statement under the Securities Act (other than on Forms S-4 or S-8 under the Securities Act or their equivalent)in connection with an underwritten public offering of such Issuer Common Stock, with respect to any shares of Common Stock (a "Registration Statement"), it Issuer will promptly give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net notice to the seller Selling Stockholders of its intention to do so and, upon the written request of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder Selling Stockholder given within fifteen (15) 30 days after receipt of any such notice, the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
notice (a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration which request shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, specify the number of shares of Issuer Common Stock proposed intended to be included in such Registration Statement exceeds underwritten public offering by the number Selling Stockholder), Issuer will cause all such shares for which can be sold a Selling Stockholder requests participation in such registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause such shares to be so registered (i) if in the reasonable good faith opinion of the underwriters for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially and adversely affecting interfering with the successful marketing thereofof the offering), or (ii) in the Company will include case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor Form. If some but not all the shares of Issuer Common Stock with respect to which Issuer shall have received requests for registration pursuant to this Section 11(b) shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders desiring to register their shares pro rata in such Registration Statement to the extent of proportion that the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed requested to be registered by other shareholders each such Selling Stockholder bears to the total number of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in registered by all such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled Selling Stockholders then desiring to such registration on the basis of the number of such securities requested to be included by such Shareholdershave Issuer Common Stock registered for sale.
Appears in 1 contract
Samples: Stock Option Agreement (Nac Re Corp)
Piggyback Registration Rights. (a) If the Buyer at any time while or from time to time subsequent to the ----------------------------- Common Stock (shares of Common Stock and Closing Date proposes to register any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file a registration statement under the Securities Act either for its own account or the account of any selling security holders (other than pursuant to (i) a registration statement on Forms S-4 or S-8 under the Securities Act or their equivalent)any successor or similar forms, with respect to or (ii) a registration on any shares of Common Stock (a "Registration Statement"form that does not permit secondary sales), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), notice to each of the Shareholders that hold Restricted Securities Sellers of its intention at least thirty twenty (3020) days prior to in advance of the date of filing of the proposed Registration Statementany registration statement with respect thereto. Upon the written request by of any Shareholder of the Sellers (such requesting Seller, or its permitted assign, being referred to herein as a “Holder”) given within fifteen (15) days after receipt of such notice, the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sellBuyer, subject to the following:
(a) The Company sentences below, will pay the expense of use its reasonable best efforts to include in such registration, except that each holder and in any underwriting involved therein, all of Restricted Securities that are the shares of Buyer Common Stock held as a result of conversion of the Buyer Shares or as Earnout Shares included in such registration shall pay all underwriting discounts request (“Registrable Securities”) that are not already covered by an existing and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such effective Registration Statement is (a “Piggyback Registration”). Provided, however; if in connection with any underwritten public offering for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if account of the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and Buyer the managing underwriter advises the Company in writing that, in its opinion, underwriter(s) thereof shall impose a limitation on the number of shares of Buyer Common Stock proposed to held as a result of conversion of the Buyer Shares or as Earnout Shares that may be included in such Registration Statement exceeds the number which can be sold registration statement because, in such offering without materially and adversely affecting underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the successful marketing thereof, the Company will Buyer shall be obligated to include in the registration statement only such Registration Statement to the extent limited portion of the number shares of Buyer Common Stock held as a result of conversion of the Buyer Shares or as Earnout Shares with respect to which a Holder has requested inclusion hereunder as the underwriter shall permit. Any exclusion of shares of Buyer Common Stock held as a result of conversion of the Buyer Shares or as Earnout Shares shall be made pro rata with holders of other securities having the right to include such securities in the registration statement other than holders of securities entitled to inclusion of their securities in the registration statement by reason of demand registration rights. If an offering in connection with which a Holder elects to participate in registration is an underwritten offering, then a Holder shall, unless otherwise agreed by the Company is so advised can be sold in Buyer, offer and sell such offering without such material adverse effect (i) first, the shares of Buyer Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares held as a result of Common Stock proposed to be registered by other shareholders conversion of the Company pursuant to a written demand registration right; Buyer Shares or as Earnout Shares in an underwritten offering using the same underwriter or underwriters and (iii) third, on the same terms and conditions as other shares of Common Stock requested to be common stock included in such Registration Statement pro rata among underwritten offering. The rights and benefits conferred upon Sellers in this Section 7.18 are not transferable or assignable and shall be terminated with respect to any portion of the Buyer Shares or shares of Buyer Common Stock held as a result of conversion of the Buyer Shares or as Earnout Shares that are sold, assigned or otherwise transferred unless such transfer is to a family member as a result of the depth of such Seller.
(b) All expenses incurred in complying with this Section, including, without limitation, all Shareholders registration and other Persons with piggyback registration rights both requesting filing fees, printing expenses, fees and entitled disbursements of counsel for the Buyer, expenses of any special audits incident to or required by any such registration on and expenses of complying with the basis securities or blue sky laws of any jurisdiction, shall be paid by the Buyer, except that the Buyer shall not be liable for any fees, discounts or commissions to any underwriter of the number Registrable Securities.
(c) The provisions of such securities requested this Section shall inure to the benefit of and be included by such Shareholdersbinding upon only the permitted successors and assigns of each Holder pursuant to Section 7.18(a) of this Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Primoris Services CORP)
Piggyback Registration Rights. If at (a) Whenever Parent proposes to register any time while the ----------------------------- shares of its Parent Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file a registration statement under the Securities Act (other than on Forms S-4 a registration effected solely to implement an employee benefit plan or S-8 under a transaction to which Rule 145 of the Securities Act is applicable, or their equivalenta registration statement on Form S-0, X-0 xr any successor form thereto or another form not available for registering the “Registrable Securities” (as defined below) for sale to the public), whether for its own account or for the account of one or more stockholders of Parent and the form of registration statement to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), Parent shall give prompt written notice (in any event no later than 10 days prior to the filing of such registration statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 6.07(a) and 6.07(b) shall include in such registration all Registrable Securities with respect to which Parent has received written requests for inclusion from the holders of Registrable Securities within 10 days after Parent’s notice has been given to each such holder. “Register,” “registered” and “registration” refers to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and the declaration or ordering of the effectiveness of such registration statement. “Registrable Securities” means (a) any shares of Parent Common Stock held by Shareholders or issuable upon conversion, exercise or exchange of any securities owned by the Shareholders at any time, and (b) any shares of Parent Common Stock issued or issuable with respect to any shares of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, the Company will include described in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
subsection (a) The Company will pay the expense above by way of such registrationa stock dividend or stock split or in connection with a combination of shares, except recapitalization, merger, consolidation or other reorganization (it being understood that each for purposes of this Agreement, a person shall be deemed to be a holder of Restricted Registrable Securities that are included in whenever such registration shall pay all underwriting discounts and commissions applicable person has the right to his then acquire or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted obtain from Parent any Registrable Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under whether or not such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock proposed to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of such securities requested to be included by such Shareholdersacquisition has actually been effected).
