Piggyback Registrations. (a) If at any time the Company proposes or agrees to register any of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder of Registrable Securities (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement the Registrable Securities specified in such Piggyback Notice. The Company shall have the right to designate the managing underwriter(s) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld. (b) If, at any time prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1.
Appears in 3 contracts
Samples: Registration Rights Agreement (U S Technologies Inc), Registration Rights Agreement (Usv Partners LLC), Registration Rights Agreement (U S Technologies Inc)
Piggyback Registrations. (a) If at any time the Company proposes or agrees to register for sale by the Company under the Securities Act any of its equity securities (other than securities registered a registration on Form S-4 or Form S-8 S-8, or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"or similar forms), then or any shares of Common Stock held by GSCP pursuant to Section 3.1(b), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act and in an underwritten offering, the Company will each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, time promptly give written notice thereof to each Holder of all Stockholders who beneficially own any Registrable Securities (which shall include a list of its intention to do so, of the jurisdictions in which registration form of the SEC that has been selected by the Company intends to attempt to qualify and of such securitiesholders' rights under this Section 3.1 (the "Piggyback Notice"). IfThe Company will use its reasonable best efforts to include, and to cause the underwriter or underwriters to include, in the proposed offering, on the same terms and conditions as the securities of the Company included in such offering, all Registrable Securities that the Company has been requested in writing, within 30 Days fifteen (15) calendar days after the Piggyback Notice is given, to register by the Stockholders thereof (each such registration pursuant to this Section 3.1(a), a "Piggyback Registration"); provided, however, that (i) if, at any time after giving a Piggyback Notice and prior to the effective date of the receipt by the Holders of any registration statement filed in connection with such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereofregistration, the Company shall include in such registration statement the Registrable Securities specified in such Piggyback Notice. The Company shall have the right to designate the managing underwriter(s) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines determine for any reason either not to register any such equity securities or to delay registration (or, in the case of such securitiesa Demand Registration (as defined below), GSCP so determines), the Company may, at its electionelection (or, in the case of a Demand Registration where GSCP so determines, the Company shall), give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder all Stockholders who beneficially own any Registrable Securities and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration. No , and (ii) in case of a determination by the Company to delay registration effected under this Section 2.2 of its equity securities (or, in the case of a Demand Registration, GSCP so determines), the Company shall be permitted to (or, in the case of a Demand Registration where GSCP so determines, the Company shall) delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities (provided that clauses (i) and (ii) shall not relieve the Company of its obligations under Section 3.1(b)). In the case of any registration of Registrable Securities in an underwritten offering pursuant to this Section 3.1(a), all Stockholders proposing to distribute their securities pursuant to this Section 3.1(a) shall, at the request of the Company (or, in the case of a Demand Registration, GSCP), enter into an agreement in customary form with the underwriter or underwriters selected by the Company (or, in the case of a Demand Registration, selected by GSCP). Notwithstanding the foregoing, following an IPO, the Company shall not be obligated to effect any registration upon request of Registrable Securities for which Piggyback Registration is requested by a Management Investor if, at the time of such request, all such Registrable Securities are eligible for sale to the public by the requesting Management Investor without registration under Section 2.1Rule 144 under the Securities Act, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1with such sale not being limited by the volume restrictions thereunder.
Appears in 2 contracts
Samples: Stockholders' Agreement (JCS Realty Corp), Stockholders' Agreement (JCS Realty Corp)
Piggyback Registrations. (a) If The Company shall notify all Holders in writing at least thirty (30) days prior to the filing of any time registration statement under the Securities Act for purposes of a public offering of securities of the Company proposes or agrees (including, but not limited to, registration statements relating to register any secondary offerings of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms theretoof the Company, but excluding registration statements relating to employee benefit plans and corporate reorganizations) for the account of any Shareholder (each a "Registering Shareholder"), then in and will afford each such case the Company shall, not later than five Days after deciding or agreeing Holder an opportunity to register such shares, give written notice thereof to each Holder of Registrable Securities (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities specified held by it shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Piggyback NoticeHolder. The Company 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 designate include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the managing underwriter(s) Company with respect to offerings of any such offeringits securities, subject all upon the terms and conditions set forth herein. Notwithstanding anything to the consent contrary, the foregoing shall not apply to any registrations occurring on or after the fifth anniversary of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheldInitial Closing Date.
(b) IfIf the registration statement under which the Company gives notice under this Section 2.3 is for an underwritten offering, at the Company shall so advise the Holders. In such event, the right of any time prior such Holder to be included in a registration pursuant to this Section 2.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the filing extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. 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, first, to the Company; second, to the holders of registrable securities of the Company who are parties to the Amended and Restated Investors' Rights Agreement, dated August 24, 1994, on a pro rata basis based on the total number of registrable securities held by the parties thereto; and third, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders. No such reduction shall reduce the securities being offered by the Company for its own account to be included in the registration statement and underwriting, except that in no event shall the amount of securities of the selling Holders included in the registration be reduced below twenty percent (20%) of the total amount of securities included in such registration.
(c) The Company shall bear all fees and expenses incurred in connection with a any registration described in under this Section 2.2(a) above2.3 (excluding underwriters' discounts and commissions, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal which shall be paid by the Registering Shareholders or determination by the Company selling Holders pro rata with respect to each Requesting Piggyback Holder andtheir included shares), thereuponincluding without limitation all registration, in the case filing, qualification, printers' and accounting fees, fees and disbursements of a withdrawal by the Registering Shareholders or a determination not counsel to register by the Company, and the reasonable fees and disbursements of a single counsel to the selling Holders (which counsel shall also be relieved of its obligation counsel to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve the Company unless counsel to the Company has a conflict of its obligations interest with respect to effect the representation of any registration upon request under Section 2.1, nor shall any registration hereunder be deemed selling Holder or the underwriters object to have been effected pursuant to Section 2.1the selling Holders representation by Company counsel).
Appears in 2 contracts
Samples: Warrant Agreement (Vanguard Airlines Inc \De\), Registration Rights Agreement (Vanguard Airlines Inc \De\)
Piggyback Registrations. (a) If at any time after 180 days from the date ----------------------- of this Agreement the Company proposes to file a registration statement covering proposed sales by it or agrees to register any of its securities shareholders of shares of its capital stock in a manner which would permit registration of shares of common stock for sale to the public (other than securities registered a registration statement (i) covering only shares issuable upon (a) the exercise of employee stock options or pursuant to an employee stock purchase, dividend reinvestment or similar plan, or (b) the exercise of a convertible security, or (ii) under a Registration Statement filed on Form S-4 or Form S-8 or any successor forms theretosimilar form under the Act or (iii) for pursuant to Section 2, below), the account Company will give prompt notice to Holder of such proposed registration (which notice shall describe the proposed filing date and the date by which the registration rights granted pursuant to this Section 1 must be exercised, the nature and method of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding sale or agreeing to register such shares, give written notice thereof to each Holder disposition of Registrable Securities (which securities and shall include a list listing of the jurisdictions jurisdictions, if any, in which the Company intends proposes to attempt to register or qualify the securities under the applicable state securities or "Blue Sky" laws of such securitiesjurisdictions). If, At the request of Holder given within 30 Days of thirty (30) calendar days after the receipt of such notice by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers which request shall specify the number of shares Holder requests to the Company a Piggyback Notice, subject to Section 2.4 hereofbe included in such registration), the Company shall include will use its best efforts to cause all shares as to which registration has been requested by Holder to be included in such registration statement for sale or disposition in accordance with the Registrable Securities specified method described in such Piggyback Notice. The Company shall have the right initial notice given to designate the managing underwriter(s) of any such offering, Holder and subject to the consent same terms and conditions as the other shares of the Registering Shareholders capital stock being sold, and the Requesting Piggyback Holders, which consents thereafter shall not be unreasonably withheld.
(b) If, at any time prior to the filing of a cause such registration statement in connection with a registration described in Section 2.2(a) aboveto be filed and become effective; provided, the Registering Shareholders withdraw their request for registration or however, that the Company determines shall be permitted to (A) withdraw the registration statement for any reason either not to register any securities or to delay registration of such securities, in its sole and exclusive discretion and upon the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company decision to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of all of its obligation to register any Registrable Securities in connection with such registration. No registration effected obligations under this Section 2.2 1 with respect to that particular registration; or (B) exclude all or any portion of the shares sought to be registered by Holder from such registration statement if the offering of the shares is an underwritten offering and to the extent that, in the judgment of the managing underwriter of the offering, the inclusion of such shares would be materially detrimental to the offering of the remaining shares of capital stock, or such delay is necessary in light of market conditions. Any shares sought to be registered by Holder so excluded from a registration statement shall relieve be excluded pro rata based on the Company total number of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1shares of capital stock being sold by all selling security holders (other than the Company).
Appears in 2 contracts
Samples: Registration Rights Agreement (Ion Laser Technology Inc), Registration Rights Agreement (Ion Laser Technology Inc)
Piggyback Registrations. (a) If at any time the Company proposes or agrees is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other shareholder under the Securities Act (other than securities registered pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto), the Company shall give written notice (the “Piggyback Notice”) for of its intention to do so to each of the account Holders of record of Registrable Securities, at least five (5) Business Days prior to the filing of any Shareholder registration statement under the Securities Act. Notwithstanding the foregoing, the Company may delay any Piggyback Notice until after filing a registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. Upon the written request of any such Holder, made within five (each a "Registering Shareholder"5) days following the receipt of any such Piggyback Notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), then in each such case the Company shall, not later than five Days after deciding or agreeing subject to Sections 2.2(c), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such shares, give written notice thereof piggyback registrations which the Company is obligated to each Holder effect pursuant to the preceding sentence. No registration of Registrable Securities (which effected under this Section 2.2(a) shall include a list of the jurisdictions in which relieve the Company intends of its obligations to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to effect Demand Registrations under Section 2.4 2.1 hereof, the Company shall include in such registration statement the Registrable Securities specified in such Piggyback Notice. The Company shall have the right to designate the managing underwriter(s) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) IfThe Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement filed pursuant to Section 2.1, (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that, with respect to any underwritten offering, including an Underwritten Block Trade, such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holders or the Majority Participating Holders in such underwritten offering.
(c) Other than in connection with a Demand Registration or a Shelf Underwriting, at any time after giving a Piggyback Notice and prior to the filing effective date of a the registration statement filed in connection with a registration described in Section 2.2(a) abovesuch registration, the Registering Shareholders withdraw their request for registration or if the Company determines shall determine for any reason either not to register any securities or to delay registration of such equity securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, all Holders of record of Registrable Securities and (x) in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Companyregister, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration. No , without prejudice, however, to the rights of Holders under Section 2.1, and (y) in the case of a determination to delay such registration effected under of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(d) Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.2 shall relieve by giving written notice to the Company of its obligations request to effect withdraw; provided, however, that such request must be made in writing prior to the earlier of the execution by such Holder of the underwriting agreement or the execution by such Holder of the custody agreement with respect to such registration or as otherwise required by the underwriters.
(e) Notwithstanding Section 2.2(a), if the SPC Investors wish to engage in an Underwritten Block Trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, such SPC Investors only need to notify the Company of the Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Company shall notify the Significant Minority Investors on the same day and such Significant Minority Investors must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the day such offering is to commence), and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting (which may close as early as two (2) Business Days after the date it commences); provided, however, that the SPC Investors requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade. In the event a SPC Investor requests such an Underwritten Block Trade, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, any registration upon request under Section 2.1, nor other Holder who does not constitute a Significant Minority Investor shall have no right to notice of or to participate in such Underwritten Block Trade at any registration hereunder be deemed to have been effected pursuant to Section 2.1time.
Appears in 2 contracts
Samples: Registration Rights Agreement (International Money Express, Inc.), Merger Agreement (Fintech Acquisition Corp. II)
Piggyback Registrations. (a) If at any time during the Effective Period there is not an effective registration statement covering all the Registrable Securities and the Company proposes shall determine to file a registration statement under the Securities Act for purposes of effecting 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 (i) any employee benefit plan or agrees to register any of its securities (other than securities registered on Form S-4 ii) a corporate reorganization, merger or Form S-8 or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"acquisition), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder of Registrable Securities (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall notify all Holders in writing at least thirty (30) calendar days prior to such filing and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities specified then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) calendar days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such Piggyback Noticenotice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. The 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 its 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.
(b) If a registration statement under which the Company gives notice under this Section 1.3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include its Registrable Securities in a registration pursuant to this Section 1.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, (i) with respect to a registration statement initiated by the Company for its own account, first, to the Company, second, to the holders of securities who have obtained piggy-back registration rights prior to or at the date of this Agreement, if any, including the Registrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights (pro rata in accordance with the number of securities which each such Person has actually requested to be included in such registration, regardless of the number of securities with respect to which such Persons have the right to request such inclusion), and third, to holders of other securities of the Company, provided that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all shares that are not Registrable Securities and are held by any person who is an employee, officer or director of the Company or any subsidiary of the Company are first entirely excluded from the underwriting and registration; and (ii) with respect to a registration statement initiated by the Company for the account of third parties exercising demand registration rights, first, to such third parties, second, to the holders of securities who have obtained piggy-back registration rights prior to or at the date of this Agreement, if any, including the Registrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights (pro rata in accordance with the number of securities which each such Person has actually requested to be included in such registration, regardless of the number of securities with respect to which such Persons have the right to request such inclusion), and third, to holders of other securities of the Company, provided that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all shares that are not Registrable Securities and are held by any person who is an employee, officer or director of the Company or any subsidiary of the Company are first entirely excluded from the underwriting and registration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) Business Days prior to the Effective Date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.
(c) With respect to a Registration Statement initiated by the Company for its own account, the Company shall have the right to designate the managing underwriter(s) of any terminate or withdraw such offering, subject Registration anytime prior to the consent effectiveness of the Registering Shareholders and the Requesting Piggyback HoldersRegistration Statement, which consents shall whether or not be unreasonably withheldany Holder has elected to participate therein.
(bd) IfWith respect to a registration statement initiated by the Company for the account of third parties exercising demand registration rights, if the filing, initial effectiveness or continued use of the Registration Statement referred to in this Section 1.3 at any time prior would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, Company for reasons beyond the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securitiesCompany’s control, the Company may, at its election, give upon giving prompt written notice of such withdrawal by action to the Registering Shareholders Holders, delay the filing or determination by initial effectiveness of, or suspend use of, the Registration Statement, provided that such delay shall be subject to the restrictions pursuant to the registration rights agreement between the Company and such third parties. In the event the Company exercises its rights under the preceding sentence, the Holders agree to each Requesting Piggyback Holder andsuspend, thereuponimmediately upon their receipt of the notice referred to above, in their use of the case of a withdrawal by prospectus relating to the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities Registration in connection with such registrationany sale or offer to sell Registrable Securities. No registration effected The Company shall immediately notify the Holders upon the expiration of any period during which it exercised its rights under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.11.3(d).
Appears in 2 contracts
Samples: Registration Rights Agreement (China Seed Ventures, L.P.), Registration Rights Agreement (Searchmedia Holdings LTD)
Piggyback Registrations. (a) If at any time during the Effectiveness Period ------------------------ there is not an effective Registration Statement covering all of the Registrable Securities and the Company proposes shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or agrees to register the account of others under the Securities Act of any of its securities (equity securities, other than securities registered on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any successor forms thereto) for the account acquisition of any Shareholder (each a "Registering Shareholder")entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof shall send to each Holder a written notice of Registrable Securities such determination and, if within fifteen (which shall include a list 15) days after the date of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any such Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereofshall so request in writing, the Company shall include in such registration statement the all or any part of such Registrable Securities specified in such Piggyback Notice. The Company shall have the right Holder requests to designate the managing underwriter(s) of any such offeringbe registered, subject to the consent customary underwriter cutbacks applicable to all holders of the Registering Shareholders and the Requesting Piggyback Holders"piggyback" registration rights; provided, which consents shall not be unreasonably withheld.
however, -------- ------- that (bi) Ifif, at any time after giving written notice of its intention to register any securities and prior to the filing effective date of a the registration statement filed in connection with a registration described in Section 2.2(a) abovesuch registration, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of proceed with such securitiesregistration, the Company may, at its election, give given written notice of such withdrawal by determination to the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder Holders and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall will be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve , and (ii) in case of a determination by the Company to delay registration of its obligations securities, the Company will be permitted to effect any delay the registration upon request under of Registrable Securities for the same period as the delay in registering such other securities. Notwithstanding the foregoing, nothing in this paragraph (e) shall permit the Company to file a registration statement in contravention of the restrictions in Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1.6(b)
Appears in 2 contracts
Samples: Registration Rights Agreement (China World Trade Corp), Registration Rights Agreement (China World Trade Corp)
Piggyback Registrations. (a) If at any time Except in connection with an Initial Offering, the Company proposes or agrees shall notify all Holders in writing at least fifteen (15) days prior to register the filing of any registration statement under the Securities Act for purposes of its a public offering of securities (other than securities registered on Form S-4 non-convertible debt securities) of the Company (excluding registration statements relating to employee benefit plans or Form S-8 with respect to corporate reorganizations or any successor forms theretoshares sold in connection with an acquisition, including other transactions under Rule 145 of the Securities Act) for the account of any Shareholder (each a "Registering Shareholder"), then in and will afford each such case the Company shall, not later than five Days after deciding or agreeing Holder an opportunity to register such shares, give written notice thereof to each Holder of Registrable Securities (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities specified held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the maximum number of Registrable Securities intended to be included in such Piggyback Noticeregistration and the intended method of disposition of the Registrable Securities by such Holder. The Company If a Holder decides not to request inclusion of all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to designate the managing underwriter(s) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register include any Registrable Securities in connection any subsequent such registration statement or registration statements as may be filed by the Company with such registrationrespect to offerings of its securities, all upon the terms and conditions set forth herein. No registration effected under Notwithstanding the foregoing, nothing in this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant convey upon any Holder the right to include in any registration statement filed in connection with an Initial Offering all or part of such Holder's Registrable Securities. Paragraph (a) of Section 2.1.2.2 of the Agreement is hereby deleted in its entirety and is replaced with the following:
Appears in 2 contracts
Samples: Investor Rights Agreement (Theglobe Com Inc), Investor Rights Agreement (Theglobe Com Inc)
Piggyback Registrations. (a) If at any time Whenever the Company proposes or agrees to register any of its securities Equity Securities under the Securities Act (other than securities registered a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or Form S-8 similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor forms rule thereto) or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of any Shareholder one or more shareholders of the Company (each other than the Holders of Registrable Securities) (a "Registering Shareholder"“Piggyback Registration”), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, shall give prompt written notice thereof to each Holder of Registrable Securities of its intention to effect such a registration (which shall include a list but in no event less than ten (10) Business Days prior to the proposed date of filing of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Noticeapplicable Registration Statement and, subject to Section 2.4 hereof7(b) and Section 7(c), the Company shall include in such registration statement the Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities specified requested to be sold in such offering by such Holder for the account of such Holder; provided, that the Company has received a written request for inclusion therein from such Holder no later than five (5) Business Days after the date on which the Company has given notice of the Piggyback NoticeRegistration to Holders. The Company may terminate or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Holders of Registrable Securities shall be notified by the Company of and shall have the right right, but not the obligation, to designate the managing underwriter(s) of participate in any offering pursuant to such offeringPiggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”), subject to the consent of the Registering Shareholders and the Requesting same limitations that are applicable to any other Piggyback Holders, which consents shall not be unreasonably withheldRegistration as set forth above.
(b) If, at any time prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1.
Appears in 2 contracts
Samples: Shareholder Agreement (Riot Blockchain, Inc.), Stock Purchase Agreement (Riot Blockchain, Inc.)
Piggyback Registrations. (a) If at any time If, after its initial public offering, the Company proposes determines to proceed with the preparation and filing with the SEC of a registration statement (the “Registration Statement”) relating to an offering for its own account or agrees to register the account of others under the Securities Act of any of its securities (shares of Common Stock, other than securities registered on a Form S-4 or Form S-8 or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"), its then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder of Registrable Securities (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereofequivalents, the Company shall include send the Purchasers written notice of such determination and, if within ten (10) days after receipt of such notice, the Purchasers shall so request in such writing, the Company will cause the registration statement under the Registrable Securities specified in such Piggyback Notice. The Company shall have the right to designate the managing underwriter(s) of any such offering, subject to the consent Act of the Registering Shareholders Warrants and the Requesting Piggyback HoldersWarrant Shares (collectively, which consents shall not be unreasonably withheld.
(b) Ifthe “Registrable Securities”), provided that if at any time after giving written notice of its intention to register any of its shares of Common Stock and prior to the filing effective date of a the registration statement filed in connection with a registration described in Section 2.2(a) abovesuch registration, the Registering Shareholders withdraw their request for registration or the Company determines shall determine for any reason either not to register any securities or to delay registration of such securitiesshares of Common Stock, the Company may, at its election, give written notice of such withdrawal by determination to the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder Purchasers and, thereupon, (i) in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Companyregister, shall be relieved of its obligation to register any the Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering the Registrable Securities for the same period as the delay in registering such other shares of Common Stock. No The Company shall include in such registration effected under statement all or any part of the Registrable Securities, provided, however, that the Company shall not be required to register any of the Warrants and the Warrant Shares that are eligible for sale pursuant to Rule 144 of the Securities Act. Notwithstanding any other provision in this Section 2.2 shall relieve 4, if the Company receives a comment from the SEC which effectively results in the Company having to reduce the number of Registrable Securities included on such Registration Statement, then the Company may, in its obligations sole discretion, reduce on a pro rata basis the number of Registrable Securities to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1included in such Registration Statement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Ondas Holdings Inc.), Securities Purchase Agreement (Full Spectrum Inc.)
