Piggyback Registration Statement. If, at any time, the Company proposes to file any registration statement on Form S-1 or such other appropriate form in accordance with the Securities Act of 1933, as amended (the "Securities Act") for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act or initial public offerings) it will give written notice by facsimile or mail, at least five (5) days prior to the filing of each registration statement, to the Investor of its intention to do so. If the Investor notifies the Company within five (5) days after receipt of any such notice of its desire to include any such securities in such proposed registration statement, the Company shall afford the Investor the opportunity to have any Registrable Securities registered under such registration statement.
Piggyback Registration Statement. See Section 2.2(a) hereof. -------------------------------- Prospectus: The prospectus included in any Registration Statement ---------- (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.
Piggyback Registration Statement. (a) If, at any time prior to Verticalnet’s filing of the Resale Registration Statement with the SEC, Verticalnet files a Registration Statement for its own account or for the account of others (excluding Special Registration Statements), it shall notify all of the Stockholders in writing (the “Verticalnet Notice”). Each Stockholder shall have the right (the “Piggyback Right”), subject to the limitations set forth in Section 3(b), to include in any such Registration Statement all or any portion of the Merger Shares then held by such Stockholder. In order to exercise the Piggyback Right, a Stockholder shall give written notice to Verticalnet (the “Piggyback Notice”) no later than 15 days following the date on which Verticalnet gives the Verticalnet Notice. The Piggyback Notice shall set forth the number of Merger Shares that such Stockholder desires to include in the Registration Statement.
(b) If the Registration Statement under which Verticalnet gives notice under this Section 3 is for an underwritten offering, Verticalnet shall so advise the Stockholders in the Verticalnet Notice. In such event, the right of any such Stockholder to be included in a registration pursuant to this Section 3 shall be conditioned upon such Stockholder’s participation in such underwritten offering and the inclusion of such Stockholder’s Merger Shares in the underwritten offering to the extent provided herein. All Stockholders proposing to distribute their Merger Shares by means of such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Verticalnet. Notwithstanding any other provision of the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated in the following order of priority: (i) first, to Verticalnet, all securities Verticalnet proposes to register, whether for its own account or for the account of any of its securityholders who have exercised demand registration rights; (ii) second, to the securities of any other securityholders of Verticalnet with rights superior to those of the Stockholders; (iii) third, to the Stockholders on a pro rata basis based on the total number of Merger Shares requested to be included in such registration by the Stockholders; and (iv) fourth, to other securities requested to be...
Piggyback Registration Statement. The Company hereby grants to Holder the right to include any common shares issued or issuable hereunder in any registration statement filed by the Company with the Securities and Exchange Commission allowing the inclusion of such shares subject to customary cutback provisions and giving priority to the Company and other holders of the Company securities who have priority rights.
Piggyback Registration Statement. If, at any time, the Company proposes to file with the Securities and Exchange Commission (the “SEC”) any registration statement on Form S-3 or such other appropriate form in accordance with the Securities Act of 1933, as amended (the “Securities Act”) for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act or initial public offerings) it will give written notice by facsimile or mail, at least five (5) days prior to the filing of each registration statement, to the Purchasers of its intention to do so. If the Purchaser notifies the Company within five (5) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Purchasers the opportunity to have any Registrable Securities registered under such registration statement.
Piggyback Registration Statement. Upon the written request of each Holder receiving such notice given within twenty days following the date of such notice (which request shall state the number of Registrable Securities to be registered and the intended method of distribution of such Registrable Securities), the Company shall cause to be included in such registration statement and use its reasonable best efforts to be registered under the Securities Act all the Registrable Securities that each such Holder shall have requested to be registered; provided, however, that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 3.1 without obligation or liability to any Holder, subject to Section 3.1(b) hereof.
Piggyback Registration Statement. 2 Prospectus............................................................... 2
Piggyback Registration Statement. See Section 2.2(a) hereof.
Piggyback Registration Statement. Piggyback Registration -------------------------------- Statement" shall have the meaning set forth in Section 3. ---------
Piggyback Registration Statement. If, at any time before the automatic registration above, the Company proposes to file any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act or initial public offerings) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each registration statement, to the Holders of this Warrant of its intention to do so. If the Holder notifies the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Holders the opportunity to have any such Warrant Shares registered under such registration statement.