Appears in 1 contract
Piggyback Registration Rights. If If, at any time while during the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding2 year period commencing on the Closing Date, the Company proposes to file a registration statement under the Securities Act (other than on Forms S-4 or S-8 under the Securities Act or their equivalent), with respect to any shares an offering of Common Stock (a "Registration Statement")equity securities or securities exercisable or exchangeable for, it will give written noticeor convertible into, specifying equity securities, by the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, Company for its own account or for the identity account of stockholders of the managing underwriter and the estimated price Company, other than a registration statement (net i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the seller Company’s existing stockholders, (iii) for an offering of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders debt that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, the Company will include in the is convertible into equity securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such Shareholder desires to sell, subject proposed filing to the following:
Buyers as soon as practicable but in no event less than ten (a10) The Company will pay days before the expense anticipated filing date, which notice shall describe the amount and type of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock proposed securities to be included in such Registration Statement exceeds offering, the number which can be sold intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) subject to Section 4.6(b) below, offer to the holders of Shares, the Warrants and Warrant Shares (also referred to herein as “Registrable Securities”) in such offering without materially and adversely affecting notice the successful marketing thereof, opportunity to register the Company will include in sale of such Registration Statement to the extent of the number of shares of Common Stock which Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggyback Registration Statement”). Subject to Section 4.6(b) below, the Company is so advised can shall cause such Registrable Securities to be sold included in such registration and shall use commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering without such material adverse effect (i) first, to permit the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock Registrable Securities requested to be included in a Piggyback Registration Statement, on the same terms and conditions as any similar securities of the Company, and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggyback Registration Statement pro rata among all Shareholders and other Persons that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with piggyback registration rights both requesting and entitled to the underwriter or underwriters selected for such registration on the basis of the number of such securities requested to be included by such ShareholdersPiggyback Registration Statement.
Appears in 1 contract
Samples: Unit Purchase Agreement (Equity Media Holdings CORP)
Piggyback Registration Rights. If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file a registration statement register any of its equity securities under the Securities Act (other than a registration effected solely to implement an employee benefit plan or transaction to which Rule 145 of the Securities Act is applicable, or a registration using any form that does not permit secondary sales of securities), on Forms S-4 or S-8 a form and in a manner that would permit registration of the Purchased Shares for sale to the public under the Securities Act or their equivalent), with respect to any shares of Common Stock (a "Registration Statement")Act, it will give written noticenotice to the Purchaser of its intention to do so, describing such securities and specifying the form and manner of, and all other relevant facts involved in, in such proposed registration (including without limitationregistration, if such disclosure is acceptable to the identity managing underwriter. Upon the written request of the managing underwriter and the estimated price (net Purchaser delivered to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty Company within ten (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (1510) days after the receipt of any such noticenotice (which request shall specify the Purchased Shares intended to be disposed of by the Purchaser and the intended method of disposition thereof), the Company will include in use reasonable commercial efforts (at the securities transaction Company's expense, other than underwriting commissions, stock transfer taxes and opinions of counsel accruing to be registered or required by such Registration Statement the Purchased Shares being registered) to effect the registration under the Securities Act of all of the Restricted Securities of Purchased Shares that the Company that such Shareholder desires has been so requested to sellregister; provided, subject to the followinghowever, that:
(ai) The Company will pay shall only be obligated to register those Purchased Shares which are fully paid and nonassessable, which have fully vested under any vesting schedule applicable to Purchased Shares, and with respect to which any indebtedness incurred by the expense Purchaser in the purchase of the Purchased Shares has been paid.
(ii) If, at any time after giving such written notice of its intention to register its securities and prior to the effective date of the registration statement filed in connection with such registration, except that each holder the Company shall determine for any reason not to register such securities, the Company may, at its election, give notice of Restricted Securities that are included such determination to the Purchaser and thereupon the Company shall be relieved of its obligation to register any Purchased Shares in connection with such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; andregistration.
(biii) If such Registration Statement is for a prospective registration involves an underwritten offering, the holder agrees Purchaser must sell the Purchased Shares requested to sell his or its Restricted Securities, if be registered to the underwriter selected by the Company so requests, on the same basis terms and conditions as apply to the Company or the other Restricted Securities being sold under selling stockholders participating therein, and Purchaser shall bear all costs of such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereundersale. The Company may withdraw shall not be obligated to effect any Registration Statement before it becomes effective or postpone the offering registration of Restricted Securities contemplated by such Registration Statement without any obligation Purchased Shares incidental to the holder registration of any Restricted Securitiesof its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. If such Registration Statement a registration pursuant to this Agreement involves an underwritten offering by the Company and the sole or managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock securities proposed to be included in such registration should be limited due to market conditions or the necessity of including shares being sold by the Company, or being sold by third parties pursuant to the Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereofRights Agreement dated July 12, 1996, then the Company will include notify the Purchaser, if he has requested registration, and the Purchased Shares shall be excluded until such limitation has been met. The Company shall have the right to select the managing underwriter with respect to any offering. The Company shall have no obligation to pro rate the amount of Purchased Shares that the Purchaser may register in any such Registration Statement to offering, in the extent of event the number of shares of Common Stock which includable is limited. Notwithstanding the foregoing, the Company is so advised can shall not be required to included any Purchased Shares in any registration in the event that the Company shall obtain an opinion of its counsel that the Purchased Shares requested to be registered may then be sold without registration under Rule 144 or other provisions of the Securities Act. The Purchaser agrees that in such offering without such material adverse effect (i) firstthe event Purchased Shares are registered as provided for above, the shares of Common Stock proposed by Purchaser shall cooperate with the Company to be sold provide any information required for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of such securities requested to be included by such Shareholdersregistration.
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Wild Oats Markets Inc)
Piggyback Registration Rights. If at any time while (i) Buyer shall notify the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or Stockholders in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file a registration statement under the Securities Act (other than on Forms S-4 or S-8 under the Securities Act or their equivalent), with respect to any shares of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities writing at least thirty (30) days prior to filing any registration statement under the date Securities Act of filing 1933, as amended (the "Securities Act") for purposes of effecting a public offering of securities of Buyer (including, but not limited to, registration statements relating to secondary offerings of securities of Buyer, but excluding registration statements relating to employee benefit plans or with respect to corporate reorganization or other transactions under Rule 145 of the proposed Registration StatementSecurities Act) and will afford each Stockholder an opportunity to include in such registration statement all or any part of the Stock held by such Stockholder. Upon written request by Each Stockholder desiring to include in any Shareholder such registration statement all or any part of such Stockholder's Stock shall within fifteen twenty (1520) days after receipt of such noticethe above-described notice from Buyer, the Company will include so notify Buyer in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sellwriting, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included and in such registration notice shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock proposed to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent inform Buyer of the number of shares of Common Stock which the Company is so advised can be sold such Stockholder wishes to include in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; registration statement.
(ii) secondIf the registration is for a firm commitment underwritten registered public offering, Buyer shall so advise the Stockholders as a part of the written notice given pursuant to subsection 1.5(b)(i) above. In such event, the right of any Stockholder to registration shall be conditioned upon the Stockholder's participation in such underwriting and the inclusion of such Stockholder's Stock in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with Buyer and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by Buyer. Notwithstanding any other provision of this subsection 1.5(b), if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of shares to be included in the registration and underwriting. The number of shares of Common Stock proposed to be registered held by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested Stockholders to be included in such Registration Statement pro rata among all Shareholders offering shall be reduced to zero before any reduction in any securities to be offered by Buyer on its own behalf. Buyer shall so advise the Stockholders, and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of such securities requested to shares of Stock held by the Stockholders that may be included in the registration and underwriting shall be allocated among the Stockholders and any other selling shareholders on a pro rata basis. If any Stockholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to Buyer and the managing underwriter prior to the execution of the applicable underwriting agreement by the Stockholder. Any shares of Stock excluded or withdrawn from such Shareholdersunderwriting shall be withdrawn from such registration.
(iii) All expenses incurred in connection with a registration pursuant to this subsection 1.5(b) (excluding underwriters' and brokers' discounts and commissions relating to shares sold by the Stockholders), including, without limitation, all federal and "blue sky" registration, filing and qualification fees, printers' and accounting fees, and fees and disbursements of counsel for the Buyer and of one counsel to the Stockholders, shall be borne by the Buyer.