Piggyback Registrations. (a) If at any time the The Company proposes or agrees to register any of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder shall notify all Holders of Registrable Securities in writing at least fifteen (which shall include 15) days prior to the filing of any registration statement under the Securities Act for purposes of a list public offering of securities of the jurisdictions in Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding (i) registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act; (ii) any registration statement filed pursuant to Section 3.1 (with respect to which the Company intends Holders rights to attempt to qualify participate in such securitiesregistered offering shall be governed by Section 3.1). If, within 30 Days of the receipt by the Holders of ; and (iii) any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers registration statement relating to the Company a Piggyback NoticeInitial Public Offering unless Registrable Securities of BLUM or its Affiliates are to be sold in an IPO) and, subject to Section 2.4 hereof3.13(a), the Company shall will use its best efforts to afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities specified held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. 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 its securities, all upon the terms and conditions set forth herein.
(b) If the registration statement under which the Company gives notice under this Section 3.2 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities as part of the written notice provided to the Holders pursuant to Section 3.2(a). In such event, the right of any such Holder to be included in a registration pursuant to this Section 3.2 shall be conditioned upon such Holder's participation in such Piggyback Noticeunderwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) in an offering subject to this Section 3.2 because the number of securities to be underwritten is likely to have an adverse effect on the price, timing or the distribution of securities to be offered, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated, first, to the Company and second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders. No such reduction shall (i) reduce the securities being offered by the Company for its own account to be included in the registration and underwriting, or (ii) reduce the amount of securities of the selling Holders included in the registration below twenty-five percent (25%) of the total amount of securities included in such registration, unless such offering does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence.
(c) The Company shall have the right to designate the managing underwriter(s) of terminate or withdraw any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time registration initiated by it under this Section 3.2 prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration effectiveness of such securities, the Company may, at its election, give written notice registration whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawal by the Registering Shareholders or determination withdrawn registration shall be borne by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection accordance with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.13.3 hereof.
Appears in 2 contracts
Samples: Securityholders' Agreement (Cb Richard Ellis Services Inc), Securityholders' Agreement (Cb Richard Ellis Services Inc)
Piggyback Registrations. (a) If at any time Whenever the Company proposes or agrees to register any of its securities Equity Securities under the Securities Act (other than securities registered a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or Form S-8 similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor forms rule thereto) or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of any Shareholder one or more stockholders of the Company (each other than the Holders of Registrable Securities) (a "Registering Shareholder"“Piggyback Registration”), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, shall give prompt written notice thereof to each Holder of Registrable Securities of its intention to effect such a registration (which shall include a list but in no event less than ten (10) business days prior to the proposed date of filing of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder"applicable Registration Statement) delivers to the Company a Piggyback Noticeand, subject to Section 2.4 hereofSections 5(b) and 5(c), the Company shall include in such registration statement the Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities specified requested to be sold in such offering by such Holder for the account of such Holder, provided that the Company has received a written request for inclusion therein from such Holder no later than five (5) business days after the date on which the Company has given notice of the Piggyback NoticeRegistration to the Holders. The Company may terminate or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Holders of Registrable Securities shall be notified by the Company of and shall have the right right, but not the obligation, to designate the managing underwriter(s) of participate in any offering pursuant to such offeringPiggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”), subject to the consent of the Registering Shareholders and the Requesting same limitations that are applicable to any other Piggyback Holders, which consents shall not be unreasonably withheldRegistration as set forth above.
(b) If, at any time prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1.
Appears in 2 contracts
Samples: Registration Rights Agreement (RLJ Entertainment, Inc.), Registration Rights Agreement (RLJ Entertainment, Inc.)
Piggyback Registrations. (a) If at any time 4.2.1 Whenever the Company proposes or agrees to register any of its Common Stock in connection with an underwritten public offering of such securities (solely for cash, other than securities registered a registration on Form S-4 or Form S-8 (or any successor forms thereto) form), and the registration form to be filed may be used for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding registration or agreeing to register such shares, give written notice thereof to each Holder qualification for distribution of Registrable Securities (which shall include a list of by the jurisdictions in which Company, the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such will give prompt written notice, any Holder (each a "Requesting Piggyback Holder") delivers notice to the Company Investor of its intention to effect such a Piggyback Noticeregistration (but in no event less than ten (10) Business Days prior to the anticipated filing date) and, subject to Section 2.4 hereof4.2.3, the Company shall will include in such registration statement all Registrable Securities with respect to which the Company has received written requests for inclusion therein from the Investor within ten (10) Business Days after the date of the Company’s notice (a “Piggyback Registration Statement”). The Investor may withdraw its Registrable Securities from such Piggyback Registration Statement by giving prompt written notice to the Company and the managing underwriter, if any, on or before the fifth (5th) Business Day prior to the planned effective date of such Piggyback Registration Statement. The Company may terminate or withdraw any registration under this Section 4.2.1 prior to the effectiveness of such registration, whether or not the Investor has elected to include Registrable Securities in such registration.
4.2.2 The right of the Investor to registration pursuant to this Section 4.2 will be conditioned upon the Investor’s participation in the underwriting and the inclusion of the Investor’s Registrable Securities in the underwriting, and the Company and the Investor will (together with any other Persons distributing their securities through such underwriting) enter into an underwriting agreement (including all reasonable and customary questionnaires, powers of attorney, indemnities, lock-up letters and other documents required under the terms of such underwriting agreement) in such reasonable and customary form as shall have been negotiated and agreed to by the Company with the underwriter or underwriters selected for such underwriting by the Company. If the Investor disapproves of the terms of the underwriting, the Investor may elect to withdraw therefrom by written notice to the Company and the managing underwriter.
4.2.3 If the managing underwriter in any underwritten offering pursuant to a Piggyback Registration Statement advises the Company that in its sole and reasonable opinion the number of securities requested to be included in such registration exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration only such number of securities that in the reasonable opinion of such underwriter can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the securities the Company proposes to sell and (ii) second, the Registrable Securities specified in such Piggyback Notice. The of the Investor and any other securities of the Company shall that have been requested by other holders of Common Stock having registration rights to be so included, on a pro rata basis, up to the right to designate maximum number of securities the managing underwriter(s) underwriter advises the Company may be sold without adversely affecting the marketability of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1.
Appears in 2 contracts
Samples: Investor's Rights Agreement (HeartWare International, Inc.), Investor's Rights Agreement (Thoratec Corp)
Piggyback Registrations. (a) If at any time the Company proposes or agrees to register any of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder of Registrable Securities (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement the Registrable Securities specified in such Piggyback Notice. The Company shall have the right to designate the managing underwriter(swill notify FHP in writing at least thirty (30) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time days prior to the filing of a any registration statement in connection with a registration described in Section 2.2(a) above, under the Registering Shareholders withdraw their request Act for registration or purposes of an underwritten public offering of securities of the Company determines for (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 Act) and will afford FHP an opportunity to include in such underwritten offering all or part of the FHP Shares. Should FHP desire to include in any reason either such offering all or any part of the FHP Shares, it will, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. If FHP decides not to register include all of the FHP Shares in any securities such offering, FHP will nevertheless continue to have the right to include FHP Shares in any subsequent registration statement or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination statements as may be filed by the Company with respect to each Requesting Piggyback Holder andunderwritten offerings of its securities. The right of FHP to be included in a registration pursuant to this Section 3.5 will be conditioned upon FHP's participation in such underwriting. If FHP intends to distribute FHP Shares through such underwriting, thereupon, FHP will enter into an underwriting agreement in customary form with the case of a withdrawal by the Registering Shareholders underwriter or a determination not to register underwriters selected for such underwriting by the Company. Notwithstanding any other provision of the Agreement, shall if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be relieved underwritten, the number of its obligation shares that may be included in the underwriting will be allocated first to register the Company; second to FHP and any Registrable Securities in connection with such registrationother stockholder of the Company (other than FHP) who is not also an employee or director of the Company, on a pro rata basis; and third, to any other stockholder of the Company that is also an employee or director of the Company on a pro rata basis. No registration effected under this Section 2.2 shall relieve such reduction will reduce the securities being offered by the Company of for its obligations own account to effect any be included in the registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1and underwriting.
Appears in 2 contracts
Samples: Standstill Agreement (Talbert Medical Management Holdings Corp), Standstill Agreement (Talbert Medical Management Holdings Corp)
Piggyback Registrations. (a) If If, at any time time, the Company proposes or agrees is required to register any of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar form(s) solely for registration of securities registered in connection with an employee benefit plan or dividend reinvestment plan or an acquisition, merger or consolidation or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-4 S-1, Form S-2 or Form S-8 S-3 (or any successor forms thereto) an equivalent general registration form then in effect), whether or not for its own account, the account Company shall give prompt written notice of its intention to do so to each of the Holders of record of Registrable Securities. Upon the written request of any Shareholder such Holder, made within 15 days following the receipt of any such written notice (each a "Registering Shareholder"which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), then in each such case the Company shall, not later than five Days after deciding or agreeing subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its commercially reasonable efforts to cause all such Registrable Securities, the holders of which have so requested the registration thereof, to be included in the registration statement with the securities which the Company at the time proposes to register such shares, give written notice thereof to each Holder permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered. No registration of Registrable Securities (which effected under this Section 2.2(a) shall include a list of the jurisdictions in which relieve the Company intends of its obligations to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to effect Demand Registrations under Section 2.4 2.1 hereof, the Company shall include in such registration statement the Registrable Securities specified in such Piggyback Notice. The Company shall have the right to designate the managing underwriter(s) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time after giving written notice of its intention to register any equity securities and prior to the filing effective date of a the registration statement filed in connection with a registration described in Section 2.2(a) abovesuch registration, the Registering Shareholders withdraw their request for registration or the Company determines shall determine for any reason either not to register any securities or to delay registration of such equity securities, the Company may, at its election, will give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, all Holders of record of Registrable Securities and (i) in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Companyregister, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration. No , without prejudice, however, to the rights of Holders under Section 2.1, and (ii) in the case of a determination to delay such registration effected under of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(c) Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.2 shall relieve by giving written notice to the Company of its obligations request to effect withdraw; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration upon request under Section 2.1, nor shall any registration hereunder be deemed as to have been effected pursuant to Section 2.1which such withdrawal was made.
Appears in 2 contracts
Samples: Registration Rights Agreement (First Solar, Inc.), Registration Rights Agreement (First Solar, Inc.)
Piggyback Registrations. (a) If at any time after the 16-month anniversary of the Closing, the Company proposes or agrees to register for sale by the Company under the Securities Act any of its equity securities (other than securities registered a registration on Form S-4 or Form S-8 S-8, or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"or similar forms), then or any shares pursuant to a Demand Registration under Section 2.2, in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, the Company will each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, time promptly give written notice thereof to each Holder of all Shareholders who beneficially own any Registrable Securities (which shall include a list of its intention to do so, of the jurisdictions in which registration form of the SEC that has been selected by the Company intends to attempt to qualify and of such securitiesholders’ rights under this Section 2 (the “Piggyback Notice”). IfThe Company will use its commercially reasonable efforts to include, and to cause the underwriter or underwriters to include, if underwriters are involved, in the proposed offering, on the same terms and conditions as the securities of the Company or other Shareholders included in such offering, all Registrable Securities that the Company has been requested in writing, within 30 Days fifteen (15) calendar days after the Piggyback Notice is given, to register by the holders thereof (each such registration pursuant to this Section 2.1, a “Piggyback Registration”); provided, however, that (i) if, at any time after giving a Piggyback Notice and prior to the effective date of the receipt by the Holders of any registration statement filed in connection with such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereofregistration, the Company shall include in such registration statement the Registrable Securities specified in such Piggyback Notice. The Company shall have the right to designate the managing underwriter(s) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines determine for any reason either not to register any such equity securities or to delay registration (or, in the case of such securitiesa Demand Registration, where Xxxxxxxxx so determines), the Company may, at its electionelection (or, in the case of a Demand Registration, where Xxxxxxxxx so determines, the Company shall), give written notice of such withdrawal by the Registering determination to all Shareholders or determination by the Company to each Requesting Piggyback Holder who beneficially own any Registrable Securities and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration. No , and (ii) in case of a determination by the Company to delay registration effected under this Section 2.2 of its equity securities (or, in the case of a Demand Registration, if Xxxxxxxxx so determines), the Company shall be permitted to (or, in the case of a Demand Registration where Xxxxxxxxx, so determines, the Company shall) delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities (provided that clauses (i) and (ii) shall not relieve the Company of its obligations to effect under Section 2.2). In the case of any registration upon request under of Registrable Securities in an underwritten offering pursuant to this Section 2.1, nor shall any registration hereunder be deemed all Shareholders proposing to have been effected distribute their securities pursuant to this Section 2.12.1 shall, at the request of the Company (or, in the case of a Demand Registration, at the request of Xxxxxxxxx), enter into an agreement in customary form with the underwriter or underwriters. Notwithstanding the foregoing, the Company shall not be obligated to effect registration of Registrable Securities for which Piggyback Registration is requested by a Shareholder if, at the time of such request, all such Registrable Securities are eligible for sale to the public by the requesting Shareholder without registration under Rule 144 under the Securities Act, with such sale not being limited by either the timing or volume restrictions thereunder.
Appears in 2 contracts
Samples: Merger Agreement (Workstream Inc), Merger Agreement (Workstream Inc)
Piggyback Registrations. (a) If at any Each time the Company proposes or agrees to register any of its equity securities (other than securities registered on Form S-4 or Form S-8 or any successor forms theretopursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shallor the account of any securityholder of the Company) and the form of registration statement to be used permits the registration of Registrable Securities, not later than five Days after deciding or agreeing to register such shares, the Company shall give prompt written notice thereof to each Holder of Registrable Securities (which notice shall be given not less than ten (10) Business Days prior to the anticipated filing date), which notice shall offer each such Holder the opportunity to include a list any or all of its or his Registrable Securities in such registration statement, subject to the jurisdictions limitations contained in which Section 2.2(b) hereof. Each Holder who desires to have its or his Registrable Securities included in such registration statement shall so advise the Company intends in writing (stating the number of shares desired to attempt be registered) within five (5) Business Days after the date of such notice from the Company. Any Holder shall have the right to qualify withdraw such securities). If, within 30 Days Holder’s request for inclusion of the receipt such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2(a) by the Holders of any such giving written notice, any Holder (each a "Requesting Piggyback Holder") delivers notice to the Company a Piggyback Notice, subject of such withdrawal. Subject to Section 2.4 hereof2.2(b) below, the Company shall include in such registration statement the all such Registrable Securities specified in such Piggyback Notice. The so requested to be included therein; provided, however, that the Company shall have the right to designate the managing underwriter(s) of may at any time withdraw or cease proceeding with any such offeringregistration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered. For the avoidance of doubt, subject any registration or offering pursuant to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents this Section 2.2 shall not be unreasonably withheldconsidered an Underwritten Shelf Takedown for purposes of Section 2.1 of this Agreement.
(b) With respect to any registration pursuant to Section 2.2(a), if the managing underwriter advises the Company that the inclusion of Registrable Securities requested to be included in the Registration Statement will materially and adversely affect the price or success of the offering (a “Material Adverse Effect”), the Company will be obligated to include in the Registration Statement (after all such shares for its own account), (i) first among the requesting Holders as nearly as possible on a pro rata basis based on the total amount of Registrable Securities held by such Holders requested to be included in such Registration Statement and (ii) second to the extent all Registrable Securities requested to be included in such Registration Statement by the requesting Holders have been included, to any securities requested to be included in such Registration Statement by all Persons other than the Holders who have requested (pursuant to other contractual registration rights) that their shares be included in such Registration Statement, allocated on such basis as the Company shall determine, but in no event more than the maximum number of Registrable Securities that the managing underwriter advises may be sold in the offering covered by the Registration Statement without a Material Adverse Effect. If, at as a result of the provisions of this Section 2.2(b), any time prior Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Registration Statement. No Person may participate in any Registration Statement pursuant to Section 2.2(a) unless such Person (i) agrees to sell such person’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all questionnaires, powers of attorney, customary indemnities (subject to the filing immediately following proviso), underwriting agreements and other documents, each in customary form, reasonably required under the terms of a registration statement such underwriting arrangements; provided, however, that no such Person shall be required to (A) make any representations or warranties in connection with a any such registration described other than representations and warranties as to (1) such Person’s ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims and encumbrances, (2) such Person’s power and authority to effect such transfer and (3) such matters pertaining to compliance with securities laws as may be reasonably requested or (B) undertake any indemnification obligations to the Company or the underwriters with respect thereto except as otherwise provided in Section 2.2(a2.7.
(c) above, The Company and the Registering Shareholders withdraw Holders hereby agree that the rights of holders under the Xxxxx RRA and their request for registration or the Company determines for any reason either not permitted assigns to register any securities or to delay registration shares of such securities, Common Stock under the Company may, at its election, give written notice Xxxxx RRA shall rank pari passu with the rights of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not Holders to register by the Company, shall be relieved shares of its obligation to register any Registrable Securities in connection with such registration. No registration effected Common Stock under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1Agreement.
Appears in 1 contract
Samples: Restructuring and Exchange Agreement (Yuma Energy, Inc.)
Piggyback Registrations. (a) If at any time the Company proposes determines to publicly sell in an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or agrees to register for sale any of its securities (other than securities registered on Form S-4 either for its own account or Form S-8 or any successor forms thereto) for the account of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any Shareholder employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (each a "Registering Shareholder"), then in each such case including by way of merger of the Company shallor any of its Subsidiaries with any other business) or acquisition of another business, not later than five Days after deciding or agreeing any registration relating solely to register such shares, give written notice thereof to each Holder of Registrable Securities (which shall include a list an exchange of the jurisdictions in which the Company intends to attempt to qualify such securitiesCompany’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include (i) as soon as reasonably practicable but in such registration statement the Registrable Securities specified in such Piggyback Notice. The Company shall have the right to designate the managing underwriter(sno event less than five (5) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with a registration described in Section 2.2(asuch Piggyback Registration (or less than two (2) above, days prior to the Registering Shareholders withdraw their request for registration or date of the Company determines for commencement of any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such withdrawal sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Registering Shareholders or determination Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to each Requesting an underwritten umarketed block trade). Such Piggyback Holder and, thereupon, in Requests shall specify the case number of a withdrawal Registrable Securities requested to be disposed of by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1Stockholder.
Appears in 1 contract
Samples: Purchase Agreement (Colfax CORP)
Piggyback Registrations. (a) If at any time Whenever the Company proposes or agrees to register any of its equity securities under the Securities Act (other than securities registered a registration statement on Form S-8 or on Form S-4 or Form S-8 any similar successor forms), whether for its own account or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding one or agreeing to register such shares, give written notice thereof to each Holder of Registrable Securities (which shall include a list more stockholders of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereofCompany, the Company shall each such time give prompt written notice at least 20 business days prior to the anticipated filing date of the registration statement relating to such registration to Purchaser, which notice shall set forth Purchaser’s rights under this Section 2.2 and shall offer Purchaser the opportunity to include in such registration statement the number of Registrable Securities specified in such Piggyback Notice. The Company shall have of the right same class or series as those proposed to designate the managing underwriter(s) of any such offeringbe registered as Purchaser may request, subject to the consent provisions of Sections 2.2(a), 2.2(b) and 2.2(c). Upon the request of Purchaser made within 15 business days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities, if any, intended to be registered by Purchaser), the Company shall 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 Purchaser to the extent necessary to permit the disposition of the Registering Shareholders Registrable Securities so to be registered; provided, that (i) if such registration involves an Underwritten Offering, Purchaser must sell all Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Requesting Piggyback HoldersCompany, which consents shall not be unreasonably withheld.
as applicable, and (bii) Ifif, at any time prior to the filing after giving notice of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not its intention to register any securities or pursuant to delay this Section 2.2(a) and prior to the effective date of the registration of statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, shall give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder Purchaser and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under a Demand Registration to the extent required by Section 2.1. There shall be no limitation on the number of Piggyback Registrations that the Company shall be required to effect under this Section 2.2.
(b) At any time prior to the effective date of the registration statement relating to such registration, nor shall any Purchaser may revoke such Piggyback Registration request by providing a notice to the Company revoking such request.
(c) If a Piggyback Registration is in respect of an Underwritten Offering and was initiated by the Company, and if the managing underwriters advise the Company that the inclusion of Registrable Securities requested to be included in the registration hereunder be deemed to have been effected statement pursuant to this Section 2.12.2 would cause an Adverse Effect, then the Company shall be required to include in such registration statement, to the extent of the amount of securities that the managing underwriters advise may be sold without causing such Adverse Effect, (A) first, the securities the Company proposes to sell; (B) second, the Registrable Securities requested to be included in such registration by Purchaser thereof; and (C) third, any other securities requested to be included in such registration; provided, that the Company shall not include any Registrable Securities of any executive officer or employee of the Company or any of its subsidiaries (other than the Stockholders) if such managing underwriters advise the Company and the requesting Stockholders that the participation of any such individual may have an Adverse Effect. If, as a result of the provisions of this Section 2.2(c), any Stockholder shall not be entitled to include all Registrable Securities in a registration that such Stockholder has requested to be so included, such Stockholder may withdraw such Stockholder’s request to include Registrable Securities in such registration statement.
(d) If a Piggyback Registration is in respect of an Underwritten Offering and was initiated by a security holder of the Company (other than a Stockholder), and if the managing underwriters advise the Company that the inclusion of Registrable Securities requested to be included in the registration statement would cause an Adverse Effect, the Company shall include in such registration statement, to the extent of the amount of securities that the managing underwriters advise may be sold without causing such Adverse Effect, (A) first, the Registrable Securities requested to be included in such registration by any Stockholder thereof, pro rata among the Stockholders on the basis of the number of Registrable Securities requested to be registered by each such Stockholder; and (B) second, any other securities requested to be included in such registration (including securities to be sold for the account of the Company); provided, that the Company shall not include any Registrable Securities of any executive officer or employee of the Company or any of its subsidiaries (other than Purchaser) if such managing underwriters advise the Company and Purchaser that the participation of any such individual may have an Adverse Effect. If, as a result of the provisions of this Section 2.2(d), Purchaser shall not be entitled to include all Registrable Securities in a registration that Purchaser has requested to be so included, Purchaser may withdraw its request to include Registrable Securities in such registration statement.