Appears in 1 contract
Samples: Asset Purchase Agreement (Wire One Technologies Inc)
Piggyback Registration Rights. If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities"i) is outstanding, Whenever the Company proposes to file a registration statement register any of its securities under the Securities Act Act, either pursuant to an underwritten primary registration on behalf of the Company or pursuant to an underwritten secondary registration on behalf of a holder or holders of the Company's securities (other than on Forms S-4 Form S-4, Form S-8 or S-8 under any successor 0 form) and the registration form to be used may be used for the registration of any Registrable Securities Act or their equivalent(a "Piggyback Registration"), the Company will give prompt written notice to each holder of Registrable Securities of its intention to effect such a registration and will include in such registration all Registrable Securities (subject to, and in accordance with, the priorities set forth in Section 6(b)(ii) hereof), with respect to any shares of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty Company has received written requests for inclusion within ten (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (1510) days after receipt of such notice, the Company will include in the securities transaction to be registered by such Registration Statement all delivery of the Restricted Securities of the Company that such Shareholder desires Company's notice to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; andRegistrable Securities.
(bii) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises underwriter(s) advise the Company in writing that, that in its their opinion, the number of shares of Common Stock proposed Registrable Securities requested to be included in such Registration Statement registration exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing marketability or pricing thereof, the Company will include in such Registration Statement registration up to the extent of the number of shares of Common Stock which the Company is so advised can be sold in an aggregate amount determined advisable by such offering without such material adverse effect underwriter(s): (i) first, the any shares of Common Stock proposed by that the Company desires to be sold for its own accountregister; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other any shares of Common Stock requested to be included in such registered by the holder(s) of Common Stock pursuant to which the Registration Statement is being filed and to which the holders of Registrable Securities hereunder are receiving Piggyback Registration; and (iii) pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration the holders of Registrable Securities on the basis of the number of such securities Registrable Securities which are requested to be included by such Shareholdersregistered hereunder.
(iii) Notwithstanding anything herein to the contrary, the Company may withdraw any registration statement referred to in this Section 6(b) at any time in its sole discretion without thereby incurring any liability to the holders of Registrable Securities.
Appears in 1 contract
Samples: Stock Purchase & Registration Rights Agreement (Startech Environmental Corp)
Piggyback Registration Rights. If at (a) At any time while following the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereonEffective Date, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, if the Company proposes to file a registration statement register (whether proposed to be offered for sale by the Company or by any other Person) any shares of capital stock (collectively, the “Other Securities”) under the Securities Act (other than on Forms S-4 or S-8 a form and in a manner that would permit registration of the Registrable Securities for sale to the public under the Securities Act or their equivalent)Act, each Holder of Registrable Securities will have the right to include its Registrable Securities in such registration in accordance with respect to any shares of Common Stock (a "Registration Statement"), it this Section 2.02. The Company will give prompt written noticenotice to all Holders of Registrable Securities of its intention to register the Other Securities, describing the number of shares to be registered for sale and specifying the form and manner of, and all the other relevant facts involved in, in such proposed registration (including including, without limitation, whether or not such registration will be in connection with an underwritten offering, and if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting). Upon the estimated price (net written request of any Holder delivered to the seller Company within 15 days after such notice shall have been received by such Holder (which request shall specify the maximum number of any underwriting commissions and discounts) at which the Restricted Registrable Securities are expected intended to be sold), to each disposed of the Shareholders by such Holder and shall confirm that hold Restricted such Holder will dispose of such Registrable Securities at least thirty (30) days prior pursuant to the date Company’s intended method of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such noticedisposition), the Company will include in use its reasonable best efforts to effect the securities transaction to be registered by such Registration Statement registration under the Securities Act of all of the Restricted Registrable Securities of that the Company that has been so requested to register by the Holders of such Shareholder desires to sellRegistrable Securities; provided, subject to the followinghowever, that:
(ai) The Company will pay the expense of if such registrationregistration involves an underwritten offering, except all Holders requesting that each holder of Restricted their Registrable Securities that are be included in such registration shall pay all underwriting discounts must sell their Registrable Securities to the underwriters selected by the Company (and/or such other Person offering the Other Securities) on the same terms and commissions applicable conditions as the terms and conditions that apply to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if anythe Company (and/or such other Person(s) offering the Other Securities); and
(bii) If if, at any time after giving such written notice of its intention to register any of such Registrable Securities for sale, and prior to the effective date of the Registration Statement is for a prospective underwritten offeringfiled in connection with such registration, the holder agrees Company shall determine for any reason to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under withdraw such Registration Statement, including executing a customary underwriting agreement the Company may, at its election, give written notice of such determination to each Holder that has requested to register Registrable Securities and providing customary representations and warranties thereunder. The thereupon the Company may withdraw any Registration Statement before it becomes effective or postpone the offering shall be relieved of Restricted Securities contemplated by such Registration Statement without any its obligation to the holder register any Registrable Securities in connection with such registration; provided, however, that all Registration Expenses of any Restricted Securities. If such Registration Statement involves an underwritten offering withdrawn registration shall be borne by the Company and in accordance with Section 2.03 hereof.
(b) In connection with any Public Offering with respect to which Holders shall have requested registration pursuant to this Section 2.02, if the managing underwriter advises shall advise the Company in writing that, in its opinionview, the number of shares of Common Stock proposed securities (including the Registrable Securities) that the Company, the Holders and any other Person intend to be included include in such Registration Statement registration exceeds the largest number of securities which can be sold in without having an adverse effect on such offering without materially and adversely affecting offering, including the successful marketing thereofprice at which such securities can be sold (the “Piggyback Registration Maximum Offering Size”), the Company will include in such Registration Statement registration, in the following priority, up to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect Piggyback Registration Maximum Offering Size:
(i) first, all the shares of Common Stock proposed by Other Securities that the Company proposes to be sold for its own account; include in such registration;
(ii) second, the shares of Underlying Common Stock proposed Shares, the Backstop Shares and the Utilization Fee Shares requested to be registered by other shareholders of pursuant to this Section 2.02; if the Underlying Common Shares, the Backstop Shares and the Utilization Fee Shares, together with all the Other Securities that the Company pursuant proposes to a written demand include in such registration, exceed the Piggyback Registration Maximum Offering Size, then the Underlying Common Shares, the Backstop Shares and the Utilization Fee Shares to be included in such registration right; shall be allocated pro rata among the Investors based on the number of Underlying Common Shares, the Backstop Shares and (iii) third, other shares of Common Stock the Utilization Fee Shares requested to be included in such Registration Statement pro rata among all Shareholders registration by each Investor;
(iii) third, (A) the other Registrable Securities requested to be registered pursuant to this Section 2.02 and other Persons with piggyback registration rights both requesting and entitled (B) the Other Securities requested to such registration on be registered by the basis of Pre-IPO Holders; if the number of such securities other Registrable Securities and the Other Securities of the Pre-IPO Holders requested to be included exceeds the Piggyback Registration Maximum Offering Size, then such other Registrable Securities and the Other Securities of the Pre-IPO Holders to be included in such registration shall be allocated pro rata among the persons requesting registration based on the number of securities duly requested to be included in such registration by each such Shareholdersperson; and
(iv) fourth, all Other Securities requested by any other Person to be included in such registration (pursuant to contractual registration rights or otherwise).
(c) If a Holder decides not to include all of its Registrable Securities in any Registration Statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of securities, all upon the terms and conditions set forth herein.
(d) Notwithstanding anything in this Article II to the contrary, the Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Article II incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans.
Appears in 1 contract
Piggyback Registration Rights. The Company hereby grants the following registration rights to holders of the Securities. If the Company at any time while proposes to register any of its securities under the ----------------------------- Common Stock 1933 Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms S-4, S-8 or another form not xxxxxxxxe for registering the registrable securities (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Registrable Securities") is outstandingfor sale to the public, provided the Company proposes Registrable Securities are not otherwise registered for resale by the Subscribers or Holder pursuant to file a an effective registration statement under the Securities Act (other than on Forms S-4 or S-8 under the Securities Act or their equivalent)statement, with respect to any shares of Common Stock (a "Registration Statement"), each such time it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within ten (10) days after receipt the giving of any such noticenotice by the Company, to register any of the Registrable Securities not previously registered, the Company will include in cause such Registrable Securities as to which registration shall have been so requested to be included with the securities transaction to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of such Registrable Securities (the "Seller" or "Sellers"). Unless instructed in writing to the contrary, the Subscribers hereby automatically exercise the registration rights granted in this Section 11.
1. The Seller is hereby given the same rights and benefits as any Restricted Securitiesother party identified in such registration. If such Registration Statement involves In the event that any registration pursuant to this Section 11.1 shall be, in whole or in part, an underwritten public offering by of common stock of the Company and the managing underwriter advises the Company in writing that, in its opinionCompany, the number of shares of Common Stock proposed Registrable Securities to be included in such Registration Statement exceeds an underwriting may be reduced by the number which can managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such offering without materially and adversely affecting reduction. Notwithstanding the successful marketing thereofforegoing provisions, or Section 11.4 hereof, the Company will include may withdraw or delay or suffer a delay of any registration statement referred to in such Registration Statement this Section 11.1 without thereby incurring any liability to the extent Seller due to such withdrawal or delay. The Company agrees and acknowledges that despite the pendency of a not yet effective registration statement which includes for registration the Registrable Securities, the Subscriber is permitted to and the Company will issue to the Subscriber Shares upon conversion of the number Note. Such Shares will, if required by law, bear the legends described in Section 4 above and if the requirements of shares of Common Stock which Rule 144 under the Company is so advised can 1933 Act are satisfied be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of such securities requested to be included by such Shareholdersresalable thereunder.
Appears in 1 contract
Piggyback Registration Rights. If If, at any time while prior to July 31, 2005, the ----------------------------- Company shall file a registration statement (other than on Form S-4 or Form S-8, or any successor form) with respect to its Common Stock with the Securities and Exchange Commission while Shares are available for purchase pursuant to exercise of a Warrant or while any Shares issued upon the exercise of a Warrant (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities"which have not been so registered) is are outstanding, the Company proposes to file a registration statement under the Securities Act (other than on Forms S-4 or S-8 under the Securities Act or their equivalent), with respect to any shares of Common Stock (a "Registration Statement"), it will shall give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities GRI at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days prior written notice of the filing of the proposed registration statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered. If requested by GRI in writing within seven (7) days after receipt of any such notice, the Company will include in shall use its best efforts to register or qualify the securities transaction to Shares of GRI that the Shares of Common Stock be registered by concurrently with the registration of such Registration Statement other securities, all of the Restricted Securities extent required to permit the public offering or sale of the Company that such Shareholder desires to sellShares through the facilities of the over-the-counter or appropriate stock exchange market. Notwithstanding the foregoing, subject to if, in the following:
(a) The Company will pay the expense case of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and Company, the managing underwriter advises of such offering shall advise the Company in writing that, in its opinion, the number distribution of shares of Common Stock proposed to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent all or a portion of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock Shares requested to be included in such Registration Statement pro rata among all Shareholders and other Persons the registration concurrently with piggyback registration rights both requesting and entitled to such registration on the basis of securities being registered by the number Company would materially adversely affect the distribution of such securities requested by the Company, then the Company shall promptly furnish GRI with a copy of such opinion and may require, by written notice to GRI accompanying such opinion, that the distribution of all or a specified portion of such Shares be included excluded from such distribution. The Company shall pay all costs of any registration of Shares under this Section 7.2, except that fees and disbursements to GRI's counsel and the underwriting discounts payable in respect of the Shares held by GRI shall be borne entirely by GRI. In connection with any registration of Shares pursuant to this Section 7.2, GRI shall furnish the Company with such Shareholdersinformation concerning GRI in the proposed sale or distribution as shall, in the opinion of counsel for the Company, be required for use in the preparation of the registration statement or any amendment (including post-effective amendments) thereto. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether any written request for inclusion of such securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.
Appears in 1 contract
Samples: Research and Development Contract (Turbochef Technologies Inc)
Piggyback Registration Rights. If at (i) Each time after January 1, 2008 that Sionix proposes for any time while the ----------------------------- reason to register any of its Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file a registration statement under the Securities Act in connection with the proposed offer and sale of its Common Stock, either for its own account or on behalf of any other security holder (other than on Forms S-4 or S-8 under the Securities Act or their equivalent), with respect to any shares of Common Stock (a "Registration StatementProposed Registration"), it will other than pursuant to a registration statement on Forms S-0, X-0 or any similar forms, Sionix shall promptly give written notice, specifying notice of such Proposed Registration to the form and manner ofShareholders, and all other relevant facts involved in, such proposed registration (including without limitation, shall offer to the identity Shareholders the right to request inclusion of his Common Stock issued pursuant to the terms of the managing underwriter and Agreement in the estimated price Proposed Registration.
(net to ii) The Shareholders shall have 15 days from the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, the Company will include in the securities transaction notice to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires deliver to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for Sionix a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, written request specifying the number of shares of Common Stock proposed that Shareholders intends to sell in the Proposed Registration, as well as information on such Shareholders intended method of disposition.
(iii) If the Proposed Registration by Sionix is, in whole or in part, an underwritten public offering, Sionix shall so advise Shareholders and any request must specify that his Common Stock be included in such Registration Statement exceeds the number which can be sold in such offering without materially underwriting on the same terms and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, conditions as the shares of Common Stock proposed by the Company otherwise being sold through underwriters under such registration.
(iv) Upon receipt of a written request Sionix shall promptly use its best efforts to be sold for its own account; (ii) second, the cause all such shares of Common Stock proposed held by Shareholders to be registered by other shareholders of under the Company pursuant Securities Act (and included in any related qualifications or registration under blue sky laws) , to a written demand registration right; the extent required to permit sale or disposition as set forth in the Proposed Registration.
(v) If the offering is to be an underwritten offering, and (iii) third, other Shareholders proposes to distribute its shares of Common Stock requested through such underwritten offering, Shareholders agrees to be included enter into an underwriting agreement with the underwriter or underwriters selected for such underwriting by Sionix. The Shareholders may withdraw his Common Stock from such offering at any time until the day prior to the effective date by written notice to Sionix and the managing underwriter. Notwithstanding the foregoing, if in such Registration Statement pro rata among all Shareholders its good faith judgment the managing underwriter determines and other Persons with piggyback registration rights both requesting and entitled to such registration on advises Sionix in writing that the basis inclusion of the number Common Stock issued to Shareholders pursuant to the Agreement in the underwritten public offering, together with any Common Stock offered by Sionix, would interfere with the successful marketing of such securities requested to be included securities, the managing underwriter may exclude the Common Stock owned by such Shareholders.the Shareholders from the Proposed Registration..