(e) Notwithstanding any of the foregoing, the provisions of Sections 2.2(c) and 2.2(d) shall not apply to a Piggyback Registration that is a Shelf Registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Cornerstone Therapeutics Inc)
Piggyback Registrations. (a) If at any time During the period beginning six (6) months following the Effective Date and ending twelve (12) months following the Effective Date (the "PIGGYBACK PERIOD"), and provided that the Holder(s) have not exercised an S-3 registration under Section 1.2 above or been offered and had the opportunity to participate in a registration with respect to all of its Registrable Securities pursuant to Section 1.4 below, the Company proposes or agrees will notify the Holder(s) in writing at least thirty (30) days prior to register filing its first registration statement under the Securities Act during the Piggyback Period for purposes of effecting a public offering of Yahoo! Common Stock (excluding any of its securities (other than securities registered registration statement on Form S-4 or Form S-8 or any successor forms theretoform) for and will afford the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding or agreeing Holder(s) an opportunity to register such shares, give written notice thereof to each Holder of Registrable Securities (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement all or any part of the Registrable Securities specified not previously sold by the Holder(s). If a Holder desires to include in any such registration statement all or any part of such Registrable Securities, such Holder will, within twenty (20) days after receipt of the foregoing notice from the Company, so notify the Company in writing. The Holder's notice will inform the Company of the number of shares the Holder wishes to include in such Piggyback Notice. The Company shall have the right to designate the managing underwriter(s) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheldregistration statement.
(b) IfIf a registration statement for which the Company gives notice under this Section 1.3 is for an underwritten offering, the Company will so advise the Holder(s). In such event, a Holder's right to include Registrable Securities in a registration pursuant to this Section 1.3 will be conditioned upon such Holder's participation in such underwriting and the inclusion of the Registrable Securities in the underwriting to the extent provided herein. In order to participate in the underwriting, a Holder must enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including any or all of the Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting will be allocated first, to the shares to be sold by the Company and any shares proposed to be sold thereunder by Shareholder on a pro rata basis based upon the number of shares proposed to be sold by the Company and Shareholder, respectively, and, second, to any shares proposed to be sold thereunder by any holders of registration rights granted by the Company (other than the Shareholder) on a pro rata basis based upon the number of shares of each such holder entitled to such registration. If a Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter(s), delivered at any time least ten (10) business days prior to the filing effective date of a the registration statement statement. Any shares excluded or withdrawn from such underwriting will be excluded and withdrawn from the registration.
(c) All expenses incurred in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.11.3, including (without limitation) all registration, filing, qualification, printer and accounting fees shall be borne by the Company. The Company shall not be required to pay any underwriters' or brokers' fees, discounts or commissions relating to the Registrable Securities, or the fees or expenses of separate counsel to the selling Holder(s), unless the Company's counsel is unable or unwilling to represent the selling Holder(s).
Appears in 1 contract
Piggyback Registrations. (a) If The Company shall notify all Holders in writing at least thirty (30) days prior to the filing of any time registration statement under the Securities Act for purposes of a public offering of securities of the Company proposes or agrees (including, but not limited to, registration statements relating to register any secondary offerings of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms theretoof the Company, but excluding registration statements relating to the Initial Offering, employee benefit plans and corporate reorganizations) for the account of any Shareholder (each a "Registering Shareholder"), then in and will afford each such case the Company shall, not later than five Days after deciding or agreeing Holder who would have been unable to register sell all of such shares, give written notice thereof to each Holder of Registrable Securities (which shall include a list on an unrestricted basis pursuant to Rule 144 promulgated under the Securities Act, during the four-week period immediately preceding the effective date of the jurisdictions in which the Company intends registration statement, an opportunity to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities specified held by it shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Piggyback NoticeHolder. The Company If 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 designate include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the managing underwriter(s) Company with respect to offerings of any such offeringits securities, subject all upon the terms and conditions set forth herein. Notwithstanding anything to the consent contrary, the foregoing shall not apply to any registrations occurring on or after the fifth anniversary of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheldInitial Offering.
(b) IfIf the registration statement under which the Company gives notice under this Section 2.3 is for an underwritten offering, at the Company shall so advise the Holders. In such event, the right of any time prior such Holder to be included in a registration pursuant to this Section 2.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the filing extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. 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, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall reduce the securities being offered by the Company for its own account to be included in the registration statement and underwriting, except that in no event shall the amount of securities of the selling Holders included in the registration be reduced below twenty percent (20%) of the total amount of securities included in such registration, unless such offering is the Initial Offering and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. In no event will shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. In no event will shares of any other selling stockholder be included in such registration which would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than fifty percent (50%) of the Registrable Securities proposed to be sold in the offering.
(c) The Company shall bear all fees and expenses incurred in connection with a any registration described in under this Section 2.2(a) above2.3 (excluding underwriters' discounts and commissions, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal which shall be paid by the Registering Shareholders or determination by the Company selling Holders pro rata with respect to each Requesting Piggyback Holder andtheir included shares), thereuponincluding without limitation all registration, in the case filing, qualification, printers' and accounting fees, fees and disbursements of a withdrawal by the Registering Shareholders or a determination not counsel to register by the Company, and the reasonable fees and disbursements of a single counsel to the selling Holders (which counsel shall also be relieved of its obligation counsel to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve the Company unless counsel to the Company has a conflict of its obligations interest with respect to effect the representation of any registration upon request under Section 2.1, nor shall any registration hereunder be deemed selling Holder or the underwriters object to have been effected pursuant to Section 2.1the selling Holders representation by Company counsel).
Appears in 1 contract
Samples: Convertible Debenture Purchase Agreement (Air South Airlines Inc)
Piggyback Registrations. (a) If Regent at any time the Company proposes or agrees to register any of its equity securities under the Securities Act (other than securities registered a registration on Form S-4 or Form S-8 or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"), then whether or not for sale for its own account, on a form and in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give at least 45 days' advance written notice to all Stockholders of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (which shall include a list including, without limitation, (x) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the jurisdictions in Managing Underwriter and whether such offering will be pursuant to a "best efforts" or "firm commitment" underwriting and (y) the price (net of any underwriting commissions, discounts and the like) at which the Company intends Registrable Securities are reasonably expected to attempt to qualify such securitiesbe sold). If, Upon the written request of any Stockholder delivered to Regent within 30 Days of 20 days after the receipt by the Holders of any such written notice, any Holder notice (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company which request shall include in such registration statement specify the Registrable Securities specified in intended to be disposed of by such Piggyback Notice. The Company shall have Stockholder and the right intended method of disposition thereof), Regent will use best efforts to designate effect the managing underwriter(s) registration under the Securities Act of any such offering, subject to the consent all of the Registering Shareholders and the Requesting Piggyback HoldersRegistrable Securities that Regent has been so requested to register; PROVIDED, which consents shall not be unreasonably withheld.HOWEVER, that:
(bi) If, at any time prior to the filing after giving such written notice of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not its intention to register any securities or and prior to delay the effective date of the registration of statement filed in connection with such registration, Regent shall determine for any reason not to register such securities, the Company Regent may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of Stockholder who made a withdrawal by the Registering Shareholders or a determination not to register by the Company, request as hereinabove provided and thereupon Regent shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Wallxx-Xxxxxx xx other Stockholders to request that such registration be effected as a registration under Section 2.
(ii) If such registration involves an underwritten offering, all Stockholders requesting to be included in Regent's registration must sell their Registrable Securities to the underwriters selected by Regent on the same terms and conditions as apply to Regent except that if the terms hereof and of the terms of the agreement with the underwriters conflict, then the terms hereof shall control. No registration effected under this Section 2.2 3 shall relieve the Company Regent of its obligations obligation to effect any registration upon request under Section 2.1, nor 2.
(b) Regent shall not be obligated to effect any registration hereunder be deemed of Registrable Securities under this Section 3 incidental to have been effected the registration of any of its securities solely in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans.
(c) If Regent registers any of its equity securities, it shall use a form that would permit Stockholders to exercise their rights set forth in this Section 3 unless (i) the failure to use another form would create a material disadvantage to Regent or (ii) the transaction contemplated by Regent is a transaction for which Form S-4, Xxxx X-0 xx any such successor form is specifically applicable.
(d) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 3 (including, without limitation, each registration canceled pursuant to Section 2.13(a)(i) above), shall be paid by Regent.
(e) If a registration pursuant to this Section 3 involves an underwritten offering and the Managing Underwriter advises Regent that, in its opinion, the number of securities proposed to be included in such registration, when added to the number of securities desired to be offered by Regent, is such as to materially and adversely affect the success of such offering, then Regent will include in such registration the number of Registrable Securities requested by the Stockholders to be included in such registration that, when added to the number of securities desired to be offered by Regent, in the opinion of such Managing Underwriter can be sold, such amount to be allocated among all such Stockholders pro rata on the basis of the respective number of Registrable Securities each such Stockholder has requested to be included in such registration; provided, however, that no other securities (other than securities being sold by Regent and Registrable Securities) shall be included in such offering unless and until all Registrable Securities have been included.
(f) In connection with any underwritten offering with respect to which Stockholders shall have requested registration pursuant to this Section 3, Regent shall have the right to select the Managing Underwriter with respect to the offering.
Appears in 1 contract
Samples: Registration Rights Agreement (Regent Communications Inc)
Piggyback Registrations. (a) If Parent shall notify Seller at least thirty (30) days prior to filing any time registration statement under the Company proposes Securities Act for purposes of effecting a public offering of securities of Parent (including, but not limited to, a registration statement relating to a secondary offering of securities of Parent, but excluding registration statements relating to any employee benefit plan or agrees a corporate reorganization or a merger, acquisition or similar transaction) and will afford Seller an opportunity to register any of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder of Registrable Securities (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement all or any part of the Registrable Securities specified Shares (up to a maximum percentage of the offering equal to the percentage of total outstanding Parent Common Stock held by Seller at that time). If Seller desires to include in any such registration statement all or any part of the Shares, Seller shall, within twenty (20) days after receipt of the above-described notice from Parent, notify Parent in writing, and in such Piggyback Noticenotice shall inform Parent of the number of Shares Seller wishes to include in such registration statement; provided that the proceeds of any Shares sold as part of such registration statement prior to the date of termination of the Pledge Agreement shall be paid into the Indemnity Escrow Account. The Company If Seller decides not to include all of its Shares in any registration statement thereafter filed by Parent, Seller shall nevertheless continue to have the right to designate the managing underwriter(s) of include any such offering, subject to the consent of the Registering Shareholders Shares in any subsequent registration statement or registration statements as may be filed by Parent with respect to offerings of its securities, all upon the terms and the Requesting Piggyback Holders, which consents shall not be unreasonably withheldconditions set forth herein.
(b) IfIf a registration statement for which Parent gives notice under this Section 6.3 is for an underwritten offering, then Parent shall so advise Seller. In such event, the right of Seller to include the Shares in a registration pursuant to this Section 6.3 shall be conditioned upon Seller’s participation in such underwriting and the inclusion of Seller’s Shares in the underwriting to the extent provided herein. If Seller proposes to distribute its Shares through such underwriting, it shall enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including the Shares) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to Parent, and second, to Seller and to each other participating stockholder of Parent on a pro rata basis. If Seller disapproves of the terms of any such underwriting, Seller may elect to withdraw therefrom by written notice to Parent and the underwriter, delivered at any time least ten (10) Business Days prior to the filing effective date of a the registration statement statement. Any Shares excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.
(c) All selling expenses (other than underwriting discounts, selling commissions and stock transfer taxes and all legal fees and expenses of legal counsel of Seller and any other participating stockholder) incurred in connection with a registration described in pursuant to this Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, 6.3 shall be relieved borne by Parent. If Seller participates in a registration pursuant to this Section 6.3, Seller shall bear its proportionate share (based on the total number of its obligation to register any Registrable Securities shares sold in such registration other than for the account of Parent) of all underwriting discounts, selling commissions and stock transfer taxes incurred in connection with such registration. No a registration effected under pursuant to this Section 2.2 6.3. Seller shall relieve furnish Parent, in writing, all information that Parent may request or as may be required by the Company SEC or applicable law concerning the plan and method of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1distribution by Seller.
Appears in 1 contract
Piggyback Registrations. (a) If at any time the Company proposes or agrees to register any of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder of Registrable Securities (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement the Registrable Securities specified in such Piggyback Notice. The Company shall have the right to designate the managing underwriter(snotify (a "PIGGYBACK NOTICE") of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
all Founders in writing at least twenty (b20) If, at any time days prior to the filing of any Registration statement under the Securities Act for purposes of a public offering of the Common Stock of the Company, including, but not limited to, registration statements relating to secondary offerings of the Common Stock of the Company, but excluding registration statements (collectively, "Special Registration Statements") relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act and will afford each such Founder an opportunity to include in such Registration statement such Founder's pro rata part (the "PERMITTED PART") of ten per cent (10 %) of the number of shares of Common Stock being so Registered by the Company. Each Founder desiring to include in connection with a registration described in Section 2.2(aany such Registration statement all or any part of the Permitted Part of the Founders' Shares held by such Founder shall, within fifteen (15) abovedays after the date of the Piggyback Notice, so notify (the Registering Shareholders withdraw their request for registration or "PIGGYBACK RESPONSE NOTICE") the Company determines for any reason either in writing. Such Piggyback Response Notice shall state the intended method of disposition of the Founders' Shares. If a Founder decides not to register include all of its Permitted Part of the Founders' Shares in any securities such Registration statement, such or Founder shall nevertheless continue to delay registration have the right to include the Permitted Part of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders Founder's Founders' Shares in any subsequent Registration statement or determination Registration statements as may be filed by the Company with respect to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved offerings of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve Common Stock, all upon the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1terms and conditions set forth herein.
Appears in 1 contract
Piggyback Registrations. (a) In addition to the agreements relating to the Shelf Registration Statement the Company agrees as follows:
(i) If at any time the Company proposes or agrees to register any file an additional registration statement under the Act with respect to an offering of its securities Common Stock (other than securities registered x) for the Company's own account (except pursuant to registrations on Form S-4 or any successor form, or Form S-8 or any successor forms theretoform relating solely to securities issued pursuant to any benefit plan) or (y) for the account of any Shareholder holders of Common Stock other than the Noteholders, then (A) the Company shall give written notice of such proposed filing to the Noteholders as soon as practicable (but in no event less than 30 days before the anticipated filing date), (B) such notice shall offer each Noteholder, subject to the terms and conditions hereof, the opportunity to request that such actions be taken under Rule 429 under the Act ("Rule 429") as shall cause the prospectus contained in such additional registration statement (a "Registering ShareholderNoteholder Piggyback Registration Statement") to be available to permit the offer and sale, at such Noteholder's election, of some or all of the Transfer Restricted Securities owned by such Noteholder on the same terms and conditions as the Company's or such other holder's Common Stock (a Noteholder Piggyback Sale"), then in each such case and (C) the Company shall, not later than five Days after deciding or agreeing shall otherwise take such reasonable actions as will enable such Noteholder to register effect a Noteholder Piggyback Sale on such shares, give written notice thereof to each Holder of Registrable Securities terms and conditions.
(which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder"ii) delivers to the Company a Piggyback Notice, subject Subject to Section 2.4 hereof6(b), the Company shall include take such actions as shall be required under Rule 429 to cause the combined prospectus contained in such registration statement Noteholder Piggyback Registration Statement to permit the Registrable offer and sale of all Transfer Restricted Securities specified in requested by such Piggyback Notice. The Company shall have Noteholder within 20 days after the right to designate the managing underwriter(s) receipt of any notice given by the Company pursuant to Section 6(a)(i), clause (A), to be covered by such offeringcombined prospectus; provided, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holdershowever, which consents shall not be unreasonably withheld.
(b) Ifthat if, at any time prior to the filing after giving written notice of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not its intention to register any securities and prior to the effective date of such Noteholder Piggyback Registration Statement, 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 withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder Noteholder and, thereupon, (i) in the case of a withdrawal by the Registering Shareholders or a determination not to register register, will be relieved of any obligation to cause any Transfer Restricted Securities to be covered by such combined prospectus, without prejudice, however, to the Companyrights of any Noteholder to have its Transfer Restricted Securities continue to be included in the Shelf Registration Statement and (ii) in the case of a determination to delay registering, shall be relieved of its obligation permitted to register delay causing any Registrable Transfer Restricted Securities to be covered by the combined prospectus for the same period as the delay in registering such other securities.
(iii) If the offering pursuant to such Noteholder Piggyback Registration Statement is to be underwritten, then each Noteholder making a request for a Noteholder Piggyback Sale pursuant to this Section 6(a) must participate in such underwritten offering and shall not be permitted to make any other offering in connection with such registration. No registration effected under If the offering pursuant to such Noteholder Piggyback Registration Statement is to be on any other terms, then each Noteholder making a request for a Noteholder Piggyback Sale pursuant to this Section 2.2 6(a) must participate in such offering on such basis and shall relieve not be permitted to make an underwritten offering in connection with such registration. Each Noteholder shall be permitted to withdraw all or part of such Noteholder's Transfer Restricted Securities from coverage by a Noteholder Piggyback Registration Statement at any time prior to (but only prior to) the effective date thereof without prejudice to the rights of such Noteholder to have its Transfer Restricted Securities continue to be included in the Shelf Registration Statement.
(b) Notwithstanding anything contained herein, if the managing underwriter or underwriters of a sale or offering described in Section 6(a) pursuant to which a Noteholder has requested a Noteholder Piggyback Sale shall advise the Company in writing that (x) the size of its obligations the offering that the Noteholders, the Company and any other holders intend to make or (y) the kind of securities that one or more Noteholders, the Company and such other holders intend to include in such offering are such that the success of the offering would be materially and adversely affected, then (A) if the size of the offering is the basis of such underwriter's advice, the amount of Transfer Restricted Securities to be offered for the account of any Noteholder shall be reduced 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, however, that, if securities are being offered for the account of Persons other than the Company or such Noteholder, the proportion by which the amount of such Transfer Restricted Securities intended to be offered for the account of any Noteholder is reduced shall not exceed the proportion by which the amount of such securities intended to be offered for the account of such Persons is reduced; and (B) if the combination of securities to be offered is the basis of such underwriter's advice (1) the Transfer Restricted Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provision in clause (A)) or (2) if the actions described in sub-clause (1) of this clause (B) would, in the judgment of the managing underwriter, be insufficient to eliminate the adverse effect any registration upon request under that inclusion of the Transfer Restricted Securities requested to be included would have on such offering, such Transfer Restricted Securities will be excluded from such offering, but only if all shares of Common Stock are also excluded. Any reduction in Transfer Restricted Securities to be included in an underwritten offering as contemplated by this Section 2.1, nor 6(b) shall any registration hereunder be deemed without prejudice to the Noteholders' rights to have been effected pursuant their Transfer Restricted Securities continue to Section 2.1be included in the Shelf Registration Agreement.
Appears in 1 contract
Samples: Common Stock Registration Rights Agreement (Chesapeake Energy Corp)
Piggyback Registrations. (a) If at any time After the date hereof, if the Company proposes to file a registration statement under the Act with respect to an offering of Common Stock for its own account or agrees to register any for the account of its securities another Person (other than securities registered a registration statement on Form S-4 or Form S-8 (or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder")substitute form or rule, then in each such case the Company shallrespectively, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder of Registrable Securities (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt that may be adopted by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereofSEC)), the Company shall include give written notice of such proposed filing to the Holders at the address set forth in the share register of the Company as soon as reasonably practicable (but in no event less than 15 days before the anticipated filing date), undertaking to provide each Holder the opportunity to register on the same terms and conditions such registration statement the number of shares of Registrable Securities specified in as such Holder may request (a "Piggyback NoticeRegistration"). The Company shall Each Holder will have the right to designate the managing underwriter(s) seven business days after receipt of any such offering, subject notice to notify the consent of the Registering Shareholders and the Requesting Company as to whether it wishes to participate in a Piggyback Holders, Registration (which consents notice shall not be unreasonably withheld.
(b) If, at any time prior deemed to be a requested registration under Section 2); provided that should a Holder fail to provide timely notice to the filing of a registration statement Company, such Holder will forfeit any rights to participate in connection the Piggyback Registration with a registration described in Section 2.2(a) above, respect to such proposed offering. If the Registering Shareholders withdraw their request for registration Company or the Company determines Person for any reason either whose account such offering is being made shall determine in its sole discretion not to register any securities or to delay registration of such securitiesthe proposed offering, the Company may, at its election, give provide written notice of such withdrawal by determination to the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, Holders and (i) in the case of a withdrawal by the Registering Shareholders or a determination not to register by effect the Companyproposed offering, shall thereupon be relieved of its the obligation to register any such Registrable Securities in connection therewith, and (ii) in the case of a determination to delay a proposed offering, shall thereupon be permitted to delay registering such Registrable Securities for the same period as the delay in respect of the proposed offering. As between the Company or any other Person for whose account any such offering is being made, on one hand, and the Selling Holders, on the other hand, the Company or such other Person, as the case may be, shall be entitled to select the Underwriters in connection with any Piggyback Registration.