Appears in 1 contract
Piggyback Registration Rights. If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file register any of its Common Stock or any other equity securities (or other securities convertible into equity securities) of the Company under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (other than a registration statement on Form S-4 or Form S-8 promulgated under the Securities Act (or any successor forms thereto) or any other than on Forms S-4 or S-8 under form not available for registering the Securities Act or their equivalent), with respect Registrable Stock for sale to any shares of Common Stock (a "Registration Statement"the public), it will give written notice, specifying notice (each such notice a "Piggyback Notice") at such time to each Investor of its intention to do so. Upon the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller written request of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold)Investor, to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder given within fifteen (15) 30 days after receipt by such Investor of such noticethe Piggyback Notice, to register any of its Registrable Stock (which request shall state the amount and kind of Registrable Stock to be so registered and the intended method of disposition thereof), the Company will include use its reasonable best efforts to cause the Registrable Stock, as to which registration shall have been so requested, to be included in the securities transaction to be registered covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition by such Registration Statement all Investor (in accordance with its written request) of the Restricted Securities of such Registrable Stock so registered; provided, that nothing herein shall prevent the Company from abandoning or delaying such registration at any time. In the event that any registration referred to in this Section 2(d) shall be, in whole or in part, an underwritten public offering, such Shareholder desires to sell, subject to Registrable Stock shall be included in the following:
(a) The Company will pay underwriting on the expense of same terms and 5 conditions as the shares otherwise being sold through underwriters under such registration, except that each holder . The number of Restricted Securities that are shares of Registrable Stock to be included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by may be reduced (pro rata among the Company and the managing underwriter advises the Company in writing that, in its opinion, requesting Investors based upon the number of shares of Common Registrable Stock proposed to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of such securities registered), but only after any amounts requested to be included by security holders other than the Company have been reduced to zero and if and to the extent that the managing underwriter of such Shareholdersoffering shall be of the good faith opinion that such inclusion would adversely affect the marketing (including, without limitation, the offering price) of the securities to be sold by the Company in such offering.
Appears in 1 contract
Samples: Registration Rights Agreement (Welsh Carson Anderson & Stowe Ix Lp)
Piggyback Registration Rights. (a) If at Purchaser proposes to register any time while the ----------------------------- Purchaser Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file a registration statement under the Securities Act (other than a registration (A) on Forms Form S-8 or S-4 or S-8 any successor or similar forms, (B) relating to Purchaser Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of Purchaser or (C) in connection with a direct or indirect acquisition by Purchaser of another entity), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 4(b), give prompt written notice at least 20 days prior to the anticipated filing date of the registration statement relating to such registration to Holder, which notice shall set forth Holder's rights under this Section and shall offer Holder the opportunity to include in such registration statement such number of shares of Registrable Stock as Holder may request. Upon the written request of Holder made within 10 days after the receipt of notice from Purchaser (which request shall specify the number of shares of Registrable Stock intended to be disposed of by Holder), Purchaser will use its best efforts to effect the registration under the Securities Act or their equivalent)of all Registrable Stock which Purchaser has been so requested to register by Holder, with respect to any shares of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, extent requisite to permit the identity disposition of the managing underwriter and the estimated price Registrable Stock so to be registered; provided that (net x) if Holder requests to be included in Purchaser's registration, Holder must sell its Registrable Stock to the seller underwriters selected by Purchaser on the same terms and conditions as apply to Purchaser and (y) if, at any time after giving written notice of its intention to register any underwriting commissions stock pursuant to this Section 4(a) and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the effective date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, the Company will include registration statement filed in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of connection with such registration, except that each holder Purchaser shall determine for any reason not to register such stock, Purchaser shall give written notice to Holder and, thereupon, shall be relieved of Restricted Securities that are included its obligation to register any Registrable Stock in connection with such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; andregistration.
(b) If such Registration Statement is for a prospective underwritten offeringIf, the holder agrees in any registration pursuant to sell his or its Restricted Securitiesthis Section, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing Purchaser that, in its opinionview, the number of shares of Purchaser Common Stock proposed that Purchaser and its stockholders (including Holder) intend to be included include in such Registration Statement registration exceeds the largest number of shares of Purchaser Common Stock which can be sold in without having an adverse effect on such offering without materially and adversely affecting offering, including the successful marketing thereofprice at which such shares can be sold (the "Maximum Offering Size"), the Company then Purchaser will include in such Registration Statement registration, in the following priority, up to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect Maximum Offering Size
(i) first, the all shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Purchaser Common Stock proposed to be registered by Purchaser and other shareholders of Purchaser stockholders having demand or piggyback registration rights on the Company pursuant date hereof (other than the Vivid Rollover Stock) up to a written demand registration rightthe Maximum Offering Size; and and
(iiiii) thirdsecond, other shares of Common all Registrable Stock requested to be included in such Registration Statement registration by Holder and all Vivid Rollover Stock requested to be included in such registration by the holders thereof (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among all Shareholders Holder's Registrable Stock and other Persons with piggyback registration rights both requesting and entitled to such registration the Vivid Rollover Stock on the basis of the relative number of such securities shares of Registrable Stock so requested to be included in such registration).
(c) Purchaser will pay all registration and filing fees in connection with each registration of Registrable Stock requested pursuant to this Section. Holder will pay the fees and expenses of any legal counsel retained by such ShareholdersHolder and any underwriting fees, discounts or commissions attributable to the sale of Registrable Stock of Holder. Purchaser agrees to indemnify Holder with respect to any registration of Holder's Registrable Stock pursuant to this Section on the same basis as the Purchaser agreed to indemnify other Purchaser stockholders having demand or piggyback registration rights on the date hereof.
(d) For purposes of this Section, the following terms have the following meanings:
Appears in 1 contract
Samples: Warrant Exercise Agreement (Modem Media Poppe Tyson Inc)
Piggyback Registration Rights. If Subject to Section 3 above, if the Company at any time while the ----------------------------- proposes for any reason to register any of its Common Stock (shares either for its own account or for the account of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities"other security holders) is outstanding, the Company proposes to file a registration statement under the Securities Act (other than on Forms Form S-4 or Form S-8 promulgated under the Securities Act (or their equivalentany successor forms thereto)) and the shares of Common Stock issuable upon exercise of this Warrant are not already subject to an existing registration statement, with respect the Company shall give written notice to the Holder of its intention to so register shares of Common Stock at least ten days (10) days before the initial filing of the registration statement related thereto and, upon the request, delivered to the Company within three (3) days after delivery of any such notice by the Company, of the Holder to include in such registration any shares of Common Stock issuable upon exercise of this Warrant (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, specify the number of shares of Common Stock proposed to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereofregistration), the Company will include in shall use reasonable efforts to cause all such Registration Statement to the extent of the number of shares of Common Stock which to be included in such registration on the Company is so advised can be same terms and conditions as the securities otherwise being sold in such offering without registration; provided, however, that if the managing underwriter, placement agent or the Company, determines that the inclusion of all such material adverse effect (i) first, the shares of Common Stock proposed by the Company requested to be sold for its own account; included in such registration would interfere with the successful marketing (iiincluding pricing) second, of the shares of Common Stock proposed to be registered by other shareholders the Company, then the number of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested proposed to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on shall be reduced in the basis sole discretion of the number underwriters, placement agent or the Company, as the case may be. Notwithstanding the foregoing, if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities requested securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon (i) in the case of a determination not to register, shall be included by relieved of its obligation to register any shares of Common Stock issuable upon exercise of this Warrant and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any shares of Common Stock issuable upon exercise of this Warrant, for the same period as the delay in registering such Shareholdersshares of Common Stock.