(b) If the Registrable Securities requested to be included in the Piggyback Registration by any Holder differ from the type of securities proposed to be registered by the Company and the managing Underwriter advises the Company that due to such differences the inclusion of such Registrable Securities would materially and adversely affect the price of the offering (a "Material Adverse Effect"), then (i) the number of such Holders' Registrable Securities to be included in the Piggyback Registration shall be reduced to an amount which, in the opinion of the managing Underwriter, would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the opinion of the managing Underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Securities from such Piggyback Registration, provided that no other securities of such type are included and offered for the account of any other Person in such Piggyback Registration. Any partial reduction in number of Registrable Securities of any Holder to be included in the Piggyback Registration pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Holder's requested shares bears to the total number of shares requested to be included in such Piggyback Registration by all Persons other than the Company who have the contractual right to request that their shares be included in such registration statement and who have requested that their shares be included. If the Registrable Securities requested to be included in the registration statement are of the same type as the securities being registered by the Company (whether such registration is initiated by the Company or another security holder) and the managing Underwriter advises the Company that the inclusion of such Registrable Securities would cause a Material Adverse Effect, the Company will be obligated to include in such registration statement, as to each Holder and any other Person or Persons having a contractual right to request their shares be included in such registration only a portion of the shares such Holder and such other Person or Persons have requested be registered equal to the ratio which each such Holder's and such other Person's requested shares bears to the total number of shares requested to be included in such registration statement by all Holders and such other Person or Persons (other than the Person or Persons initiating such registration request) having a contractual right to request that their shares be included in such registration statement and who have requested their shares be included. If the Company initiated the registration, then the Company may include all of its securities in such registration statement before any such Holder's requested shares are included. No If another security holder initiated the registration, then such initiating security holder may include all of its securities in such registration effected statement before any such Holder's requested shares are included and the Company may not include any of its securities in such registration statement unless all Registrable Securities requested to be included in the registration statement by all Holders are included in such registration statement. If as a result of the provisions of this Section 3(b) any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder's request to include Registrable Securities in such registration statement prior to its effectiveness. Notwithstanding the foregoing, the Holders acknowledge that their rights under this Section 2.2 shall relieve 3 are subordinate to the Company rights of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected Intel pursuant to Section 2.1.7(b)(iii) of the Intel Agreement. "
3. Section 6 of the Registration Rights Agreement shall be amended to include the following subparagraph (h):
Appears in 1 contract
Piggyback Registrations. (a) If at any time the The Company proposes or agrees to register any of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder shall promptly notify all Holders of Registrable Securities in writing at least thirty (which shall include 30) calendar days prior to any registration statement under the Securities Act becoming effective for purposes of effecting a list public offering of securities of the jurisdictions in which the Company intends (including, but not limited to, registration statements relating to attempt to qualify such securities). If, within 30 Days secondary offerings of securities of the receipt by the Holders of Company, but excluding registration statements on Forms S-4 and S-8 and any similar successor forms and will afford each such written notice, any Holder (each a "Requesting Piggyback Holder") delivers an opportunity to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement all or any part of the Registrable Securities specified then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) calendar days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such Piggyback Noticenotice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. The Company 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 designate include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the managing underwriter(s) Company with respect to offerings of any such offeringits securities, subject to all upon the consent of the Registering Shareholders terms and the Requesting Piggyback Holders, which consents shall not be unreasonably withheldconditions set forth herein.
(b) If, at any time prior to the filing of If a registration statement under which the Company gives notice under this Section 2.1 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder's Registrable Securities to be included in connection with a registration described pursuant to this Section 2.1 shall be conditioned upon such Holder's participation in Section 2.2(a) above, such underwriting and the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration inclusion of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Holder's Registrable Securities in connection the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such registrationunderwriting. No Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration effected under this Section 2.2 and the underwriting, and the number of shares that may be included in the registration and the underwriting shall relieve be allocated,
(i) first, to the Company,
(ii) second, to each of the Holders of Debenture Registrable Securities requesting inclusion of their Debenture Registrable Securities in such registration statement on a pro rata basis based on the total number of Debenture Registrable Securities then held by each such Holder on a fully-diluted basis,
(iii) third, to each of the Holders of Series B Registrable Securities requesting inclusion of their Series B Registrable Securities in such registration statement on a pro rata basis based on the total number of Series B Registrable Securities then held by each such Holder on a fully-diluted basis,
(iv) fourth, to each of the Holders of Series A Registrable Securities requesting inclusion of their Series A Registrable Securities in such registration statement on a pro rata basis based on the total number of Series A Registrable Securities then held by each such Holder on a fully-diluted basis, and
(v) fifth, to any stockholder (other than a Holder) invoking contractual rights to have their securities registered, if any, on a pro rata basis, If any Holder disapproves of the terms of any such underwriting, such Holder 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 excluded and withdrawn from the registration and those Registrable Securities will continue to be subject to the terms of its obligations to effect this Agreement. For any registration upon request under Section 2.1Holder which is a partnership or corporation, nor the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall any registration hereunder be deemed to have been effected pursuant be a single "HOLDER," and any pro rata reduction with respect to Section 2.1such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "HOLDER," as defined in this sentence.
Appears in 1 contract
Piggyback Registrations. (a) If at any time the The Company proposes or agrees to register any of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder shall notify all Holders of Registrable Securities (which shall include in writing at least 30 days prior to the filing of any registration statement under the Securities Act for purposes of a list public offering of securities of the jurisdictions in which the Company intends (including, but not limited to, registration statements relating to attempt to qualify such securities). If, within 30 Days secondary offerings of securities of the receipt by the Holders of any Company, but excluding registration statements relating to employee benefit plans and corporate reorganizations) and will afford each such written notice, any Holder (each a "Requesting Piggyback Holder") delivers an opportunity to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement all or part of such Registrable Securities of such Holder. Each Holder desiring to include in any such registration statement all or any part of such Holder's Registrable Securities shall, within 20 days after receipt of the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities specified by such Holder. If a Holder of Registrable Securities decides not to include any or all of such Holder's Registrable Securities in any registration statement thereafter filed by the Company, such Piggyback Notice. The Company Holder shall nevertheless continue to have the right to designate include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the managing underwriter(s) Company with respect to offerings of any such offeringits securities, subject to all upon the consent of the Registering Shareholders terms and the Requesting Piggyback Holders, which consents shall not be unreasonably withheldconditions set forth herein.
(b) If, at any time prior to If the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or under which the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written gives notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve is for an underwritten offering, the Company shall so advise the Holders of its obligations Registrable Securities. In such event, the right of any such Holder to effect any be included in a registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to this Section 2.12.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provisions of this 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, first, to the Company and, second, to the Holders and any other selling shareholders on a pro rata basis based on the total number of securities held by such Holders and other selling shareholders and requested to be included in such registration.
Appears in 1 contract
Piggyback Registrations. (a) If at any Each time that the Company proposes or agrees for any reason to register any of its securities Common Stock under the 1933 Act (a “Proposed Registration”) pursuant to a registration statement filed or proposed to be filed during the period beginning with the date of this Agreement and ending on the Expiration Date (as such term is defined in the Warrants) (the “Piggyback Registration Period”), other than securities registered pursuant to a registration statement on Form S-4 or Form S-8 (or any similar or successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"forms), unless a registration statement has been previously filed (and not withdrawn) covering the resale of all of the Registrable Securities and is then in each such case effective and, other than during a Grace Period, available for resale of all of the Registrable Securities, the Company shall, not later than five Days after deciding or agreeing to register such shares, shall promptly give written notice thereof (the “Piggyback Notice”) of such Proposed Registration to each Holder of the Investors (which notice shall be given not less than thirty (30) days prior to the expected effective date of the Company’s registration statement, and in any event within five (5) Business Days after its receipt of notice of any exercise of demand registration rights) and shall offer the Investors the right to include any of their Registrable Securities in the Proposed Registration; provided, however, that if the Proposed Registration is for an offering pursuant to Rule 415, the Company shall only be required to include the Permitted Registrable Shares.
(which b) Each Investor shall include a list have twenty (20) days from the date of receipt of the jurisdictions in which the Company intends Piggyback Notice to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers deliver to the Company a Piggyback Notice, subject written request specifying the number of Registrable Securities such Investor intends to sell and such Investor’s intended method of disposition. Any Investor shall have the right to withdraw such Investor’s request for inclusion of such Investor’s Registrable Securities in any registration statement pursuant to this Section 2 by giving written notice to the Company of such withdrawal. Subject to Section 2.4 hereof2(c) and Section 2(d) below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein.
(c) If the Proposed Registration includes an underwritten primary public offering on behalf of the Company and the managing underwriter or underwriters of the Proposed Registration advises the Company that the total number of shares of Common Stock (including Registrable Securities) that the Investors and any other Persons intend to include in the offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Stock offered or the market for the Common Stock, then the Common Stock to be included in such underwritten primary public offering shall include the number of securities of the Company that such managing underwriter or underwriters advises the Company in writing can be sold without having such material adverse effect, with such number to be allocated (i) first, to the securities that the Company proposes to sell, (ii) second, to the Registrable Securities specified requested to be included in such Piggyback Noticeregistration by the Investors, the Private Placement Securities requested to be included therein by the holder or holders thereof, and the Steel Shares requested to be included therein by the holder thereof, pro rata among the Investors, the holder or holders of such Private Placement Securities, and the holder of such Steel Shares on the basis of the number of shares of Registrable Securities owned by the Investors, the number of Private Placement Securities owned by such holder or holders and the number of Steel Shares owned by such holder, with further successive pro rata allocations among the Investors, the holder or holders of such Private Placement Securities and the holder of such Steel Shares if any such Investor or any such holder has requested the registration of less than all of the Registrable Securities, Private Placement Securities or Steel Shares that such Investor or such holder, as applicable, is entitled to register, and (iii) third, to any other securities requested to be included in such registration.
(d) If the Proposed Registration is an underwritten public offering on behalf of holders of the Company’s securities and the managing underwriter or underwriters of the Proposed Registration advises the Company that the total number of shares of Common Stock (including Registrable Securities) that the Investors and any other Persons intend to include in the offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Stock offered or the market for the Common Stock, then the Common Stock to be included in such underwritten public offering shall include the number of securities of the Company that such managing underwriter or underwriters advises the Company in writing can be sold without having such material adverse effect, with such number to be allocated (i) first, to the securities requested to be included therein by the holders requesting such registration, to the Registrable Securities requested to be included in such registration by the Investors, to the Private Placement Securities requested to be included therein by the holder or holders thereof, and to the Steel Shares requested to be included therein by the holder thereof, pro rata among the holders of such securities, the Investors, the holder or holders of such Private Placement Securities and the holder of such Steel Shares on the basis of the number of shares of Common Stock owned by such holders, the number of Registrable Securities owned by the Investors, the number of Private Placement Securities owned by such holder or holders and the number of Steel Shares owned by such holder, with further successive pro rata allocations among such holders, the Investors, the holder or holders of such Private Placement Securities and the holder of such Steel Shares if any such holder, Investor, holder of such Private Placement Securities or holder of such Steel Shares has requested the registration of less than all of the shares of Common Stock, Registrable Securities, Private Placement Securities or Steel Shares that such holder or Investor, as applicable, is entitled to register, and (ii) second, to any other securities requested to be included in such registration.
(e) If the Proposed Registration is for an offering pursuant to Rule 415 and the number of Registrable Securities requested by the Investors to be included therein exceeds the number of Permitted Registrable Shares, the initial number of Registrable Securities included in any Registration Statement in respect of such Proposed Registration and each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors holding Registrable Securities on the basis of the number of Registrable Securities owned by such Investors, with further successive pro rata allocations among the Investors if any such Investor has requested the registration of less than all of the Registrable Securities such Investor is entitled to register. The In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in such Registration Statement that remain allocated to any Person that ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors that are covered by such Registration Statement. Notwithstanding anything to the contrary contained in this Section 2(e), if the Proposed Registration to be filed by the Company is the first registration statement filed with the SEC that includes any Private Placement Securities for an offering pursuant to Rule 415, and the total number of securities proposed to be included therein exceeds the maximum number of securities of the Company that the Company is permitted to include in such registration statement by the SEC in accordance with applicable SEC rules and regulations, the initial number of securities included in any registration statement in respect of such Proposed Registration and each increase in the number of securities included therein shall be allocated (i) first, to such Private Placement Securities which have not been previously included in a registration statement, and (ii) second, pro rata among the Investors and the holder of the Steel Shares on the basis of the number of the Registrable Securities and the Escrow Shares owned by the holder of the Steel Shares, with further successive pro rata allocations among the Investors and the holder of the Steel Shares if the Investor or such holder, as applicable, has requested the registration of less than all of the Registrable Securities or Escrow Shares, as applicable, that the Investor or such holder of Steel Shares is entitled to register.
(f) If any Proposed Registration is in the form of an underwritten public offering, the Company shall have select and obtain a recognized investment bank or investment bankers and manager or managers that will administer the right to designate the managing underwriter(soffering; provided, that such investment banker(s) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, manager(s) must be approved (which consents approval shall not be unreasonably withheld) by the Investors holding at least a majority of the Registrable Securities requested to be registered.
(bg) If, at At any time prior during the Piggyback Registration Period that a Shelf Registration Statement covering Registrable Securities is effective and the Company, on behalf of itself or holders of securities of the Company, intends to effect an underwritten offering of any securities of the Company of the type included on such Shelf Registration Statement (a “Shelf Underwritten Offering”), the Company shall promptly deliver to each of the Investors a notice (a “Take-Down Notice”) stating such intention. In connection with any such Shelf Underwritten Offering, the Company shall permit each Investor to include its Registrable Securities in the Shelf Underwritten Offering if such Investor notifies the Company within five (5) Business Days after its receipt of the Take-Down Notice. In connection with the Company’s delivery of a Take-Down Notice pursuant to this Section 2(f) and a Shelf Underwritten Offering, the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable the Registrable Securities to be distributed pursuant to the filing of a registration statement in Shelf Underwritten Offering. In connection with any such Shelf Underwritten Offering, in the event that the managing underwriter or underwriters determines that marketing factors (including an adverse effect on the per share offering price) require a registration limitation on the number of shares which would otherwise be included in the Shelf Underwritten Offering, the managing underwriter or underwriters may limit the number of shares which would otherwise be included in such Shelf Underwritten Offering in the same manner as is described in Section 2.2(a2(c) aboveand Section 2(d), as applicable, with respect to a limitation of shares to be included in an underwritten public offering.
(h) Notwithstanding anything to the Registering Shareholders withdraw their request for registration or the Company determines contrary contained herein, if for any reason either not the SEC asserts or proposes a limitation on the securities to register be included in any securities or Registration Statement filed pursuant to delay registration of such securitiesthis Section 2 in which the Registrable Securities are to be included, the Company may, at its election, give written notice shall use diligent efforts to advocate with the SEC for the registration of all of the securities required or requested to be included in such withdrawal by Registration Statement (considering in good faith the Registering Shareholders or determination by input of the Company to each Requesting Piggyback Holder and, thereuponInvestors and Legal Counsel), in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection accordance with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1applicable SEC guidance.
Appears in 1 contract
Samples: Registration Rights Agreement (SOCIAL REALITY, Inc.)
Piggyback Registrations. (a) If at any Each time the Company proposes or agrees to register any of its equity securities (other than securities registered on Form S-4 or Form S-8 or any successor forms theretopursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shallor the account of any Security Holders of the Company) and the form of registration statement to be used permits the registration of Registrable Shares, not later than five Days after deciding or agreeing to register such shares, the Company shall give prompt written notice thereof to each Holder of Registrable Securities Shares (which notice shall include a list be given not less than 30 days prior to the effective date of the jurisdictions Company's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Shares in which such registration statement, subject to the limitations contained in Section 2.2(b) hereof. Each Holder who desires to have its or his Registrable Shares included in such registration statement shall so advise the Company intends in writing (stating the number of shares desired to attempt be registered) within 20 days after the date of such notice from the Company. Any Holder shall have the right to qualify withdraw such securities). If, within 30 Days Holder's request for inclusion of the receipt such Holder's Registrable Shares in any registration statement pursuant to this Section 2.2(a) by the Holders of any such giving written notice, any Holder (each a "Requesting Piggyback Holder") delivers notice to the Company a Piggyback Notice, subject of such withdrawal. Subject to Section 2.4 hereof2.2(b) below, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Registrable Securities specified in such Piggyback Notice. The Company shall have the right to designate the managing underwriter(s) of may at any time withdraw or cease proceeding with any such offering, subject registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheldregistered.
(b) IfIf the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the registration statement would cause a Material Adverse Effect, at any time prior the Company will be obligated to include in the registration statement, as to each Requesting Holder, only a portion of the shares such Holder has requested be registered equal to the filing product of:
(i) the ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration statement by all Persons (including Requesting Holders) who have requested (pursuant to contractual registration rights) that their shares be included in such registration statement; and (ii) the maximum number of shares that the managing underwriter advises may be sold in an offering covered by the registration statement without a Material Adverse Effect. If as a result of the provisions of this Section 2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder's request to include Registrable Shares in such registration statement. No Person may participate in any registration statement hereunder unless such Person (i) agrees to sell such person's Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Person shall be required to make any representations or warranties in connection with a any such registration described in Section 2.2(aother than representations and warranties as to (A) abovesuch Person's ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims and encumbrances, (B) such Person's power and authority to effect such transfer and (C) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration obligation of such securities, the Company may, at its election, give written notice of Person to indemnify pursuant to any such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, underwriting arrangements shall be relieved several, not joint and several, among such Persons selling Registrable Shares, and the liability of each such Person will be in proportion to, and provided, further, that such liability will be limited, to the net amount received by such Person from the sale of his or its obligation Registrable Shares pursuant to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1.
Appears in 1 contract
Samples: Registration Rights Agreement (Avista Capital Partners, L.P.)
Piggyback Registrations. (a) If at any time 4.7.1 Whenever the Company proposes or agrees to register any of its Common Stock in connection with a public offering of such securities (solely for cash, other than securities registered a registration pursuant to Section 4.2 or on Form S-4 or Form S-8 (or any successor forms thereto) form), and the registration form to be filed may be used for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding registration or agreeing to register such shares, give written notice thereof to each Holder qualification for distribution of Registrable Securities (which shall include a list of by the jurisdictions in which Company, the Company intends will give prompt written notice to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any its intention to effect such written notice, any Holder a registration (each a "Requesting Piggyback Holder"but in no event less than ten (10) delivers days prior to the Company a Piggyback Noticeanticipated filing date) and, subject to Section 2.4 hereof4.7.3, the Company shall will include in such registration statement all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after the date of the Company’s notice (a “Piggyback Registration”). Any such Holder that has made such a written request may withdraw its Registrable Securities from such Piggyback Registration by giving prompt written notice to the Company and the managing underwriter, if any, on or before the fifth (5th) Business Day prior to the planned effective date of such Piggyback Registration. The Company may terminate or withdraw any registration under this Section 4.7.1 prior to the effectiveness of such registration, whether or not the Holders have elected to include Registrable Securities in such registration.
4.7.2 If the registration referred to in Section 4.7.1 is proposed to be underwritten, the Company will so advise the Holders as a part of the written notice given pursuant to Section 4.7.1. In such event, the right of the Holders to registration pursuant to this Section 4.7 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting, and each such Person will (together with the Company and the other Persons distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If any participating Holder disapproves of the terms of the underwriting, such Person may promptly elect to withdraw therefrom by written notice to the Company and the managing underwriter.
4.7.3 If a Piggyback Registration relates to an underwritten offering, and the managing underwriters advise the Company that in their reasonable opinion the number of securities requested to be included in such registration exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or prospectus only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities specified in such Piggyback Notice. The Company shall have the right to designate the managing underwriter(s) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay Holders who have requested registration of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.14.7.1, pro rata on the basis of the aggregate number of such securities or shares owned by each such Holder, and (iii) third, any other securities of the Company that have been requested to be so included.
Appears in 1 contract
Piggyback Registrations. (a) If the Company at any time the Company proposes or agrees to register any of its equity securities under the Securities Act (other than securities registered a registration on Form S-4 or Form S-8 S- 8 or any successor or similar forms thereto) for the account of any Shareholder (each thereto and other than pursuant to a "Registering Shareholder"registration under Section 6.1.), then whether or not for sale for its own account, on a form and in each such case a manner that would permit registration of Registrable Securities for sale to the Company shallpublic under the Securities Act, not later than five Days after deciding or agreeing to register such shares, it will give written notice thereof to each Holder all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (which shall include a list including, without limitation, (x) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the jurisdictions in Managing Underwriter and whether such offering will be pursuant to a "best efforts" or "firm commitment" underwriting and (y) the price (net of any underwriting commissions, discounts and the like) at which the Company intends Registrable Securities are reasonably expected to attempt to qualify such securitiesbe sold). If, within 30 Days of Upon the receipt by the Holders written request of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers holder delivered to the Company a Piggyback Notice, subject within 30 calendar days after the receipt of any such notice (which request shall specify the Registrable Securities intended to Section 2.4 hereofbe disposed of by such holder and the intended method of disposition thereof), the Company shall include in such will use best efforts to effect the registration statement under the Securities Act of all of the Registrable Securities specified in such Piggyback Notice. The that the Company shall have the right has been so requested to designate the managing underwriter(s) of any such offeringregister; provided, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holdershowever, which consents shall not be unreasonably withheld.that: -------- -------
(bi) If, at any time prior to the filing after giving such written notice of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not its intention to register any securities or and prior to delay the effective date of the registration of statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights, of the Jordan Investors and the FNBB Affiliate to request that such registration be effected as a registration under Section 6.1.
(ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company. No registration effected under this Section 2.2 6.2 shall relieve the Company of its obligations obligation to effect any registration upon request under Section 2.1, nor 6.1.
(b) The Company shall not be obligated to effect any registration hereunder of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans of stock option or other employee benefit plans.
(c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2. shall be deemed paid by the Company.
(d) If in connection with any Underwritten Offering pursuant to this Section 6.2. the Managing Underwriter shall advise the Company that, in its judgment, the number of shares proposed to be included in such offering should be limited due to market conditions, then the Company shall exclude shares from such offering in the following order until such limitation has been met:
(1) until the Jordan Investors shall have been effected included in such offering the lesser of (i) 25% of the aggregate amount of Securities held by the Jordan Investors as of February 7, 1996 (such amount as adjusted for stock splits, recapitalizations and similar events and reduced by the amount of Securities previously sold by the Jordan Investors pursuant to Section 2.16.1 or 6.2 ) and (ii) the total amount of Registrable Securities requested by the Jordan Investors to be included in such offering, the Registrable Securities requested to be included in such offering shall be excluded pro rata, based on the respective number of Registrable Securities as to which registration has been so requested by such Persons, and, thereafter
(2) the Registrable Securities requested to be included in such offering by Persons other than the FNBB Affiliate shall be excluded pro rata, based on the respective number of Registrable Securities as to which registration has been so requested by such Persons.
(e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the Managing Underwriter with respect to the offering; provided, that such Managing -------- Underwriter is reasonably acceptable to the holders of a majority of the Registrable Securities requested to be sold in such Underwritten Offering.
(f) If any shares of Common Stock requested to be included in a sale pursuant to this Section 6.2. shall not be outstanding but shall be issuable upon conversion of shares of Non-Voting Common Stock which are outstanding, then the FNBB Affiliate and the Company shall take all actions necessary in order to convert such shares of Non-Voting Common Stock into shares of Common Stock in order to effect such sale.
Appears in 1 contract
Piggyback Registrations. If (ax) If at any time after the Company proposes occurrence of an IPO or agrees (y) in an IPO if FPC and/or its Affiliates are permitted to register any of their Registrable Securities, the Company proposes to register for sale by the Company under the Securities Act any of its equity securities (other than securities registered a registration on Form S-4 or Form S-8 S-8, or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"or similar forms), then or any shares pursuant to a Demand Registration under Section 3.1.2, in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act and in an underwritten offering, the Company will each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, time promptly give written notice thereof to each Holder of all Shareholders who beneficially own any Registrable Securities (which shall include a list of its intention to do so, of the jurisdictions in which registration form of the SEC that has been selected by the Company intends to attempt to qualify and of such securitiesholders' rights under this Section 3.1 (the "PIGGYBACK NOTICE"). IfThe Company will use its reasonable best efforts to include, and to cause the underwriter or underwriters to include, in the proposed offering, on the same terms and conditions as the securities of the Company included in such offering, all Registrable Securities that the Company has been requested in writing, within 30 Days fifteen (15) calendar days after the Piggyback Notice is given, to register by the Shareholders thereof (each such registration pursuant to this Section 3.1.1, a "PIGGYBACK REGISTRATION"); provided, however, that (i) if, at any time after giving a Piggyback Notice and prior to the effective date of the receipt by the Holders of any registration statement filed in connection with such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereofregistration, the Company shall include in such registration statement the Registrable Securities specified in such Piggyback Notice. The Company shall have the right to designate the managing underwriter(s) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines determine for any reason either not to register any such equity securities or to delay registration (or, in the case of such securitiesa Demand Registration where the Initiating Holder (as defined below), so determines), the Company may, at its electionelection (or, in the case of a Demand Registration, where the Initiating Holder so determines, the Company shall), give written notice of such withdrawal by the Registering determination to all Shareholders or determination by the Company to each Requesting Piggyback Holder who beneficially own any Registrable Securities and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration. No , and (ii) in case of a determination by the Company to delay registration effected under this Section 2.2 of its equity securities (or, in the case of a Demand Registration, if the Initiating Holder so determines), the Company shall be permitted to (or, in the case of a Demand Registration where the Initiating Holder, so determines, the Company shall) delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities (provided that clauses (i) and (ii) shall not relieve the Company of its obligations under Section 3.1.2). In the case of any registration of Registrable Securities in an underwritten offering pursuant to this Section 3.1.1, all Shareholders proposing to distribute their securities pursuant to this Section 3.1.1 shall, at the request of the Company (or, in the case of a Demand Registration, at the request of the Initiating Holder), enter into an agreement in customary form with the underwriter or underwriters. Notwithstanding the foregoing, following an IPO, the Company shall not be obligated to effect any registration upon request of Registrable Securities for which Piggyback Registration is requested by an Other Shareholder if, at the time of such request, all such Registrable Securities are eligible for sale to the public by the requesting Other Shareholder without registration under Section 2.1Rule 144 under the Securities Act, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1with such sale not being limited by either the timing or volume restrictions thereunder.
Appears in 1 contract
Piggyback Registrations. (a) If The Company shall notify all Holders in writing at least thirty (30) days prior to the filing of any time registration statement under the Securities Act for purposes of a public offering of securities of the Company proposes or agrees (including, but not limited to, registration statements relating to register any offerings of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms thereto) of the Company for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder of Registrable Securities (which shall include a list stockholders of the jurisdictions in which Company, but excluding the Company intends Registration Statement and registration statements on Forms S-4 and S-8) and will offer to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement all of such Registrable Securities held by such Holder. If the registration statement under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders in such notice. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities specified held by it shall, within fifteen (15) days after receipt of the above-described notice from the Company, so notify the Company in writing.
(b) If the registration statement under which the Company gives notice under this Section 2.3 is for an underwritten offering, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such Piggyback Notice. registration (i) creates a substantial risk that the price per share in such registration will be materially and adversely affected, or (ii) exceeds the number which can be reasonably sold in such offering, then the number of shares that may be included in the underwriting shall be allocated, first, to the Company if the Company, and not a stockholder, initiated the filing of the registration statement; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders desiring to participate in the registration and underwriting pursuant to the terms of this Section 2.3; and third, to any other stockholder of the Company participating in such underwritten offering on a pro rata basis based on the number of shares that all such stockholders desire to register.
(c) The Company shall have the right to designate the managing underwriter(s) of terminate or withdraw any such offering, subject registration initiated by it under this Section 2.3 prior to the consent effectiveness of such registration whether or not any Holder has elected to include Registrable Securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheldCompany in accordance with Section 2.4 hereof.
(bd) IfThe Holders, at any time prior as a group, shall be limited to only one right to include Registrable Securities in a Company registration statement under Section 2.3(a). The Holders shall only have the "piggyback" registration rights provided in Section 2.3(a) with respect to the filing of first registration statement for which the Company provides notice to the Holders under Section 2.3(a), and the Holders' "piggyback" registration rights shall terminate upon such registration statement becoming effective if all Registrable Securities that the Holders have notified the Company pursuant to Section 2.3(a) they wish to include in a registration statement are included; provided, however, that if the Holders are prevented, pursuant to Section 2.3(b), from including all Registrable Securities that they have notified the Company pursuant to Section 2.3
(a) they wish to include in connection with a registration described in Section 2.2(a) abovestatement, the Registering Shareholders withdraw their request for Holders' "piggyback" registration or rights shall remain in effect until all Registrable Securities that the Holders have notified the Company determines for any reason either not pursuant to register any securities Section 2.3(a) they wish to include in a registration statement have been included in one or to delay more effective registration of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected statements under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.12.3.
Appears in 1 contract
Piggyback Registrations. (aAt such time(s) If at any time as a registration statement pursuant to Section 4(b) herein is unavailable to the Holders, the Company proposes or agrees will be required to register any of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder notify all Holders of Registrable Securities in writing at least thirty (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder"30) delivers days prior to the Company filing any registration statement made after October 14, 1997 under the 1933 Act for purposes of effecting a Piggyback Notice, subject to Section 2.4 hereof, public offering of securities of the Company shall (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any employee benefit plan or a corporate reorganization, and will afford each such Holder after October 14, 1997 an opportunity to include in such registration statement (and any related qualification under or compliance with "blue sky" or other state securities laws) all or any part of the Registrable Securities specified then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder will, within thirty (30) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such Piggyback Noticenotice will inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. The Company shall If a Holder decides not to include all of such Holder's Registrable Securities in any registration statement thereafter filed by the Company, such Holder will nevertheless continue to have the right to designate include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the managing underwriter(sCompany with respect to offerings of its securities, all upon the terms and conditions set forth herein.
(i) If the registration statement under which the Company gives notice under this Section 4(c) is for an underwritten offering, the Company will so advise the Holders of Registrable Securities. In such event, the right of any such offering, subject Holder's Registrable Securities to be included in a registration pursuant to this Section 4(c) will be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the consent extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting will enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of the Registering Shareholders number of shares to be underwritten, the number of shares that may be included in the underwriting will be allocated (A) first to the Company, (B) second, to any (1) Holders or (2) other persons who have piggyback registration rights granted by the Company that are at parity with the rights of the Holders under this Section 4(c) and, in each case, who request the inclusion of their securities in the registration statement, and (C) third, to any persons with piggyback rights subordinate to those of the Holders who request the inclusion of their securities in the registration statement; PROVIDED, however, that the number of Registrable Securities proposed to be registered by the Holders hereunder may not be reduced to less than twenty percent (20%) of the total value of the securities to be distributed through the underwriting. If not all securities of Holders or other persons described in clause (B) above can be included in a registration, the allocation among such Holders and other persons will be on a pro rata basis according to the relation that the number of securities which each such Holder or other person owns bears to the total number of shares outstanding. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the Requesting Piggyback Holdersunderwriter, delivered at least five business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting will be excluded and withdrawn from the registration. For any Holder which consents shall not is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons will be unreasonably withhelddeemed to be a single "Holder", and any pro rata reduction with respect to such "Holder" will be based upon the aggregate amount of shares owned by all entities and individuals included in such "Holder", as defined in this sentence.
(bii) If, at any time prior to the filing of a registration statement All reasonable expenses incurred in connection with a piggyback registration described in pursuant to this Section 2.2(a4(c) above(excluding underwriters' and brokers' discounts and commissions), including, without limitation, all federal and "blue sky" or other state securities registration and qualification fees, printers' and accounting fees, fees and disbursements of one counsel for the Registering Shareholders withdraw their request selling Holder or Holders and counsel for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register will be borne by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1.
Appears in 1 contract
Samples: Unit Purchase Agreement (Silicon Valley Research Inc)
Piggyback Registrations. (aA) If at any time the The Company proposes or agrees to register any of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder shall notify all Holders of Registrable Securities (which shall include then outstanding in writing at least ten days prior to the filing of any registration statement under the Securities Act for purposes of a list public offering of securities of the jurisdictions in which the Company intends (including, but not limited to, registration statements relating to attempt to qualify such securities). If, within 30 Days secondary offerings of securities of the receipt by the Holders of any Company, but excluding Special Registration Statements) and shall afford each such written notice, any Holder (each a "Requesting Piggyback Holder") delivers an opportunity to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities specified held by it shall, within ten days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Piggyback NoticeHolder. The Company 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 designate the managing underwriter(s) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register include any Registrable Securities in connection any subsequent registration statement or registration statements as may be filed by the Company with such registration. No respect to offerings of its securities, all upon the terms and conditions set forth herein.
(B) If the registration effected statement under which the Company gives notice under this Section 2.2 shall relieve 2.3 is for an underwritten public offering, the Company shall so advise the Holders of its obligations Registrable Securities then outstanding. In such event, the right of any such Holder to effect any be included in a registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to this Section 2.1.2.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this 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: first, to the Company; second, to the Holders and the Prior Rights Holders on a pro rata basis based on the aggregate of the Registrable Securities then held by the Holders under this Agreement and the Prior Registrable Securities then held by the Prior Rights Holders under the Prior Investor Rights Agreement; and third, to any stockholders of the Company (other than a Holder or Prior Rights Holder) on a pro rata basis; provided, however, that: (i) no such reduction shall reduce the aggregate amount of securities of the selling Holders, together with the securities of the Prior Rights Holders, included in the registration below thirty percent (30%) of the total amount of securities included in such registration; and (ii) no such reduction shall reduce the amount of Registrable Securities of the selling Holders included in the registration unless all Prior Rights Holders exercising piggyback registration rights in such registration are subject to such reduction in their Prior Registrable Securities. Except as provided above, in no event will shares of any other selling stockholder of the Company be included in such registration that would reduce the number of shares that may be included by the Holders and the Prior Rights Holders without the written consent of the holders of not less than a majority of the aggregate of the Registrable Securities and the Prior Registrable Securities proposed to be sold in the offering. If any participating Holder disapproves of the terms of any such underwriting, such participating Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the
Appears in 1 contract
Samples: Investor Rights Agreement (Frazier Healthcare Ii Lp)
Piggyback Registrations. (a) Right to include Registrable ------------------------- ---------------------------- Securities. If the Company at any time the Company proposes or agrees to register any of its ---------- securities under the Securities Act (other than securities registered by a registration on Form S-4 or Form S-8 X-0, Xxxx X-0 or any successor forms thereto) for the account of any Shareholder (each or similar form, or in connection with a "Registering Shareholder"tender offer, merger, or other acquisition, and other than pursuant to Section 2.1 or Section 2.2), then in whether or not for sale for its own account, it will each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, time give prompt written notice thereof to each Holder all holders of Registrable Securities (which shall include a list of its intention to do so and of such holders' right under this Section 2.
3. Upon the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders written request of any such written notice, holder made within 10 days after the date of any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to such notice given in accordance with Section 2.4 7 hereof, the Company shall include in such will use its best efforts to effect the registration statement under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, to the extent requisite to permit the disposition of the Registrable Securities specified in such Piggyback Notice. The Company shall have the right so to designate the managing underwriter(s) of any such offeringbe registered, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) Ifprovided that if, at any time prior to the filing after giving -------- written notice of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not 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 withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder holder of Registrable Securities and, thereupon, (i) in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Companyregister, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 2.1 or Section 2.2, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 2.2 2.3 shall relieve the Company of its obligations obligation to effect any registration upon request under Section 2.1, nor shall any 2.1 or Section 2.2. The Company will pay all Registration Expenses in connection with each registration hereunder be deemed to have been effected of Registrable Securities requested pursuant to this Section 2.12.3.
Appears in 1 contract
Samples: Registration Rights Agreement (Us Legal Support Inc)
Piggyback Registrations. (a) If at any time the Company proposes or agrees is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other shareholder under the Securities Act (other than securities registered pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto), the Company shall give written notice (the "Piggyback Notice") for of its intention to do so to each of the account Holders of record of Registrable Securities, at least five (5) Business Days prior to the filing of any Shareholder registration statement under the Securities Act. Notwithstanding the foregoing, the Company may delay any Piggyback Notice until after filing a registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. Upon the written request of any such Holder, made within five (each a "Registering Shareholder"5) days following the receipt of any such Piggyback Notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), then in each such case the Company shall, not later than five Days after deciding or agreeing subject to Sections 2.2(c), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such shares, give written notice thereof piggyback registrations which the Company is obligated to each Holder effect pursuant to the preceding sentence. No registration of Registrable Securities (which effected under this Section 2.2(a) shall include a list of the jurisdictions in which relieve the Company intends of its obligations to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to effect Demand Registrations under Section 2.4 2.1 hereof, the Company shall include in such registration statement the Registrable Securities specified in such Piggyback Notice. The Company shall have the right to designate the managing underwriter(s) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) IfThe Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement filed pursuant to Section 2.1, (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement ("Additional Piggyback Rights"); provided, however, that, with respect to any underwritten offering, including an Underwritten Block Trade, such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holders or the Majority Participating Holders in such underwritten offering.
(c) Other than in connection with a Demand Registration or a Shelf Underwriting, at any time after giving a Piggyback Notice and prior to the filing effective date of a the registration statement filed in connection with a registration described in Section 2.2(a) abovesuch registration, the Registering Shareholders withdraw their request for registration or if the Company determines shall determine for any reason either not to register any securities or to delay registration of such equity securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, all Holders of record of Registrable Securities and (x) in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Companyregister, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration. No , without prejudice, however, to the rights of Holders under Section 2.1, and (y) in the case of a determination to delay such registration effected under of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(d) Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.2 shall relieve by giving written notice to the Company of its obligations request to effect withdraw; provided, however, that such request must be made in writing prior to the earlier of the execution by such Holder of the underwriting agreement or the execution by such Holder of the custody agreement with respect to such registration or as otherwise required by the underwriters.
(e) Notwithstanding Section 2.2(a), if the SPC Investors wish to engage in an Underwritten Block Trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, such SPC Investors only need to notify the Company of the Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Company shall notify the Significant Minority Investors on the same day and such Significant Minority Investors must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the day such offering is to commence), and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting (which may close as early as two (2) Business Days after the date it commences); provided, however, that the SPC Investors requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade. In the event a SPC Investor requests such an Underwritten Block Trade, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, any registration upon request under Section 2.1, nor other Holder who does not constitute a Significant Minority Investor shall have no right to notice of or to participate in such Underwritten Block Trade at any registration hereunder be deemed to have been effected pursuant to Section 2.1time.
Appears in 1 contract
Samples: Registration Rights Agreement (International Money Express, Inc.)
Piggyback Registrations. (a) If at any time 4.1 For a period of three years from the date of this Agreement, whenever the Company proposes or agrees to register any of its equity securities under the 1933 Act (other than securities registered by a registration on Form S-4 or Form S-8 S-8, or any successor forms theretoor similar forms) and the registration form to be used may be used for the account registration of any Shareholder Registerable Securities (each a "Registering ShareholderPiggyback Registration"), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, shall give prompt written notice thereof to each Holder the Shareholder of Registrable Securities (which its intention to effect such a registration and shall include a list of the jurisdictions in such registration all Registerable Securities with respect to which the Company intends to attempt to qualify such securities). If, has received written requests for inclusion therein within 30 Days 10 days after the receipt of the receipt Company's notice.
4.2 The registration expenses (exclusive of legal counsel) of the Shareholder shall be paid by the Holders Company in all Piggyback Registrations.
4.3 If a Piggyback Registration is an underwritten primary registration on behalf of any the Company, and the managing underwriters advise the Company that in their opinion the number of securities requested to be included in such written notice, any Holder (each registration exceeds the number which can be sold in an orderly manner in such offering within a "Requesting Piggyback Holder") delivers price range acceptable to the Company a Piggyback Notice, subject to Section 2.4 hereofor without adversely affecting the marketability of the offering, the Company shall include in such registration statement (i) first, the Registrable securities the Company proposes to sell and (ii) second, the Registerable Securities specified requested to be included in such registration.
4.4 If a Piggyback Notice. The Company shall have Registration is an underwritten secondary registration on behalf of holders of the right to designate Company's securities or securities convertible into the Company's securities, and the managing underwriter(s) underwriters advise the Company in writing that in their opinion the number of any securities requested to be included in such offering, subject registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of holders initially requesting such securitiesregistration, the Company mayshall include in such registration (i) first, at its election, give written notice of such withdrawal the securities requested to be included therein by the Registering Shareholders or determination by holders requesting such registration and (ii) second, the Company Registerable Securities requested to each Requesting Piggyback Holder and, thereupon, be included in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1.6
Appears in 1 contract
Samples: Registration Rights Agreement (Southbridge Investment Partnership No 1)
Piggyback Registrations. (a) If The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to the filing of any time registration statement under the Securities Act for purposes of a public offering of securities of the Company proposes or agrees to register any of its securities (including, but not limited to, a registration effected for stockholders other than the Holders, registration statements relating to its Initial Offering and to secondary offerings of securities registered on Form S-4 of the Company, but excluding registration statements relating to employee benefit plans, exchange offers or Form S-8 debt securities or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act). Each Holder desiring to include in any such registration statement all or any successor forms theretopart of the Registrable Securities held by it shall, within twenty (20) for days after receipt of the account above-described notice from the Company, so notify the Company in writing. In such written notification, a Holder may request that all or a part of any Shareholder (each a "Registering Shareholder"), then Holder's Registrable Securities be included in each such case the registration. The Company shall, subject to the provisions of SECTION 2.3(B) below, include in such registration (and any related qualification under Blue Sky laws or other compliance) all the Registrable Securities that each such Holder has requested to be registered. If a Holder decides not later than five Days after deciding to include all of his Registrable Securities, or agreeing to register such shares, give written notice thereof to each Holder if the number of Registrable Securities to be included is reduced to fewer than all of his Registrable Securities pursuant to SECTION 2.3(B) below, 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 its securities, all upon the terms and conditions set forth herein.
(which shall include a list of b) If the jurisdictions in registration statement under which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereofgives notice under this SECTION 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities in the written notice provided pursuant to SECTION 2.3(A) above. In such event, the right of any such Holder to be included in a registration pursuant to this SECTION 2.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement (together with the Company and the other Holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) in customary form with the underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to the Holders as agreed upon by the Company and the underwriters, and customary selling stockholder documents, including a custody agreement and power of attorney. Notwithstanding any other provision of the Agreement, if the underwriters determine in good faith that marketing factors require a limitation of the number of shares to be underwritten to ensure the success of the offering, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by each such Holder; and, third, to any other selling stockholders of the Company on a pro rata basis based on the total number of Registrable Securities held by each such selling stockholder. Notwithstanding the foregoing, no such reduction shall reduce the amount of securities of the Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the Qualified Initial Offering and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration statement was previously reduced as a result of marketing factors, the Registrable Securities specified Company shall then offer to all persons who have not so withdrawn their securities from the registration and otherwise have the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated first to the Holders requesting additional inclusion on a pro rata basis and then to any other selling stockholders of the Company requesting additional inclusion on a pro rata basis. For any Holder that is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed a single "Holder," and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such Piggyback Notice. "Holder" as defined in this sentence.
(c) The Company shall have the right to designate the managing underwriter(s) of terminate or withdraw any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time registration initiated by it under this SECTION 2.3 prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration effectiveness of such securities, the Company may, at its election, give written notice registration whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawal by the Registering Shareholders or determination withdrawn registration shall be borne by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection accordance with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1SECTION 2.5 hereof.
Appears in 1 contract
Samples: Investor Rights Agreement (Trubion Pharmaceuticals, Inc)
Piggyback Registrations. (a) If at any time 3.1 Whenever the Company Corporation proposes or agrees to register any of its securities under the Securities Act (other than securities registered except on Form S-4 or Form S-8 or any successor forms thereto) form), the Corporation will give prompt written notice to all holders of Registrable Shares of its intention to effect such a registration and will use its best efforts to include in such registration all Registrable Shares with respect to which the Corporation has received written requests for inclusion therein within 10 days after giving notice to the account holders of any Shareholder Registrable Shares (each a "Registering ShareholderPiggyback Registration").
3.2 If a Piggyback Registration is an underwritten Primary Registration on behalf of the Corporation, then and the managing underwriters advise the Corporation in each writing that in their opinion the number of securities requested to be included in such case registration exceeds the Company shallnumber which can successfully be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, not later than five Days after deciding or agreeing the Corporation will include in such registration, to register the extent approved by such sharesunderwriters,
(i) first, give written notice thereof the securities the Corporation proposes to sell,
(ii) second, other securities requested to be included in such registration pursuant to the terms of that certain Registration Agreement dated as of April 2, 1992, as it may be amended from time to time, by and between the Corporation and certain investors identified therein, and
(iii) third, other shares of Common Stock, including the Registrable Shares, requested to be included in such registration pursuant to contractual registration rights, such shares to be taken on a basis based on the ratio that the number of shares of Common Stock owned by each Holder of Registrable Securities Shares bears to the number of shares of Common Stock owned by all holders of shares of Common Stock who have contractual registration rights and who have exercised those rights, other than the holders described in subparagraph (which shall include ii) above.