Appears in 1 contract
Samples: Warrant Agreement (Polymedix Inc)
Piggyback Registration Rights. If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company Whenever Licensee proposes to file a registration statement register any of its securities under the Securities Act of 1933 (the “Securities Act”) for sale in a public offering (other than on Forms S-4 or S-8 (i) its initial offering to the public generally, (ii) pursuant to a shelf registration pursuant to Rule 415 under the Securities Act Act, or their equivalent(iii) a registration on Form S-8 or Form S-4, or the analogous forms permitted to small business issuers pursuant to the Exchange Act), with respect the Licensee shall give written notice to The Regents of its intention to effect such a registration. Such notice will offer to The Regents the opportunity to have any shares or all of Common Stock the securities held by The Regents included in such registration statement (a "Registration Statement"“Piggyback Registration”), . If The Regents desires to have its securities registered under this Section it will give written notice, specifying shall so advise the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) Licensee in writing within 30 days prior to after the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such noticenotice from the Licensee (which request shall set forth the amount of securities for which registration is requested), the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to selland, subject to the following:
limitations and conditions set forth herein, the Licensee shall include such securities in the Piggyback Registration without consideration from The Regents for the cost of registration. The Piggyback Registration rights granted herein shall be subject to the following conditions and limitations: (a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(bi) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter or underwriters of any such proposed public offering advises the Company in writing that, in its opinion, Licensee that the number total amount of shares of Common Stock proposed securities which the purchaser intended to be included in such Registration Statement exceeds proposed public offering is sufficiently large to adversely affect the number which can be sold in success of such offering without materially and adversely affecting proposed public offering, then the successful marketing thereof, the Company will include in such Registration Statement to the extent amount of the securities to be offered for the accounts of The Regents shall be reduced pro rata, based upon the aggregate number of shares of Common Stock which the Company is so advised can be sold in security holders requesting such offering without such material adverse effect registration (i) first, the shares of Common Stock proposed except for those securities offered by the Company to be sold for its own account; (iiLicensee and holders of senior registration rights) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested securities intended to be included in such Registration Statement pro rata among all Shareholders offering and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of securities to be offered for the account of each such holder of the Shares, to the extent necessary to reduce the total amount of securities requested to be included in such proposed public offering to the amount recommended by such Shareholders.managing underwriter or underwriters before the securities offered by the Licensee are so reduced; and
Appears in 1 contract
Samples: Exclusive License Agreement
Piggyback Registration Rights. A. If COHT at any time while after the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company date hereof proposes to file a registration statement to register the offer and sale of shares of its Common Stock under the Securities Act federal securities laws in connection with the public offering of such shares (other than on Forms S-4 whether for the account of COHT or S-8 under one or more of its shareholders, but excluding any registration relating solely to the Securities Act sale of such shares (i) to participants in an employees stock plan, (ii) to cover employee or their equivalentdirector options outstanding, or (iii) in connection with a merger, consolidation, or asset acquisition), with respect 4279 Investments and any of its affiliates to any whom the COHT shares of Common Stock are transferred (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitationcollectively, the identity “Canadian Shareholders”) shall be entitled to participate in any registration of the managing underwriter offer and sale of such shares and to include any of their COHT Shares in the estimated price (net registration statement as provided below.
B. If COHT desires to have the seller of any underwriting commissions and discounts) at offering to which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective relates treated as an underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary Canadian Shareholders shall enter into an underwriting agreement in customary and providing customary representations and warranties thereunderreasonable form with the representatives of the underwriter or underwriters selected by COHT. The Company Canadian Shareholders further agree, as a condition to participation in the underwritten offering, to agree to a lockup of their respective shares not included in the offering, in the event it is request to do so by the managing underwriter(s), for such period not to exceed 180 days following the offering as all executive officers and directors of COHT shall also agree. None of the Canadian Shareholders shall be required to make any representations or warranties to or agreements with COHT or the underwriters other than representations, warranties and agreements regarding ownership of the Cohesant Shares owned by such persons and their intended method of distribution or any other representation required by law. If any Canadian Shareholder disapproves of the terms of the underwriting it may withdraw any Registration Statement before it becomes effective or postpone therefrom by written notice to COHT and the offering underwriter’s representatives within fifteen days after the form of Restricted Securities contemplated by such Registration Statement without any obligation the underwriting agreement is presented to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company Canadian Shareholders, and the managing underwriter advises Canadian Shareholder’s Cohesant Shares shall be simultaneously withdrawn from registration and the Company in writing that, in offering.
C. COHT shall give 4279 Investments and its opinion, the number of shares of Common Stock proposed to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent affiliates fifteen days written notice of the number of shares COHT intends to offer in the registered offering and the date by which such parties must give written notice of Common Stock which the Company is so advised can be sold number of Cohesant Shares it or they desire to have included in the registration statement covering the contemplated public offering. 4279 Investments or its affiliates’ failure to give such written notice to COHT by such date shall disqualify such party from participating further in such registration and offering without (but not subsequent registrations and underwritings). After determining the total number of shares COHT and others desire to include in the registration statement covering the contemplated public offering, if the registration is to be underwritten and if the underwriter’s representatives reasonably determine that market factors require a limitation on the total number of shares to be underwritten, then to the extent required by such material adverse effect (i) firstlimitation, the shares of Common Stock proposed by the Company to Canadian Shareholders agree that their participation in COHT’s registration and offering shall be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant subject to a written demand registration right; and pro rata reduction (iii) thirdas among all persons, other than COHT) in proportion to the number of shares of Common Stock each such shareholder requested to be included in such Registration Statement the registration). In connection with any registration, each participant shall bear its pro rata among share of all Shareholders underwriting commissions and discounts. COHT will pay all other Persons costs incurred in connection with piggyback filing any such registration.
D. The registration rights both requesting and entitled to such registration on the basis of the number Canadian Shareholders provided herein shall terminate at such time as the Canadian Shareholders are able to dispose of such securities requested all of the Cohesant Shares received under the Purchase Agreement pursuant to be included the provisions of Rule 144(k) promulgated by such Shareholdersthe Securities and Exchange Commission.
Appears in 1 contract
Samples: Amendment and Settlement Agreement (Cohesant Technologies Inc)
Piggyback Registration Rights. If at any (a) Subject to paragraph (d) of this Section, each time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes shall determine to file proceed with the actual preparation and filing of a registration statement under the Securities Act Act, to register a proposed offer and sale for money of its common stock (other than a registration on Forms S-4 Form X-0, X-0 or S-8 under the Securities Act any successor forms or their equivalentother inappropriate forms), the Company will give written notice of its determination to Holder. Upon the written request of Holder given within 30 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all Warrant Shares with respect to which Holder has requested registration to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by Holder of the shares to be so registered; provided, however, that nothing herein shall prevent the Company from, at any shares of Common Stock (a "Registration Statement")time, it will give written notice, specifying the form and manner of, and all other relevant facts involved in, abandoning or delaying any such proposed registration (including without limitationinitiated by it. If any such registration pertains to an underwritten offering in whole or in part, the identity Company may require that the shares requested for inclusion by Holder pursuant to this section be included in the underwritten offering on the same terms and conditions as the securities otherwise being sold through the underwriters. If, in the good faith judgment of the managing underwriter of such underwritten offering, the inclusion of all of the Warrant Shares originally covered by a request for registration made by Holder would reduce the amount of securities to be offered by the Company or interfere with the successful marketing of the securities to be offered by the Company, the number of Warrant Shares owned by or issuable to Holder and otherwise to be included in the estimated price underwritten offering may be reduced. Any Warrant Shares which are thus excluded from the underwritten offering shall be withheld from the market by Holder for a period, not to exceed 180 days, that the managing underwriter reasonably determines is necessary in order to effect the underwritten offering.