3.3 If a list Piggyback Registration is an underwritten Secondary Registration on behalf of holders of the jurisdictions Corporation's securities, and the managing underwriters advise the Corporation in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which the Company intends to attempt to qualify can successfully be sold in such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereofoffering, the Company shall Corporation will include in such registration, to the extent approved by such underwriters,
(i) first, the securities requested to be included in such registration statement pursuant to the terms of that certain Registration Agreement dated as of April 2, 1992, as it may be amended from time to time, by and between the Corporation and certain investors identified therein, and
(ii) second, other shares of Common Stock, including the Registrable Securities specified Shares, requested to be included in such Piggyback Notice. The Company shall have registration pursuant to contractual registration rights, such shares to be taken on a basis based on the right to designate ratio that the managing underwriter(s) number of any such offering, subject shares of Common Stock owned by each Holder of Registrable Shares bears to the consent number of shares of Common Stock owned by all holders of shares of Common Stock who have contractual registration rights and who have exercised those rights, other than the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time prior to the filing of a registration statement in connection with a registration holders described in Section 2.2(asubparagraph (i) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1.
Appears in 1 contract
Samples: Shareholder Agreement (Amsurg Corp)
Piggyback Registrations. (a) If The Company shall notify all Holders in writing at least thirty (30) days prior to the filing of any time registration statement under the Securities Act for purposes of a public offering of securities of the Company proposes or agrees (including, but not limited to, registration statements relating to register any secondary offerings of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms theretoof the Company, but excluding registration statements relating to the Initial Offering, employee benefit plans and corporate reorganizations) for the account of any Shareholder (each a "Registering Shareholder"), then in and will afford each such case the Company shall, not later than five Days after deciding or agreeing Holder who would have been unable to register sell all of such shares, give written notice thereof to each Holder of Registrable Securities (which shall include a list on an unrestricted basis pursuant to Rule 144 promulgated under the Securities Act, during the four-week period immediately preceding the effective date of the jurisdictions in which the Company intends registration statement, an opportunity to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities specified held by it shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Piggyback NoticeHolder. The Company 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 designate include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the managing underwriter(s) Company with respect to offerings of any such offeringits securities, subject all upon the terms and conditions set forth herein. Notwithstanding anything to the consent contrary, the foregoing shall not apply to any registrations occurring on or after the fifth anniversary of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.Initial Offering
(b) IfIf the registration statement under which the Company gives notice under this Section 2.3 is for an underwritten offering, at the Company shall so advise the Holders. In such event, the right of any time prior such Holder to be included in a registration pursuant to this Section 2.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the filing extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. 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, first, to the Company; second, to the holders of shares of the Company's Series A, Series B and Series C Preferred Stock allocated pro rata on the basis of the total number of shares of Common Stock into which the Series A, Series B and Series C Preferred Stock are convertible; third to the 7,500 shares of Common Stock par value $0.001 per share held by a designee of NationsBank, N.A.; and fourth to any stockholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall reduce the securities being offered by the Company for its own account to be included in the registration statement and underwriting.
(c) The Company shall bear all fees and expenses incurred in connection with a any registration described in under this Section 2.2(a) above2.3 (excluding underwriters' discounts and commissions, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal which shall be paid by the Registering Shareholders or determination by the Company selling Holders pro rata with respect to each Requesting Piggyback Holder andtheir included shares), thereuponincluding without limitation all registration, in the case filing, qualification, printers' and accounting fees, fees and disbursements of a withdrawal by the Registering Shareholders or a determination not counsel to register by the Company, and the reasonable fees and disbursements of a single counsel to the selling Holders (which counsel shall also be relieved of its obligation counsel to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve the Company unless counsel to the Company has a conflict of its obligations interest with respect to effect the representation of any registration upon request under Section 2.1, nor shall any registration hereunder be deemed selling Holder or the underwriters object to have been effected pursuant to Section 2.1the selling Holders representation by Company counsel).
Appears in 1 contract
Samples: Series C Preferred Stock Purchase Agreement (Air South Airlines Inc)
Piggyback Registrations. (a) If at any time (a) either (i) the Company proposes or agrees to register for sale by the Company under the Securities Act any of its securities Common Shares (other than securities registered a registration on Form S-4 or Form S-8 S-8, or any successor forms theretoor similar forms) for the account of any Shareholder (each in a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, and (which shall include a list of ii) the jurisdictions FPC Shareholders or any FPC Affiliate Transferee or any other shareholder proposes to sell Registrable Securities in which such registered sale, or (b) the Company intends proposes to attempt to qualify such securities). If, within 30 Days of the receipt register for sale by the Holders of any such written notice, FPC Shareholder or any Holder (each a "Requesting Piggyback Holder") delivers FPC Affiliate Transferee to the Company a Piggyback Notice, subject to Section 2.4 hereofpublic under the Securities Act any Registrable Securities, the Company shall include in each such registration statement the time promptly give written notice to any Trust that beneficially owns any Registrable Securities specified in of its intention to do so, of the registration form of the SEC that has been selected by the Company and of such holders’ rights under this Section 5.1 (the “Piggyback Notice”). The Subject to Section 5.1.4, the Company shall have use its reasonable best efforts to include, and to cause the right underwriter or underwriters, if applicable, to designate include, in the managing underwriter(s) of proposed offering, on the same terms and conditions as the Common Shares proposed to be sold by the Company, the FPC Shareholders or FPC Affiliate Transferees and any other shareholder in such offering, subject all Registrable Securities that the Company has been requested in writing, within 15 calendar days after the Piggyback Notice is given, to register by the consent of the Registering Shareholders and the Requesting holders thereof (each such registration pursuant to this Section 5.1.1, a “Piggyback HoldersRegistration”); provided, which consents shall not be unreasonably withheld.
however, that (ba) Ifif, at any time after giving a Piggyback Notice and prior to the filing effective date of a the registration statement filed in connection with a registration described in Section 2.2(a) abovesuch registration, the Registering Shareholders withdraw their request for registration or the Company determines shall determine for any reason either not to register any securities or to delay registration of such securitiesCommon Shares, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder all Trusts who beneficially own any Registrable Securities and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (b) in case of a determination by the Company to delay registration of its Common Shares the Company shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other Common Shares. No In the case of any registration effected under of Registrable Securities in an underwritten offering pursuant to this Section 2.2 shall relieve the Company of its obligations 5.1.1, all Shareholders proposing to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected distribute their securities pursuant to this Section 2.15.1.1 shall, at the request of the Company, enter into an agreement in customary form with the underwriter or underwriters selected by the Company.
Appears in 1 contract
Piggyback Registrations. (a) If The Company shall notify all Holders ----------------------- of Registrable Securities in writing at least 30 days prior to filing any time registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company proposes (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but (i) excluding registration statements relating to any registration --------- under Section 2.4 of this Agreement, to a stock option, stock purchase or agrees to register any of its securities (other than securities registered on Form S-4 or Form S-8 similar plan or any successor forms thereto) for transaction registered pursuant to Rule 145 promulgated under the account of any Shareholder Securities Act (each a "Registering ShareholderRule 145 Transaction"), then and (ii) excluding a --------- registration on any form which does not include substantially the same information as would be required to be included in each such case a registration statement covering the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder sale of the Registrable Securities (which shall include or a list of the jurisdictions registration in which the Company intends only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered) and will afford each such Holder an opportunity to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement all or any part of the Registrable Securities specified then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within 20 days after receipt of the above- described notice from the Company, so notify the Company in writing, and in such Piggyback Noticenotice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. The Company 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 designate the managing underwriter(s) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register include any Registrable Securities in connection any subsequent registration statement or registration statements as may be filed by the Company with such registrationrespect to offerings of its securities, all upon the terms and conditions set forth herein. No registration effected under Any Holder who elects to include some or all of its Registrable Securities pursuant to this Section 2.2 2.3 shall relieve cooperate with the Company in the preparation of its obligations any and all documents and instruments the Company deems necessary or convenient for the preparation of any applicable registration statement, and such Holders shall supply the Company with any and all information the Company deems necessary or convenient with respect to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1statement.
Appears in 1 contract
Piggyback Registrations. (a) If at any time the The Company proposes or agrees to register any of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder shall notify all Holders of Registrable Securities (which shall include then outstanding in writing at least ten days prior to the filing of any registration statement under the Securities Act for purposes of a list public offering of securities of the jurisdictions in which the Company intends (including, but not limited to, registration statements relating to attempt to qualify such securities). If, within 30 Days secondary offerings of securities of the receipt by the Holders of any Company, but excluding Special Registration Statements) and shall afford each such written notice, any Holder (each a "Requesting Piggyback Holder") delivers an opportunity to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities specified held by it shall, within ten days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Piggyback NoticeHolder. The Company 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 designate include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the managing underwriter(s) Company with respect to offerings of any such offeringits securities, subject to all upon the consent of the Registering Shareholders terms and the Requesting Piggyback Holders, which consents shall not be unreasonably withheldconditions set forth herein.
(b) IfIf the registration statement under which the Company gives notice under this Section 2.3 is for an underwritten public offering, at the Company shall so advise the Holders of Registrable Securities then outstanding. In such event, the right of any time such Holder to be included in a registration pursuant to this Section 2.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this 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: first, to the Company; second, to the Holders and the Prior Rights Holders on a pro rata basis based on the aggregate of the Registrable Securities then held by the Holders under this Agreement and the Prior Registrable Securities then held by the Prior Rights Holders under the Prior Investor Rights Agreement; and third, to any stockholders of the Company (other than a Holder or Prior Rights Holder) on a pro rata basis; provided, however, that: (i) no such reduction shall reduce the aggregate amount of securities of the selling Holders, together with the securities of the Prior Rights Holders, included in the registration below thirty percent (30%) of the total amount of securities included in such registration; and (ii) no such reduction shall reduce the amount of Registrable Securities of the selling Holders included in the registration unless all Prior Rights Holders exercising piggyback registration rights in such registration are subject to such reduction in their Prior Registrable Securities. Except as provided above, in no event will shares of any other selling stockholder of the Company be included in such registration that would reduce the number of shares that may be included by the Holders and the Prior Rights Holders without the written consent of the holders of not less than a majority of the aggregate of the Registrable Securities and the Prior Registrable Securities proposed to be sold in the offering. If any participating Holder disapproves of the terms of any such underwriting, such participating Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered prior to the filing effective date of a the registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration statement. Any Registrable Securities excluded or the Company determines for any reason either not to register any securities or to delay registration of withdrawn from such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, underwriting shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1.excluded and withdrawn from the
Appears in 1 contract
Samples: Investor Rights Agreement (MPM Bio Ventures Iii Lp)
Piggyback Registrations. (a) If at any time Whenever the Company proposes or agrees to register any of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms thereto) under the Securities Act and the registration form to be used may be used for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder registration of Registrable Securities (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback HolderRegistration") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereof), the Company will give prompt written notice (in any event within five Business Days after its receipt of notice of any exercise of demand registration rights other than under this Agreement) to all holders of Registrable Securities with respect of the proposed offering at least twenty (20) days before the initial filing with the SEC of such registration statement, and offer to include in such filing such Registrable Securities as any such holder may request. Each such holder of Registrable Securities desiring to have Registrable Securities registered under this Section 11.1 shall advise the Company in writing within ten (10) days after the date of receipt of such notice from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of Registrable Securities for which registration is so requested, and shall use its reasonable best efforts to effect registration under the Securities Act of such Registrable Securities.
(b) The registration expenses of the holders of Registrable Securities will be paid by the Company in all Piggyback Registrations to the extent provided in Section 11.5.
(c) If a Piggyback Registration is an underwritten primary registration on behalf of the Company or the holders of 1994 Shares or 1999 Shares, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company will include in such registration statement in the following order: (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities, the 1994 Shares and the 1999 Shares, requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of Registrable Securities, the 1994 Shares and the 1999 Shares, owned by each such holder, and (iii) third, other securities requested to be included in such registration.
(d) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities other than the holders of the 1994 Shares or the 1999 Shares, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, the Company will include in such registration (i) first, the Registrable Securities, the 1994 Shares and the 1999 Shares requested to be included in such registration, pro rata among the holders of such Registrable Securities, the 1994 Shares and the 1999 Shares on the basis of the number of shares owned by each such holder, and (ii) second, other securities requested to be included in such registration.
(e) If any Piggyback Registration is an underwritten offering, the selection of investment banker(s) and manager(s) for the offering shall be made by the Company but must be approved by the holders of a majority of the Registrable Securities specified who request to be included in such Piggyback NoticeRegistration. The Company shall have the right to designate the managing underwriter(s) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall Such approval will not be unreasonably withheld.
(bf) If, at any time prior to If the filing of Company has previously filed a registration statement in connection with a respect to Registrable Securities pursuant to this Section 11.1, and if such previous registration described in Section 2.2(a) abovehas not been withdrawn or abandoned, the Registering Shareholders withdraw their request for Company will not file or cause to be effected any other registration or the Company determines for of any reason either not to register any of its equity securities or to delay registration securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8 or any successor form), whether on its own behalf or at the request of any holder or holders of such securities, until a period of at least 90 days has elapsed from the Company may, at its election, give written notice effective date of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such previous registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1.
Appears in 1 contract
Samples: Note and Equity Purchase Agreement (Cornell Companies Inc)
Piggyback Registrations. (a) a. If at any time prior to the filing of a Resale Registration Statement, the Company proposes or agrees to register any of its equity securities under the 1933 Act (other than securities registered a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or Form S-8 similar form that relates to a transaction subject to Rule 145 under the 1933 Act or any successor forms rule thereto) or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of any Shareholder one or more stockholders of the Company (each other than the Holders of Registrable Securities) (a "Registering Shareholder"“Piggyback Registration”), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, shall give prompt written notice thereof to each Holder of Registrable Securities of its intention to effect such a registration (which shall include a list but in no event less than ten (10) business days prior to the proposed date of filing of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder"applicable Registration Statement) delivers to the Company a Piggyback Noticeand, subject to Section 2.4 hereof3(b), shall include in such Registration Statement and in any offering of equity securities to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Holder for the account of such Holder, provided that the Company has received a written request for inclusion therein from such Holder no later than five (5) business days after the date on which the Company has given notice of the Piggyback Registration to Holder.
b. If the managing underwriter for an offering under a Piggyback Registration advises the Company in writing that, in the managing underwriter’s opinion, the number of equity securities proposed to be included in such offering, including all Registrable Securities and all other equity securities requested to be included in such offering, exceeds the number of equity securities which can reasonably be expected to be sold in such offering without adversely affecting the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), the Company shall include in such registration statement the Registrable Securities specified exclude in such Piggyback Notice. The Company shall Registration: (i) first, securities held by any Person who does not have the right any contractual rights to designate the managing underwriter(s) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by cause the Company to each Requesting Piggyback Holder andregister such securities; (ii) second, thereuponsecurities held by any Person with such contractual rights other than those granted under this Agreement or that certain Fifth Amended and Restated Registration Rights Agreement, in dated as of October 2, 2019, by and among the case of a withdrawal by Company and the Registering Shareholders or a determination not to register stockholders party thereto (the “Fifth A&R RRA”); (iii) third, any registered for primary issue securities held by the Company; (iv) fourth, shall be relieved of its obligation to register any Registrable Securities pro rata among the holders thereof on the basis of the respective number of Registrable Securities requested to be included in connection such registration; and (v) fifth, securities held by any Person with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected contractual rights pursuant to Section 2.1the Fifth A&R RRA.
Appears in 1 contract
Piggyback Registrations. (a) If at any time after the occurrence of a Qualified IPO, the Company proposes or agrees to register for sale under the Securities Act any of its equity securities (other than securities registered a registration on Form S-4 or Form S-8 S-8, or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"or similar forms), then or any shares pursuant to a Demand Registration under Section 3.1(b), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act and in an underwritten offering, the Company will each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, time promptly give written notice thereof to each Holder of all Purchasers who beneficially own any Registrable Securities (which shall include a list of its intention to do so, of the jurisdictions in which registration form of the SEC that has been selected by the Company intends to attempt to qualify and of such securitiesholders' rights under this Section 3.1 (the "PIGGYBACK NOTICE"). IfThe Company will use its best efforts to include, and to cause the underwriter or underwriters to include, in the proposed offering, on the same terms and conditions as the securities of the Company included in such offering, all Registrable Securities that the Company has been requested in writing, within 30 Days fifteen (15) calendar days after the Piggyback Notice is given, to register by the Purchasers thereof (each such registration pursuant to this Section 3.1(a) , a "PIGGYBACK REGISTRATION"); provided, however, that (i) if, at any time after giving a Piggyback Notice and prior to the effective date of the receipt by the Holders of any registration statement filed in connection with such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereofregistration, the Company shall include in such registration statement the Registrable Securities specified in such Piggyback Notice. The Company shall have the right to designate the managing underwriter(s) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines determine for any reason either not to register any such equity securities or to delay registration (or, in the case of such securitiesa Demand Registration where the Initiating Holder(s) (as defined below), so determine(s)), the Company may, at its electionelection (or, in the case of a Demand Registration, where the Initiating Holder(s) so determine(s), the Company shall), give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder all Purchasers who beneficially own any Registrable Securities and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration. No , and (ii) in case of a determination by the Company to delay registration effected under this Section 2.2 of its equity securities (or, in the case of a Demand Registration, if the Initiating Holder(s) so determine(s), the Company shall be permitted to (or, in the case of a Demand Registration where the Initiating Holder(s), so determine(s), the Company shall) delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities (provided that clauses (i) and (ii) shall not relieve the Company of its obligations to effect under Section 3.1(b). In the case of any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected of Registrable Securities in an underwritten offering pursuant to this Section 2.13.1(b), all Shareholders proposing to distribute their securities pursuant to this Section 3.1(b) shall, at the request of the Company (or, in the case of a Demand Registration, at the request of the Initiating Holder(s)), enter into an agreement in customary form with the underwriter or underwriters.
Appears in 1 contract
Samples: Investor's Rights Agreement (Wj Communications Inc)
Piggyback Registrations. (a) If at any time the The Company proposes or agrees to register any of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder shall notify all Holders of Registrable Securities in writing at least thirty (which shall include 30) days prior to the filing of any registration statement under the Securities Act for purposes of a list public offering of securities of the jurisdictions in which the Company intends (including, but not limited to, registration statements relating to attempt to qualify such securities). If, within 30 Days secondary offerings of securities of the receipt by the Holders of any Company, but excluding registration statements relating to employee benefit plans and corporate reorganizations) and will afford each such written notice, any Holder (each a "Requesting Piggyback Holder") delivers an opportunity to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement all or part of such Registrable Securities of such Holder. Each Holder desiring to include in any such registration statement all or any part of such Holder's Registrable Securities shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities specified by such Holder. If a Holder of Registrable Securities decides not to include all of such Holder's Registrable Securities in any registration statement thereafter filed by the Company, such Piggyback Notice. The Company Holder shall nevertheless continue to have the right to designate include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the managing underwriter(s) Company with respect to offerings of any such offeringits securities, subject to all upon the consent of the Registering Shareholders terms and the Requesting Piggyback Holders, which consents shall not be unreasonably withheldconditions set forth herein.
(b) If, at any time prior to If the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or under which the Company determines gives notice under this Section 7.2 is for any reason either not to register any securities or to delay registration of such securitiesan underwritten offering, the Company mayshall so advise the Holders of Registrable Securities. In such event, at its election, give written notice the right of any such Holder to be included in a registration pursuant to this Section 7.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Holder's Registrable Securities in connection the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such registrationunderwriting. No registration effected under Notwithstanding any other provisions of this Section 2.2 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 relieve be allocated, first, to the Company Company; and second, to the Holders and any other selling shareholders on a pro rata basis based on the total number of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1securities held by such Holders and other selling shareholders.
Appears in 1 contract
Samples: Note Purchase Agreement (Endocardial Solutions Inc)
Piggyback Registrations. (a) If at any time after 180 days from the date of this Agreement the Company proposes to file a registration statement covering proposed sales by it or agrees to register any of its securities shareholders of shares of its capital stock in a manner which would permit registration of shares of common stock for sale to the public (other than securities registered a registration statement (i) covering only shares issuable upon (a) the exercise of employee stock options or pur- suant to an employee stock purchase, dividend reinvestment or similar plan, or (b) the exercise of a convertible security other than the Options, or (ii) under a Registration Statement filed on Form S-4 or Form S-8 or any successor forms theretosimilar form under the Act or (iii) for the account of any Shareholder (each a "Registering Shareholder"pursuant to Section 2, below), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, will give written prompt notice thereof to each Holder of Registrable Securities such proposed registration (which notice shall describe the proposed filing date and the date by which the registration rights granted pursuant to this Section 1 must be exercised, the nature and method of any such sale or disposition of securities and shall include a list listing of the jurisdictions jurisdictions, if any, in which the Company intends proposes to attempt to register or qualify the securities under the applicable state securities or "Blue Sky" laws of such securitiesjurisdictions). If, At the request of any Holder given within 30 Days of thirty (30) calendar days after the receipt of such notice by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers which request shall specify the number of shares such Holder requests to the Company a Piggyback Notice, subject to Section 2.4 hereofbe included in such registration), the Company shall include will use its best efforts to cause all shares as to which registration has been requested by such Holder to be included in such registration statement for sale or disposition in accordance with the Registrable Securities specified method described in the initial notice given to such Piggyback Notice. The Company shall have the right to designate the managing underwriter(s) of any such offering, Holder and subject to the consent same terms and conditions as the other shares of the Registering Shareholders capital stock being sold, and the Requesting Piggyback Holders, which consents thereafter shall not be unreasonably withheld.
(b) If, at any time prior to the filing of a cause such registration statement in connection with a registration described in Section 2.2(a) aboveto be filed and become effective; provided, the Registering Shareholders withdraw their request for registration or however, that the Company determines shall be permitted to (A) withdraw the registration statement for any reason either not to register any securities or to delay registration of such securities, in its sole and exclusive discretion and upon the Company may, at its election, give written notice of such withdrawal by decision to the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, Holders shall be relieved of all of its obligation to register any Registrable Securities in connection with such registration. No registration effected obligations under this Section 2.2 1 with respect to that particular registration; or (B) exclude all or any portion of the shares sought to be registered by the Holders from such registration statement if the offering of the shares is an underwritten offering and to the extent that, in the judgment of the managing underwriter of the offering, the inclusion of such shares would be materially detrimental to the offering of the remaining shares of capital stock, or such delay is necessary in light of market conditions. Any shares sought to be registered by a Holder so excluded from a registration statement shall relieve be excluded pro rata based on the Company total number of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1shares of capital stock being sold by all selling security holders (other than the Company).
Appears in 1 contract
Samples: Registration Rights Agreement (Ion Laser Technology Inc)
Piggyback Registrations. (a) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company proposes shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or agrees to register the account of others under the Securities Act of any of its securities (equity securities, other than securities registered on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any successor forms thereto) for the account acquisition of any Shareholder (each a "Registering Shareholder")entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof shall send to each Holder a written notice of Registrable Securities such determination and, if within fifteen (which shall include a list 15) days after the date of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any such Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereofshall so request in writing, the Company shall include in such registration statement the all or any part of such Registrable Securities specified in such Piggyback Notice. The Company shall have the right Holder requests to designate the managing underwriter(s) of any such offeringbe registered, subject to the consent customary underwriter cutbacks applicable to all holders of the Registering Shareholders and the Requesting Piggyback Holders"piggyback" registration rights; provided, which consents shall not be unreasonably withheld.
however, that (bi) Ifif, at any time after giving written notice of is intention to register any securities and prior to the filing effective date of a the registration statement filed in connection with a registration described in Section 2.2(a) abovesuch registration, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of proceed with such securitiesregistration, the Company may, at its election, give given written notice of such withdrawal by determination to the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder Holders and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall will be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve , and (ii) in case of a determination by the Company to delay registration of its obligations securities, the Company will be permitted to effect any delay the registration upon request under of Registrable Securities for the same period as the delay in registering such other securities. Notwithstanding the foregoing, nothing in this paragraph (e) shall permit the Company to file a registration statement in contravention of the restrictions in Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1.6(b)
Appears in 1 contract
Piggyback Registrations. (a) If at any time the The Company proposes or agrees to register any of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder shall notify all Holders of Registrable Securities in writing at least fifteen (which shall include 15) days prior to the filing of any registration statement under the Securities Act for purposes of a list public offering of securities of the jurisdictions in which the Company intends (including, but not limited to, registration statements relating to attempt to qualify such securities). If, within 30 Days secondary offerings of securities of the receipt by 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) and will afford each such Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers an opportunity to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement the up to a total of twenty (20%) of such Registrable Securities specified then outstanding. Each Holder desiring to include in any such registration statement Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Should the Holders who respond to the Company's notice desire to register, in the aggregate, more than twenty percent (20%) of Registrable Securities then outstanding, the total number of Registrable Securities to be registered shall be reduced to twenty (20%) and divided between the Holders on a pro rata basis. If a Holder decides not or is not permitted to include all of its Registrable Securities in any registration statement hereafter filed by the Company, such Holder shall nevertheless continue to have the right to include up to a total of twenty percent (20%) of Holder's Registrable Securities then outstanding 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. All Holders distributing their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. 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, first. to the Company; second, to the Holder; and third, to any shareholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall reduce the amount of securities of the Holder included in the registration below ten percent (10%) of the total amount of securities included in such Piggyback Noticeregistration. The Company shall have the right to designate the managing underwriter(s) of terminate or withdraw any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal initiated by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected it under this Section 2.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall relieve be borne by the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1Company.
Appears in 1 contract
Samples: Registration Rights Agreement (Sundog Technologies Inc)
Piggyback Registrations. (a) If The Company shall notify all Holders in writing at least thirty (30) days prior to the filing of any time registration statement under the Securities Act for purposes of a public offering of securities of the Company proposes or agrees (including, but not limited to, registration statements relating to register any secondary offerings of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms theretoof the Company, but excluding registration statements relating to the Initial Offering, employee benefit plans and corporate reorganizations) for the account of any Shareholder (each a "Registering Shareholder"), then in and will afford each such case the Company shall, not later than five Days after deciding or agreeing Holder who would have been unable to register sell all of such shares, give written notice thereof to each Holder of Registrable Securities (which shall include a list on an unrestricted basis pursuant to Rule 144 promulgated under the Securities Act, during the four-week period immediately preceding the effective date of the jurisdictions in which the Company intends registration statement, an opportunity to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities specified held by it shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Piggyback NoticeHolder. The Company 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 designate include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the managing underwriter(s) Company with respect to offerings of any such offeringits securities, subject all upon the terms and conditions set forth herein. Notwithstanding anything to the consent contrary, the foregoing shall not apply to any registrations occurring on or after the fifth anniversary of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheldInitial Offering.
(b) If, at any time prior to If the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or under which the Company determines gives notice under this Section 2.3 is for any reason either not to register any securities or to delay registration of such securitiesan underwritten offering, the Company mayshall so advise the Holders. In such event, at its election, give written notice the right of any such Holder to be included in a registration pursuant to this Section 2.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Holder's Registrable Securities in connection the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such registrationunderwriting. No registration effected under this Section 2.2 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 relieve be allocated, first, to the Company; second, to the holders of shares of the Company's Series A, Series B, Series C, Series D and Series E Preferred stock allocated pro rata on the basis of the total number of shares of Common Stock into which the shares of Series A, Series B, Series C, Series D and Series E Preferred Stock are convertible; third to the 7,500 shares of Common Stock par value $0.001 per share held by a designee of NationsBank, N.A.; and fourth to any stockholder of the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1.(other than a
Appears in 1 contract
Samples: Convertible Debenture Purchase Agreement (Air South Airlines Inc)
Piggyback Registrations. (a) If at any Each time the Company Partnership proposes or agrees to register any of its equity securities (other than securities registered on Form S-4 or Form S-8 or any successor forms theretopursuant to an Excluded Registration) under the Securities Act for sale to the account public and the form of any Shareholder registration statement to be used (each including a "Registering Shareholder")Shelf Registration Statement) permits the registration of Registrable Securities, then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, Partnership shall give prompt written notice thereof (a “Piggyback Registration Notice”) to each Holder of Registrable Securities (which notice shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 be given not less than (i) five Business Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers prior to the Company a Piggyback Noticeanticipated filing date or (ii) three Business Days in the case of an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal”), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities in such registration statement, subject to the limitations contained in Section 2.4 2.2(b) hereof. Each Holder who desires to have its or his Registrable Securities included in such registration statement shall so advise the Partnership in writing (stating the number of Registrable Securities desired to be registered) within three Business Days (or one Business Day in the case of an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal”) after the date of such notice from the Partnership. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2(a) by giving written notice to the Partnership of such withdrawal. Subject to Section 2.2(b) below, the Company Partnership shall include in such registration statement the all such Registrable Securities specified in such Piggyback Notice. The Company shall have so requested to be included therein; provided, however, that the right to designate the managing underwriter(s) of Partnership may at any time withdraw or cease proceeding with any such offering, subject registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheldregistered.
(b) If, at With respect to any time prior registration pursuant to the filing of a registration statement in connection with a registration described in Section 2.2(a), if the managing underwriter(s) aboveadvise the Partnership that the inclusion of the amount of securities (including Registrable Securities) requested to be included in the Registration Statement will materially and adversely affect the pricing of the offering, the Registering Shareholders withdraw their request for registration or Partnership shall so advise all Holders of Registrable Securities and the Company determines for any reason either not to register any Existing Holders which would otherwise be underwritten pursuant hereto, and the amount of securities or to delay registration of such securities, that may be included in the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, Registration Statement shall be allocated: (i) in the case of a withdrawal registration for the account of the Partnership, (a) first, to include the securities the Partnership proposes to register, (b) second, among the participating Holders and participating Existing Holders as nearly as possible on a pro rata basis based on the total amount of Registrable Securities requested by such Holders and Registrable Securities (as defined in the Registering Shareholders Existing Registration Rights Agreements) requested by such Existing Holders to be included in such underwriting, and (c) third, among any other Persons pursuant to contractual registration rights on as nearly as possible on a pro rata basis, and (ii) in the case of a registration for the account of the Existing Holders or any other Persons pursuant to contractual registration rights, (a) first, among the participating Existing Holders as nearly as possible on a determination pro rata basis based on the total amount of Registrable Securities (as defined in the Existing Registration Rights Agreements) requested by such Existing Holders to be included in such underwriting, (b) second, among the participating Holders as nearly as possible on a pro rata basis based on the total amount of Registrable Securities requested by such Holders to be included in such underwriting, (c) third, to include the securities the Partnership proposes to register, if at all, and (d) fourth, among any such other Persons pursuant to contractual registration rights as nearly as possible on a pro rata basis. If, as a result of the provisions of this Section 2.2(b), any Holder shall not be entitled to register by the Company, shall be relieved of its obligation to register any include all Registrable Securities in connection with a registration that such registrationHolder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Registration Statement. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect Person may participate in any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected Registration Statement pursuant to Section 2.12.2(a) unless such Person (i) agrees to sell such person’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Partnership and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Person shall be required to (A) make any representations or warranties in connection with any such registration other than representations and warranties as to (1) such Person’s ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims and encumbrances, (2) such Person’s power and authority to effect such transfer and (3) such matters pertaining to compliance with securities laws as may be reasonably requested or (B) undertake any indemnification obligations to the Partnership or the underwriters with respect thereto except as otherwise provided in Section 2.7.
(c) Any Holder of Registrable Securities may deliver written notice (an “Opt-Out Notice”) to the Partnership requesting that such Holder of Registrable Securities not receive from the Partnership any Piggyback Registration Notice; provided, however, that such Holder of Registrable Securities may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a holder of Registrable Securities (unless subsequently revoked), the Partnership shall not deliver any notice to such Holder of Registrable Securities pursuant to Section 2.2(a) and such Holder of Registrable Securities shall no longer be entitled to participate in any registration or offering pursuant to Section 2.2(a).
Appears in 1 contract
Samples: Registration Rights Agreement (Kimbell Royalty Partners, LP)
Piggyback Registrations. (a) If the Company at any time the Company proposes or agrees to register file a Registration Statement with respect to any offering of its securities for its own account or for the account of other Persons (other than securities registered (A) a Registration under Section 2.1 hereof, (B) a Registration on Form S-4 F-4 or Form S-8 or any successor forms theretoform to such forms, or (C) for the account as part of any Shareholder (each a "Registering Shareholder"Registration of securities for offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, shall give written notice thereof as soon as practicable, but in no event less than sixty (60) days prior to each Holder the proposed date of filing of such Registration Statement, to all Holders of Registrable Securities (which and such notice shall include a list of the jurisdictions in which the Company intends offer to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to Registrable Securities the Company a Piggyback Noticeopportunity, subject to Section 2.4 hereof2.2(b), to Register under such Registration Statement such number of Registrable Securities as such Holders may request (a "Piggyback Registration"), Within twenty-one (21) days after receipt of such notice, the Holders of Registrable Securities shall, subject to Section 2.2(b), have the right by notifying the Company in writing to require the Company to include in such Registration Statement such number of Registrable Securities as such Holder may request (including Registrable Securities Beneficially Owned by the Holder's Affiliates). Unless HTIHL has elected to participate in such Piggyback Registration, nothing in this Section 2.2 shall give Orascom the right to participate in a Piggyback Registration at any time when any amount remains payable by it under the Promissory Note or by the Parent under the terms of the Parent Guarantee. If the offering pursuant to such Registration Statement is to be an Underwritten Offering, then the Company shall include in make such registration statement arrangements with the Managing Underwriter so that the Holders of Registrable Securities specified in such Piggyback Notice. The Company shall have the right to designate the managing underwriter(s) of any such offeringand/or their Affiliates may participate, subject to Section 2.2(b), in such Underwritten Offering on the consent of same terms as the Registering Shareholders Company and the Requesting Piggyback Holdersother Persons selling securities in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, which consents shall not be unreasonably withheldthen the Company will make such arrangements so that each Holder may participate, subject to Section 2.2(b), in such offering on such basis.
(b) IfNotwithstanding Section 2.2(a), if at any time prior the Managing Underwriter of any proposed Underwritten Offering (or, in the case of an offering which is not underwritten, the Company) informs the Holders of such class of Registrable Securities that, in its opinion, the total number of Company Securities of such class proposed to be sold in such offering (including the total number of Registrable Securities that the Holders (including any Registrable Securities of their Affiliates) have requested to be sold in such offering and the total number of Company Securities requested to be included by any other selling shareholder entitled to sell Company Securities in such offering) exceeds the maximum number of Company Securities which the Managing Underwriter (or the Company, as the case may be) believes may be sold without materially adversely affecting the price, timing or distribution of the offering, the number of Registrable Securities of such class that, in the opinion of such Managing Underwriter (or, in the case of an offering which is not underwritten, the Company), can be included without having such an adverse effect shall be allocated as follows:
(i) first, 100% of the securities that the Company has proposed to sell;
(ii) second, and only if all the securities referenced in clause (i) have been included, pro rata among the Holders which have requested participation in the Piggyback Registration (based for each such Holder, on the percentage derived by dividing (x) the number of Registrable Securities of such class which such Holder has requested to include in such Piggyback Registration by (y) the aggregate number of Registrable Securities of such class which all such Holders have requested to include); and
(iii) third, and only if all the Registrable Securities referenced in clauses (i) and (ii) have been included, any other securities eligible for inclusion in such Registration.
(c) Prior to the filing effective date of a registration statement in connection with a registration Registration Statement relating to an offering described in under this Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities2.2, the Company may, at its election, give written notice to each Holder of Registrable Securities of its intention to postpone or withdraw any such withdrawal by Registration Statement without obligation to such Holders. Each Holder of Registrable Securities and/or its Affiliates shall be permitted to withdraw all or part of their Registrable Securities from such Registration at any time prior to the Registering Shareholders or determination effective date thereof. All Registration expenses of the Holders and/or their Affiliates (other than customary underwriting and broker commissions) shall be paid by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal any and all Registrations governed by this Section 2.2.
(d) If the Registering Shareholders or a determination not Company at any time proposes to register by offer any securities of the Company, shall be relieved of its obligation to register same class as any Registrable Securities for its own account or for the account of any holders of its securities (y) to an underwriter or underwriters on a firm commitment basis for re-offering to the public in connection any Alternative Listing Jurisdiction, or (z) in an offering in any Alternative Listing Jurisdiction in which an underwriter or underwriters commit to acquire such securities if and to the extent not acquired by third parties, then in such event, to the fullest extent possible under applicable Law, the Holders of Registrable Securities shall have with respect to such registration. No registration effected under this Section 2.2 shall relieve offering in such Alternative Listing Jurisdiction participation rights as against the Company and the underwriter(s) equivalent to the rights the Holders would enjoy in respect of its obligations a Piggyback Registration hereunder. Notwithstanding the foregoing, the Company shall not apply to effect admit to trading on a regulated market within the European Union or offer to the public within the European Union any registration upon request under Section 2.1, nor shall any registration hereunder equity or debt securities of the Company without obtaining the prior written consent of the Shareholders (such consent not to be deemed to have been effected pursuant to Section 2.1unreasonably withheld).
Appears in 1 contract
Samples: Registration Rights Agreement (Orascom Telecom Holding S.A.E.)
Piggyback Registrations. (a) If at any time the The Company proposes or agrees to register any of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder shall notify all Holders of Registrable Securities in writing at least thirty (which shall include 30) days prior to the filing of any registration statement under the Securities Act for purposes of a list public offering of securities of the jurisdictions in which the Company intends (including, but not limited to, registration statements relating to attempt to qualify such securities). If, within 30 Days secondary offerings of securities of the receipt by Company, but excluding registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Holders of any Securities Act) and will afford each such written notice, any Holder (each a "Requesting Piggyback Holder") delivers an opportunity to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities specified held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. 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 such 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.
a. If the registration statement under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.3 shall be conditioned upon such Holder's participation in such Piggyback Noticeunderwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this 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, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any shareholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall reduce the securities being offered by the Company for its own account to be included in the registration and underwriting, and in no event shall the amount of securities of the selling Holders included in the registration be reduced below twenty percent (20%) of the total amount of securities requested by the selling Holders to be included in such registration, unless such offering is the Initial Offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. In no event will shares of any other selling shareholder be included in such registration which would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than two-thirds (66 2/3%) of the Registrable Securities proposed to be sold in the offering.
b. The Company shall have the right to designate the managing underwriter(s) of terminate or withdraw any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at registration initiated or withdraw any time registration initiated by it under this Section 2.3 prior to the filing of a effectiveness such registration statement whether or not any Holder has elected to include securities in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration such registration. The Registration Expenses of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination withdrawn registration shall be borne by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection accordance with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.12.5 hereof.
Appears in 1 contract
Piggyback Registrations. (a) If at any time after the Company expiration of 180 days after the consummation of the Merger, Buyer proposes or agrees to register any of its securities the Buyer Common Stock under the Securities Act and the registration form to be used can be used to register the resale of the Common Stock (other than securities registered a registration statement (A) on Form S-4 or Form S-8 or any successor forms theretoform relating to securities issuable pursuant to any benefit plan or (B) on Form S-4, or any successor form to each such form relating to an exchange offer or relating to a transaction pursuant to Rule 145 of the Act), Buyer shall promptly give the Shareholders written notice of such determination to effect such a registration not later than twenty (20) business days prior to the anticipated date of filing with the Securities and Exchange Commission (the "Commission") of the registration statement. Upon the written request of either of the Shareholders given within fifteen (15) days after mailing of any such notice by Buyer, as part of the registration to which such notice relates, Buyer shall use its best efforts to cause to be registered under the Securities Act all of the shares of Buyer Common Stock to be received by the Shareholders in the Merger (the "Registrable Securities") that the Shareholders have requested to be registered. Each Shareholder shall be entitled to participate in two "piggyback" registrations of the Registrable Securities pursuant to this Section. A registration will not count as a permitted registration until it has become effective and the shares of Buyer Common Stock requested by the Shareholder to be included in the registration statement have been sold pursuant to the registration statement.
(b) If the registration of which Buyer gives notice is for a registered public offering involving an underwriting, then Buyer shall so advise the Shareholders as a part of such written notice. In such event, the right of the Shareholders to registration pursuant to this Section shall be conditioned upon the Shareholders' agreeing to participate in such underwriting upon the terms and conditions as shall be negotiated by Buyer, and the inclusion of the Registrable Securities in the underwriting to the extent provided herein. The Shareholders proposing to distribute securities through such underwriting shall (together with Buyer) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Buyer. Notwithstanding any other provisions of this Section, if the underwriter determines in writing, in its sole and absolute discretion, that marketing factors require a limitation of the number of shares to be underwritten, then the underwriter may exclude some or all Registrable Securities from such registration and underwriting in accordance with the provisions of this Section; provided, however, that if any securities are being offered for the account of any Shareholder (each a "Registering Shareholder")holder of Buyer's securities other than the Shareholders, then the reduction in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder number of Registrable Securities (which included in such registration shall include not represent a list greater percentage of the jurisdictions amount of Registrable Securities originally requested to be registered and sold in such registration than the lowest percentage reduction imposed upon any holder of Buyer's securities other than the Shareholders. Buyer shall so advise the Shareholders distributing securities through such underwriting, and the number of Registrable Securities that may be included in the registration and underwriting on behalf of the Shareholders shall be allocated among the Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which the Company intends Shareholders requested to attempt to qualify such securities)be included in the registration. If, within 30 Days If the Shareholders disapprove of the receipt by the Holders terms of any such underwriting, then the Shareholders may elect to withdraw therefrom by written noticenotice to Buyer and the underwriter. Any securities so excluded or withdrawn from such underwriting shall be withdrawn from such registration.
(c) Notwithstanding anything contained herein to the contrary, a Shareholder shall not be entitled to request registration of his Registrable Securities to the extent that Buyer shall have received an opinion of counsel reasonably acceptable to Buyer that such shares may be resold without registration under Rule 144 under the Securities Act (or any successor rule) or an applicable exemption from registration under the Act.
(d) In the case of any registration effected pursuant to this Section, any Holder additional registration and qualification fees and expenses, and any additional costs (each other than underwriters discounts and commissions and the fees and disbursements of counsel for the Shareholders) that result from the inclusion of securities held by the Shareholders participating in the registration shall be borne by Buyer.
(e) It shall be a "Requesting Piggyback Holder") delivers condition precedent to the Company a Piggyback Noticeobligations of Buyer to take any action pursuant to this Section that the Shareholders shall furnish to Buyer such information regarding them, subject to Section 2.4 hereof, the Company shall include in such registration statement the Registrable Securities specified in such Piggyback Notice. The Company shall have the right to designate the managing underwriter(s) of any such offering, subject to the consent of the Registering Shareholders held by them and the Requesting Piggyback Holders, which consents intended method of disposition of such securities as Buyer shall not reasonably request and as shall be unreasonably withheld.
(b) If, at any time prior to the filing of a registration statement required in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not action to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal be taken by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1Buyer.
Appears in 1 contract
Piggyback Registrations. (ai) If at any time the Company proposes or agrees to register any of its securities under the Securities Act for sale for cash (other otherwise than in connection with the registration of securities registered on Form S-4 issuable pursuant to an employee or Form S-8 director stock option, stock purchase or any successor forms thereto) for the account of any Shareholder (each 14 13 similar plan or pursuant to a "Registering Shareholder")merger, then in each such case the Company shall, not later than five Days after deciding exchange offer or agreeing to register such shares, give written notice thereof to each Holder of Registrable Securities (which shall include a list transaction of the jurisdictions type specified in which Rule 145(a) under the Company intends to attempt to qualify such securitiesSecurities Act). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in give Seller written notice of such proposed registration statement the Registrable Securities specified in such Piggyback Notice. The Company shall have the right to designate the managing underwriter(s) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time least 30 days prior to the filing of a registration statement. At the written request of Seller delivered to the Company within 20 days after the receipt of the notice from the Company, which request shall state the number of Registration Shares that Seller wishes to sell or distribute publicly under the registration statement proposed to be filed by the Company, the Company shall use its best efforts to include such Registration Shares in connection with such registration of securities (the "Piggyback Registration").