(net b) If and whenever the Company is required by the provisions of Section 10(a) hereof to effect the seller registration of any underwriting commissions Warrant Shares under the Securities Act, the Company will:
(i) prepare and discountsfile with the Securities and Exchange Commission (the “SEC”) at which a registration statement with respect to such shares, and use reasonable commercial efforts to cause such registration statement to become and remain effective for such period as may be reasonably necessary to effect the Restricted Securities are expected sale of such shares, not to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to exceed one year from the date of issuance of the covered Warrant Shares;
(ii) prepare and file with the SEC such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective for such period as may be reasonably necessary to effect the sale of such securities, not to exceed one year from the date of issuance of the covered Warrant Shares;
(iii) furnish to Holder and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as Holder and underwriters may reasonably request in order to facilitate the public offering of such securities;
(iv) use reasonable commercial efforts to register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as the underwriters may reasonably request within 20 days following the original filing of such registration statement, except that the proposed Registration Statement. Upon written request by Company shall not for any Shareholder within fifteen purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified; and
(15v) days after receipt prepare and promptly file with the SEC any amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such noticeprospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading.
(c) With respect to any registration of shares pursuant to Section 10(a) hereof, the Company will include in shall bear the following fees, costs and expenses: all registration, SEC filing fees, printing expenses, fees and disbursements of counsel and accountants for the Company, fees and disbursements of counsel for the underwriter or underwriters of such securities transaction to be registered by such Registration Statement all of the Restricted Securities of (if the Company that and/or selling security holders are required to bear such Shareholder desires to sellfees and disbursements), subject to the following:
(a) The all internal Company will pay the expense of such registrationexpenses, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and disbursements and other expenses of his complying with state securities or its counselblue sky laws of any jurisdictions in which the securities to be offered are to be registered or qualified. Fees and disbursements of counsel and accountants for Holder, if any; andunderwriting discounts and commissions and transfer taxes for Holder and any other expenses incurred by Holder not expressly included above shall be borne by Holder.
(bd) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation Notwithstanding anything to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock proposed to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereofcontrary herein, the Company will include in such Registration Statement shall not be obligated to register the extent resale of the number of shares of Common Stock any Warrant Shares purchased for cash and which have been outstanding for more than six months. 623346 In Witness Whereof, the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company has caused this Warrant to be sold for signed by its own account; (ii) secondduly authorized officer. Date: December 12, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third2008 By: /s/ Xxxxxx X. Xxxxx, other shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of such securities requested to be included by such Shareholders.Xx. By: Xxxxxx X. Xxxxx, Xx. Its: Chief Executive Officer
Appears in 1 contract
Samples: Warrant Agreement (Webdigs Inc)
Piggyback Registration Rights. (a) If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company proposes to file a registration statement register equity securities or securities convertible or exchangeable into or exercisable for equity securities (whether or not for its own account) under the Securities Act in connection with a public offering solely for cash (other than by a registration on Forms Form S-4 or S-8 or any successor or similar forms or filed in connection with an exchange offer, business combination transaction or any offering of securities solely to the Company's existing stockholders or otherwise pursuant to a dividend reinvestment plan or a dividend reinvestment and stock purchase plan, and other than pursuant to Article II), the Company shall promptly give each Holder of Registrable Securities written notice of such proposed registration (a "Piggyback Registration Statement"). Upon the written request of each Holder receiving such Company notice delivered within 15 days following the date of such Holder's receipt of the Company notice (which Holder notice shall identify such Holder, the amount of Registrable Securities sought to be included in the Piggyback Registration Statement, and the intended methods of disposition thereof), the Company shall cause to be included in such Piggyback Registration Statement and use commercially reasonable efforts to be registered under the Securities Act or their equivalent)all the Registrable Securities that each such Holder shall have requested to be registered; provided, with respect however, that such right of inclusion shall not apply to any shares of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such notice, the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the following:
(a) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offering, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves statement covering an underwritten offering by of convertible, exercisable or exchangeable securities or equity securities other than the Company and Common Stock if the managing underwriter advises Underwriters' Representative or Agent shall advise the Company in writing that, (with a copy to each Selling Holder) that in its opinion, the number of shares of Common Stock proposed to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement to the extent nature of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock Registrable Securities requested to be included in such the Piggyback Registration Statement pro rata among all Shareholders and other Persons with piggyback would adversely affect the offering of the convertible, exercisable or exchangeable securities or equity securities or would adversely affect the timing thereof. The Company shall have the absolute right at any time to withdraw or cease to prepare or file any registration rights both requesting and statement for any offering referred to in this Article III without any obligation or liability to any Holder.
(b) For a period of six years from the date of this Agreement, each Holder shall be entitled to such registration on the basis of the have its Registrable Securities included in an unlimited number of such securities requested Piggyback Registration Statements pursuant to be included by such Shareholdersthis Section 3.1.
Appears in 1 contract
Samples: Registration Rights Agreement (Consolidated Hydro Inc)
Piggyback Registration Rights. If at any time while The Company agrees that if, after the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstandingdate hereof, the Company proposes to file Board shall authorize the filing of a registration statement under the Securities Act (other than a registration statement on Forms S-4 Form X-0, Xxxx X-0 or S-8 under any other form that does not include substantially the Securities Act same information as would be required in a form for the general registration of securities) in connection with the proposed offer of any of its securities by it or their equivalent), any corporation with respect to any shares of Common Stock (a "Registration Statement"), which it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net may combine or merge subsequent to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty (30) days prior to the date of filing of the proposed Registration Statement. Upon written request by any Shareholder within fifteen (15) days after receipt of such noticeOffering, the Company will include in shall: (A) promptly notify the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company Purchaser that such Shareholder desires registration statement will be filed and that the Shares purchased pursuant to sell, subject to this Agreement and then held by the following:
Purchaser (ahereinafter the “Registrable Securities”) The Company will pay the expense of such registration, except that each holder of Restricted Securities that are be included in such registration shall pay statement at such Purchaser’s request; (B) cause such registration statement to cover all underwriting discounts of such Registrable Securities issued to such Purchaser for which such Purchaser requests inclusion; (C) use reasonable best efforts to cause such registration statement to become effective as soon as practicable; and commissions applicable (D) take all other reasonable action necessary under any Federal or state law or regulation of any governmental authority to his permit all such Registrable Securities that have been issued to such Purchaser to be sold or its Restricted otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for such Purchaser to promptly effect the proposed sale or other disposition, but no later than the date that, assuming compliance with all of the requirements of Rule 144 promulgated under the Securities and all legal fees and expenses of his or its counsel, if any; and
(b) If such Registration Statement is for a prospective underwritten offeringAct, the holder agrees Purchaser would be entitled to sell his the Registrable Securities pursuant to Rule 144. If the Purchaser desires to include in such registration statement all or its Restricted Securitiesany part of the Registrable Securities held by him/her/it, if he/she/it shall, within twenty (20) days after the above-described notice from the Company, so notify the Company so requests, on in writing. Such notice shall state the same basis as intended method of disposition of the other Restricted Registrable Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone by the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted SecuritiesPurchaser. If such Registration Statement involves an underwritten offering the Purchaser decides not to include all of his/her/its Registrable Securities in any registration statement thereafter filed by the Company, the Purchaser shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and the managing underwriter advises the Company conditions set forth herein. As used in writing that, in its opinionthis Section 9, the number of shares of Common Stock proposed to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, the Company will include in such Registration Statement term "Shares" refers to the extent purchased Shares, all securities received in replacement of or in connection with the Shares pursuant to stock dividends or splits, all securities received in replacement of the number Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Purchaser is entitled by reason of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by the Company to be sold for its own account; (ii) second, the shares of Common Stock proposed to be registered by other shareholders Purchaser's ownership of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in such Registration Statement pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of the number of such securities requested to be included by such ShareholdersShares.
Appears in 1 contract
Piggyback Registration Rights. (a) If at any time while the ----------------------------- Common Stock (shares of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstanding, the Company times Acquiror proposes to file make a registration statement registered public offering of any of its securities (whether for its own account or for the account of others) under the Securities Act Act, Acquiror shall (other than on Forms S-4 or S-8 under the Securities Act or their equivalent), with respect to any shares of Common Stock (a "Registration Statement"), it will i) promptly give written notice, specifying notice of the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least thirty Company Stockholders (30) days prior such notice to include the date number of filing shares the Company or other security holders propose to register and, if known, the name of the proposed Registration Statement. Upon underwriter) and (ii) use its best efforts to include in such registration (and any related qualification under Blue Sky laws and/or other compliance) all the Registerable Securities specified in a written request or requests made by any Shareholder Company Stockholder within fifteen (15) 30 days after the receipt of such notice, notice from the Company (a "Piggyback Registration"). Such written request may specify all or a part of a holder's Registerable Securities, provided, however, that (x) Acquiror will include in the not be required to effect a Piggyback Registration if it is registering securities transaction to be registered by such Registration Statement all on Forms S-8 or S-4 (or any successor forms) or other SEC registration form not suitable for inclusion of the Restricted Securities shares of the Company that such Shareholder desires to sell, subject selling stockholders for offer to the following:
public, and (ay) The Acquiror may withdraw any proposed registration statement or offering of securities under this Section 2 at any time without liability to any Company Stockholder, in which case Acquiror will pay the expense of such not be required to effect a registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; and.
(b) If a Piggyback Registration is an underwritten primary registration on behalf of Acquiror, and the managing underwriter advises Acquiror in writing that in the managing underwriter's opinion the number of securities requested to be included in such Registration Statement is for a prospective underwritten registration exceeds the number that can be sold in such offering without adversely affecting the marketability of the offering, Acquiror shall include in such offering first, the holder agrees securities of Acquiror proposed to be sold by Acquiror and second, all other securities held by security holders, including the Registerable Securities, requested to be included in such registration by all other security holders (including the Company Stockholders), pro rata among such security holders, based upon the number of shares requested by each to be included in such registration. In addition, if a Piggyback Registration is an underwritten primary registration on behalf of Acquiror, the selling Company Stockholders agree to sell his or its Restricted Securitiestheir Acquiror Common Stock, if the Company Acquiror so requests, on the same basis as the other Restricted Securities securities included in such registration are being sold under and the underwriter or underwriters for such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated registration shall be selected by such Registration Statement without any obligation to the holder of any Restricted SecuritiesAcquiror. If such a Piggyback Registration Statement involves is an underwritten offering by the Company secondary registration on behalf of selling stockholders, and the managing underwriter advises the Company Acquiror in writing that, that in its opinion, the managing underwriter's opinion the number of shares of Common Stock proposed securities requested to be included in such Registration Statement registration exceeds the number which that can be sold in such offering without materially and adversely affecting the successful marketing thereofmarketability of the offering, the Company will then Acquiror shall include in such Registration Statement to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares securities of Common Stock Acquiror proposed by the Company to be sold for its own account; (ii) by the stockholders requiring or demanding that Acquiror effect such registration and second, all other securities held by security holders, including the shares of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) thirdRegisterable Securities, other shares of Common Stock requested to be included in such Registration Statement registration by all other security holders (including the Company Stockholders), pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled to such registration on the basis of security holders, based upon the number of such securities shares requested by each to be included by in such Shareholdersregistration.
Appears in 1 contract
Piggyback Registration Rights. If If, at any time while on or before the ----------------------------- Common Stock (shares expiration of Common Stock and any securities issued as a dividend thereon, or in exchange therefor, hereinafter in this Article III referred to as "Restricted Securities") is outstandingWarrant, the Company proposes to file a registration statement for the public sale of any of its Common Stock or Common Stock Equivalents under the Securities 1933 Act (other than on Forms registration statements (i) provided for in Section 8.2 hereof or (ii) pursuant to Form S-4 or and Form S-8 under of the Securities Act or their equivalent)of 1933) the Company shall, with respect to any shares of Common Stock (a "Registration Statement"), it will give written notice, specifying the form and manner of, and all other relevant facts involved in, such proposed registration (including without limitation, the identity of the managing underwriter and the estimated price (net to the seller of any underwriting commissions and discounts) at which the Restricted Securities are expected to be sold), to each of the Shareholders that hold Restricted Securities at least not later than thirty (30) days prior to the date of initial filing of the registration statement, deliver notice of its intent to file such registration statement to the Holder, setting forth the minimum and maximum proposed Registration Statementoffering price, commissions, and discounts in connection with the offering, and other relevant information. Upon written request by any Shareholder within fifteen Within twenty (1520) days after receipt of notice of the Company's intent to file a registration statement, the Holder shall be entitled to request that the Warrant Stock be included in such noticeregistration statement, and the Company will use its best efforts to cause such Warrant Stock to be included in the offering covered by such registration statement. In the event the Warrant Stock is included in the registration statement, the Holder may transfer this Warrant to an underwriter or broker for exercise by such underwriter or broker in connection with a distribution of the Warrant Stock. The managing underwriter or underwriters in an underwritten offering, or the holders of a majority in number of shares of Common Stock requesting registration, may determine that the number of securities proposed to be sold in the underwriting or offering exceeds the number that can be sold without having a materially adverse effect on the price at which the securities could be sold. If it or they make such a determination in good faith, then the Company may reduce the number of shares of Common Stock to be included in the registration to the highest number that the managing underwriter (or underwriters) or a majority of the holders (as the case may be) determine will not have a material adverse effect on the price of the shares to be sold. If the number of shares of Common Stock to be sold in a registration are limited pursuant to this paragraph, the Company will include in the securities transaction to be registered by such Registration Statement all of the Restricted Securities of the Company that such Shareholder desires to sell, subject to the followingregistration:
(ai) The First, all shares the Company will pay the expense of such registration, except that each holder of Restricted Securities that are included in such registration shall pay all underwriting discounts and commissions applicable proposes to his or its Restricted Securities and all legal fees and expenses of his or its counsel, if any; andsell;
(bii) If such Registration Statement is for a prospective underwritten offeringSecond, the holder agrees to sell his or its Restricted Securities, if the Company so requests, on the same basis as the other Restricted Securities being sold under such Registration Statement, including executing a customary underwriting agreement and providing customary representations and warranties thereunder. The Company may withdraw any Registration Statement before it becomes effective or postpone the offering of Restricted Securities contemplated by such Registration Statement without any obligation to the holder of any Restricted Securities. If such Registration Statement involves an underwritten offering by the Company and the managing underwriter advises the Company in writing that, in its opinion, the number of all shares of Common Stock proposed for which registration was requested pursuant to be included in such Registration Statement exceeds the number which can be sold in such offering without materially and adversely affecting the successful marketing thereof, rights to require the Company will include to register shares in such Registration Statement the absence of any other registration reduced, if necessary, to the extent of the maximum number of shares consistent with the limitation required by this Section 8.1; and ;
(iii) Third, shares of Common Stock for which the Company is so advised can be sold in such offering without such material adverse effect (i) first, the shares of Common Stock proposed by registration was requested pursuant to rights to require the Company to be sold for its own account; (ii) second, register shares incidental to the shares registration of Common Stock proposed to be registered by other shareholders of the Company pursuant to a written demand registration right; and (iii) third, other shares of Common Stock requested to be included in such Registration Statement reduced pro rata among all Shareholders and other Persons with piggyback registration rights both requesting and entitled according to such registration on the basis of the number of share for which registration was requested by each person so requesting registration, or in such securities requested to be included by other proportions as such ShareholdersPersons may agree.
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