(ii) If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters thereof advise the Company in writing that in their opinion the number of securities requested to be included in the registration exceeds the number which can be sold in the offering, the Company shall include in the registration as many shares as practicable in the determination of the underwriter, and the number of Registration Shares and other securities that may be included in such registration and underwriting shall be allocated among all holders in proportion as nearly as practicable to the respective amounts of securities such holders are entitled to include in such registration pursuant to this Section 7 and to similar registration rights in such registration held by all such holders at the time of filing of such registration statement.
(iii) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities who have demand registration rights and the managing underwriters thereof advise the Company in writing that in their opinion the number of securities requested to be included in the registration exceeds the number which can be sold in the offering, the Company shall include in the registration:
(A) first, that portion of the Registration Shares that Seller proposes to sell representing 25% of such offering;
(B) second, the securities of the holders of the Company's securities who have exercised their demand registration rights; and
(C) third, the securities any other security holders of the Company (including any additional Registration Shares Seller desires to sell) propose to sell in proportion to the number of securities each proposes to sell. In the event the Company subsequently desires to participate in such a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company mayshall include in the registration:
(D) first, at its election, give written notice that portion of the Registration Shares Sellers proposes to sell representing 25% of such withdrawal by offering;
(E) (F) third, the Registering Shareholders or determination by securities the Company to each Requesting Piggyback Holder and, thereupon, in the case and any other security holders of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve the Company propose to sell (including any additional Registration Shares Seller desires to sell) in proportion to the number of its obligations shares each proposes to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1sell.
Appears in 1 contract
Samples: Stock Purchase and Registration Rights Agreement (Silicon Valley Group Inc)
Piggyback Registrations. The Company shall notify CBS in writing at least thirty (a30) If at days prior to filing any time registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company proposes or agrees (including registration statements relating to register any secondary offerings of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding but excluding registration statements relating to offerings of securities pursuant to any employee benefit plan or agreeing a corporate reorganization) and will afford CBS an opportunity to register such shares, give written notice thereof to each Holder of Registrable Securities (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement all or any part of the Registrable Securities specified then held by CBS. If CBS desires to include in any such registration statement all or any part of the Registrable Securities then held by it, CBS shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such Piggyback Noticenotice shall inform the Company of the number of Registrable Securities CBS wishes to include in such registration statement. The Company If CBS decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, CBS shall nevertheless continue to have the right to designate 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. If a registration statement under which the Company gives notice under this Section 3.3 is for an underwritten offering, then the Company shall so advise CBS. In such event, the right of CBS to have any of its Registrable Securities included in a registration pursuant to this Section 3.3 shall be conditioned upon CBS's participation in such underwriting and the inclusion of CBS's Registrable Securities in the underwriting to the extent provided herein. CBS and any other stockholders proposing to distribute their Company securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, FIRST, to the Company, SECOND, to the Preferred Stock Holders, if and to the extent such Preferred Stock Holders have exercised their registration rights granted under the Investors' Rights Agreement, and THIRD, if and only to the extent that the inclusion of such Registrable Securities will not reduce the amount of the shares that the Preferred Stock Holders may include in such registration and underwriting, to CBS; PROVIDED, HOWEVER, that the managing underwriter(s) shall have the absolute right and discretion to exclude from a registration and underwriting relating to the Company's initial public offering any and all of the Registrable Securities. If CBS disapproves of the terms of any such offeringunderwriting, subject CBS may elect to withdraw therefrom by written notice to the consent of the Registering Shareholders Company and the Requesting Piggyback Holdersunderwriter(s), which consents shall not be unreasonably withheld.
delivered at least ten (b10) If, at any time business days prior to the filing effective date of a the registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration statement. Any Registrable Securities excluded or the Company determines for any reason either not to register any securities or to delay registration of withdrawn from such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, underwriting shall be relieved of its obligation to register any Registrable Securities in connection with such excluded and withdrawn from the registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1.
Appears in 1 contract
Samples: Branding and Content Agreement (Sportsline Usa Inc)
Piggyback Registrations. (a) If at any Each time the Company proposes or agrees to register any of its equity securities (other than securities registered on Form S-4 or Form S-8 or any successor forms theretopursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shallor the account of any securityholder of the Company) and the form of registration statement to be used permits the registration of Registrable Shares, not later than five Days after deciding or agreeing to register such shares, the Company shall give prompt written notice thereof to each Holder of Registrable Securities Shares (which notice shall include a list be given not less than 15 Business Days prior to the initial filing date of the jurisdictions in which Company's registration statement, or if such notice period is not practicable under the circumstances, the Company intends shall use reasonable best efforts to attempt provide the maximum prior written notice as is reasonably practicable under the circumstances), which notice shall offer each such Holder the opportunity to qualify include any or all of its or his Registrable Shares in such securitiesregistration statement, subject to the limitations contained in Section 2.2(b) and Section 2.2(c) hereof; provided, however, that if a Holder requests the inclusion of Registrable Shares that are Non-Voting Common Stock ("Non-Voting Registrable Shares") in any such registration of an underwritten offering, such Non-Voting Registrable Shares will not be included in the registration in the event that the managing underwriter advises the Company in its reasonable opinion that inclusion of the Non-Voting Registrable Shares will have a Material Adverse Effect on such offering. Each Holder who desires to have its or his Registrable Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within 10 Business Days after the date of such notice from the Company (or such shorter period if the Company provides less than 15 Business Days notice as described in the parenthetical above). If, within 30 Days Any Holder shall have the right to withdraw such Holder's request for inclusion of the receipt such Holder's Registrable Shares in any registration statement pursuant to this Section 2.2(a) by the Holders of any such giving written notice, any Holder (each a "Requesting Piggyback Holder") delivers notice to the Company a Piggyback Notice, subject of such withdrawal prior to the effectiveness of such registration statement. Subject to Section 2.4 hereof2.2(b) and Section 2.2(c) below, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Registrable Securities specified in such Piggyback Notice. The Company shall have the right to designate the managing underwriter(s) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, may at any time prior to withdraw or cease proceeding with any such registration if it shall at the filing of a registration statement in connection same time withdraw or cease proceeding with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company all other equity securities originally proposed to each Requesting Piggyback Holder and, thereupon, be registered. The Holder's right to participate in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, any piggyback registration shall be relieved of its obligation to register any Registrable Securities conditioned on the Holder entering into an underwriting agreement in connection customary form and acting in accordance with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1terms and conditions thereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Harbinger Capital Partners Master Fund I, Ltd.)
Piggyback Registrations. (a) If at any time the The Company proposes or agrees to register any of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder shall notify all Holders of Registrable Securities in writing at least thirty (which shall include 30) days prior to filing any registration statement under the Securities Act for purposes of effecting a list public offering of securities of the jurisdictions in which the Company intends (including, but not limited to, registration statements relating to attempt to qualify such securities). If, within 30 Days secondary offerings of securities of the receipt by the Holders Company, but excluding registration statements relating to any registration under Section 2.2 or 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization) and will afford each such written notice, any Holder (each a "Requesting Piggyback Holder") delivers an opportunity to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement all or any part of the Registrable Securities specified then held by such Holder together with the holders of any other securities of the Company entitled to inclusion in such Piggyback Noticeregistration, on a pro-rata basis. The Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to inched in such registration statement. If a Holder decides not to request 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 designate the managing underwriter(s) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register include any Registrable Securities in connection any subsequent registration statement or registration statements as may be filed by the Company with such registrationrespect to offerings of its securities, all upon the terms and conditions set forth herein. No Notwithstanding the foregoing, the registration rights granted to the Investors in this Section 2.3 shall not be applicable with respect to any registrations effected under this that certain Registration Rights Agreement dated as of November 25, 1996, by and between Excite, AOL and AOL Ventures, Inc."
4. Subsections (b)(2) and (3) of Section 2.2 2.4 shall relieve the Company of its obligations be amended to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1.read in their entirety as follows:
Appears in 1 contract
Piggyback Registrations. (a) If at any time the The Company proposes or agrees to register any of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder shall notify all Holders of Registrable Securities in writing at least thirty (which shall include 30) days prior to the filing of any registration statement under the Securities Act for purposes of a list public offering of securities of the jurisdictions in which the Company intends (including, but not limited to, registration statements relating to attempt to qualify such securities). If, within 30 Days secondary offerings of securities of the receipt by the Holders of any such written noticeCompany, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject but excluding registration statements pursuant to Section 2.4 hereof, 2.5 below or relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Company shall Securities Act) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities specified held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Piggyback NoticeHolder. The Company 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 designate the managing underwriter(s) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register include any Registrable Securities in connection 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. Notwithstanding any provision herein to the contrary, one hundred percent (100%) of the New Registrable Securities held by each Holder of New Registrable Securities, and each such registration. No registration effected under Holder's permitted transferees or assignees, shall not be included in the Registrable Securities for the purposes of this Section 2.2 shall relieve 2.3 until the Company date six (6) months from the date hereof and thereafter fifty percent (50%) of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1.the New Registrable Securities held by each Holder of New Registrable
Appears in 1 contract
Piggyback Registrations. (a) If The Company shall notify all Holders in writing at least thirty (30) days prior to the filing of any time registration statement under the Securities Act for purposes of a public offering of securities of the Company proposes or agrees (including, but not limited to, registration statements relating to register any secondary offerings of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms theretoof the Company, but excluding registration statements relating to the IPO, employee benefit plans and corporate reorganizations) for the account of any Shareholder (each a "Registering Shareholder"), then in and will afford each such case the Company shall, not later than five Days after deciding or agreeing Holder who would have been unable to register sell all of such shares, give written notice thereof to each Holder of Registrable Securities (which shall include a list on an unrestricted basis pursuant to Rule 144 promulgated under the Securities Act, during the four-week period immediately preceding the effective date of the jurisdictions in which the Company intends registration statement, an opportunity to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities specified held by it shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Piggyback NoticeHolder. The Company 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 designate include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the managing underwriter(s) Company with respect to offerings of any such offeringits securities, subject all upon the terms and conditions set forth herein. Notwithstanding anything to the consent contrary, the foregoing shall not apply to any registrations occurring on or after the fifth anniversary of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.IPO
(b) IfIf the registration statement under which the Company gives notice under this Section 5.3 is for an underwritten offering, at the Company shall so advise the Holders. In such event, the right of any time prior such Holder to be included in a registration pursuant to this Section 5.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the filing extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. 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, first, to the Company; second, to the parties to that certain Investor's Rights Agreement, by and among the Company and Hambxxxxx & Xuisx Xxxup, L.L.C. dated as of December 19, 1995 (as such agreement may be amended from time to time); third to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and fourth, to any stockholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall reduce the securities being offered by the Company for its own account to be included in the registration statement and underwriting, except that in no event shall the amount of securities of the selling Holders included in the registration be reduced below twenty percent (20%) of the total amount of securities included in such registration, unless such offering is the IPO and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. In no event will shares of any other selling stockholder be included in such registration which would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than fifty percent (50%) of the Registrable Securities proposed to be sold in the offering
(c) The Company shall bear all fees and expenses incurred in connection with a any registration described in under this Section 2.2(a) above5.3 (excluding underwriters' discounts and commissions and fees for counsel for the Holders, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal which shall be paid by the Registering Shareholders or determination by the Company selling Holders pro rata with respect to each Requesting Piggyback Holder andtheir included shares), thereuponincluding without limitation all registration, in the case filing, qualification, printers' and accounting fees, fees and disbursements of a withdrawal by the Registering Shareholders or a determination not counsel to register by the Company, and the reasonable fees and disbursements of a single counsel to the selling Holders (which counsel shall also be relieved of its obligation counsel to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve the Company unless counsel to the Company has a conflict of its obligations interest with respect to effect the representation of any registration upon request under Section 2.1, nor shall any registration hereunder be deemed selling Holder or the underwriters object to have been effected pursuant to Section 2.1the selling Holders representation by Company counsel).
Appears in 1 contract
Samples: Warrant Purchase Agreement (Air South Airlines Inc)
Piggyback Registrations. (a) If at On and after the closing of an underwritten initial public offering of the Common Stock, as long as the Holders hold any time Registrable Stock, if the Company proposes or agrees to register any of its common equity securities or any securities convertible into its common equity securities under the Securities Act whether or not for its own account (other than securities registered pursuant to (i) a registration on Form S-4 or Form S-8 or any successor forms theretoform, or (ii) an offering of securities in connection with an employee benefit, share dividend, share ownership or dividend reinvestment plan) and the registration form to be used may be used for the account registration of any Shareholder Registrable Stock, the Company shall give prompt written notice to all Holders (other than Xxxxxx, in which case: the Company will not give such prior notice and as a substitute for such notice will give Xxxxxx notice of the Registration promptly after 4:00 p.m. (New York City time) on the business day immediately preceding the "Filing Date" and Xxxxxx will have until 3:00 p.m. on the Filing Date to give the Company notice (which notice may be by telephone or e-mail) of the number of shares that it desires to include in the registration statement, subject to Section 3(b) and Section 3(c) below; provided, that, if the Company fails to file such registration statement by 9:00 a.m. (New York City time) on the day immediately following the proposed Filing Date, it will issue a press release conforming with Rule 135 under the Securities Act describing in detail such proposed Registration by 9:00 a.m. (New York City time) on the day following the proposed Filing Date) of its intention to effect such a registration (each a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder of Registrable Securities (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback HolderNotice") delivers to the Company a Piggyback Noticeand, subject to Section 2.4 hereofsubparagraph 3(c) below, the Company shall include in such registration statement all Registrable Stock with respect to which the Registrable Securities specified in such Company has received written requests for inclusion therein within ten days after the date of receipt of the Piggyback Notice, or in the case of Xxxxxx, by 1:00 p.m. on the Filing Date (a "Piggyback Registration"), unless, in the case of an underwritten Piggyback Registration, pursuant to Section 3(b) the managing underwriters advise the Company in writing that in their opinion, the inclusion of Registrable Stock would adversely interfere with such offering. The Company Nothing herein shall have affect the right of the Company to designate the managing underwriter(s) of withdraw any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheldregistration in its sole discretion.
(b) IfIf a Piggyback Registration is a primary underwritten registration initiated by the Company and the managing underwriters advise the Company in writing that, at any time prior in their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner within a price range acceptable to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securitiesCompany, the Company maywill include in such registration (i) first, at its electionthe securities the Company proposes to sell, give written notice of such withdrawal (ii) second, the securities requested to be included therein, if any, by the Registering Shareholders Holders and the Series AA Holders, pro rata among such Holders and Series AA Holders on the basis of the number of shares requested for inclusion by each such Holder or determination Series AA Holder, and (iii) third, any securities requested to be included in such Registration by any other holders that have piggyback rights, subject to reduction as provided in the agreements granting registration rights to such holders.
(c) If a Piggyback Registration is a secondary registration requested by other holders of the Company's securities and, if the Piggyback Registration is an underwritten Piggyback Registration and the managing underwriters advise the Company to each Requesting Piggyback Holder and, thereuponin writing that, in their opinion, the case number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a withdrawal by price range acceptable to the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with holders initially requesting such registration. No registration effected under this Section 2.2 shall relieve , the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1.will include in such registration
Appears in 1 contract
Samples: Registration Rights Agreement (Commvault Systems Inc)
Piggyback Registrations. (a) If at any time the The Company proposes or agrees to register any of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder shall notify all Financial Holders of Registrable Securities (which shall include and subsequent to the Initial Offering, all Strategic Holders of Registrable Securities) in writing at least thirty (30) days prior to the filing of any registration statement under the Securities Act for purposes of a list public offering of securities of the jurisdictions in which the Company intends (including, but not limited to, registration statements relating to attempt to qualify such securities). If, within 30 Days secondary offerings of securities of the receipt by Company, but excluding registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Holders of any Securities Act) and will afford each such written notice, any Financial Holder (each a "Requesting Piggyback Holder") delivers and subsequent to the Company a Piggyback NoticeInitial Offering, subject each such Strategic Holder) an opportunity to Section 2.4 hereof, the Company shall include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities specified held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Piggyback NoticeHolder. The Company 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 designate the managing underwriter(s) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register include any Registrable Securities in any subsequent such 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. Notwithstanding the foregoing, if, in connection with such registration. No registration effected the Initial Offering, any Financial Holder exercises its piggyback registrations rights under this Section 2.2 3.3, then each Strategic Investor shall relieve have the Company of same opportunity to include its obligations Registrable Securities in such Initial Offering pursuant to effect any registration upon request under this Section 2.1, nor 3.3 and shall any registration hereunder be deemed a "Holder" for the purposes of this Section 3.3; PROVIDED, HOWEVER, that if the number of Registrable Securities to have been effected pursuant to Section 2.1be included is reduced, the Registrable Securities held by the Strategic Investors shall be entirely excluded before any Registrable Securities held by Financial Investors are excluded.
Appears in 1 contract
Piggyback Registrations. (a) If at any time after the occurrence of a Qualified IPO, the Company proposes or agrees to register for sale under the Securities Act any of its equity securities (other than securities registered a registration on Form S-4 or Form S-8 S-8, or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"or similar forms), then or any shares pursuant to a Demand Registration under Section 3.1(b), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act and in an underwritten offering, the Company will each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, time promptly give written notice thereof to each Holder of all Purchasers who beneficially own any Registrable Securities (which shall include a list of its intention to do so, of the jurisdictions in which registration form of the SEC that has been selected by the Company intends to attempt to qualify and of such securitiesholders' rights under this Section 3.1 (the "PIGGYBACK NOTICE"). IfThe Company will use its best efforts to include, and to cause the underwriter or underwriters to include, in the proposed offering, on the same terms and conditions as the securities of the Company included in such offering, all Registrable Securities that the Company has been requested in writing, within 30 Days fifteen (15) calendar days after the Piggyback Notice is given, to register by the Purchasers thereof (each such registration pursuant to this Section 3.1(a), a "PIGGYBACK REGISTRATION"); provided, however, that (i) if, at any time after giving a Piggyback Notice and prior to the effective date of the receipt by the Holders of any registration statement filed in connection with such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereofregistration, the Company shall include in such registration statement the Registrable Securities specified in such Piggyback Notice. The Company shall have the right to designate the managing underwriter(s) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines determine for any reason either not to register any such equity securities or to delay registration (or, in the case of such securitiesa Demand Registration where the Initiating Holder(s) (as defined below), so determine(s)), the Company may, at its electionelection (or, in the case of a Demand Registration, where the Initiating Holder(s) so determine(s), the Company shall), give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder all Purchasers who beneficially own any Registrable Securities and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration. No , and (ii) in case of a determination by the Company to delay registration effected under this Section 2.2 of its equity securities (or, in the case of a Demand Registration, if the Initiating Holder(s) so determine(s), the Company shall be permitted to (or, in the case of a Demand Registration where the Initiating Holder(s), so determine(s), the Company shall) delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities (provided that clauses (i) and (ii) shall not relieve the Company of its obligations to effect under Section 3.1(b). In the case of any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected of Registrable Securities in an underwritten offering pursuant to this Section 2.13.1(b), all Shareholders proposing to distribute their securities pursuant to this Section 3.1(b) shall, at the request of the Company (or, in the case of a Demand Registration, at the request of the Initiating Holder(s)), enter into an agreement in customary form with the underwriter or underwriters.
Appears in 1 contract
Samples: Investor's Rights Agreement (Wj Communications Inc)
Piggyback Registrations. (a) If Subject to Section 6.07, if, at any time while there still remain Registrable Securities outstanding, the Company proposes or agrees to register any file a new Registration Statement under the Securities Act with respect to an offering of its securities Common Stock for (i) the Company’s own account (other than securities registered on Form S-4 a Registration Statement for a Company dividend reinvestment plan) or Form S-8 or any successor forms thereto(ii) for the account of any Shareholder holder of Common Stock (each a "Registering Shareholder"other than any Holder of Registrable Securities), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, shall give written notice thereof of such proposed filing to each Holder of Registrable Securities as soon as reasonably practicable (which shall include but in no event less than ten (10) Business Days before the anticipated filing date of such new Registration Statement). Upon a list written request, given by any Holder of the jurisdictions in which Registrable Securities to the Company intends to attempt to qualify such securities). If, within 30 ten (10) Business Days of the receipt by the Holders after delivery of any such written noticenotice by the Company, any to include Registrable Securities of such Holder of Registrable Securities in such new Registration Statement (each a "Requesting Piggyback Holder") delivers which request shall specify the number of Registrable Securities proposed to be included in such new Registration Statement), the Company a Piggyback Noticeshall, subject to Section 2.4 hereof6.06, the Company shall include all such requested Registrable Securities in such registration statement new Registration Statement on the Registrable Securities specified in such Piggyback Notice. The Company shall have the right to designate the managing underwriter(s) of any such offering, subject same terms and conditions as applicable to the consent of the Registering Shareholders and the Requesting Company’s or such holder’s Common Stock (a “Piggyback Holders, which consents shall not be unreasonably withheldRegistration”).
(b) IfNotwithstanding the foregoing, if at any time after giving written notice of such proposed filing and prior to the filing effective date of a registration statement in connection with a registration described in Section 2.2(a) abovesuch new Registration Statement, the Registering Shareholders withdraw their request for registration Company or the Company determines such holders shall determine for any reason either not to register any securities or to delay registration proceed with the proposed filing of such securitiesthe new Registration Statement, then the Company may, at its election, give written notice of such withdrawal by determination to the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder Holders of Registrable Securities and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall will be relieved of its obligation to register any Registrable Securities in connection with such registration. No new registration effected under this Section 2.2 shall relieve the Company of its obligations to effect statement.
(c) At any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2.16.01(a) or this Section 6.05 is effective, in connection with (i) any Marketed Underwritten Offering pursuant to such Shelf Registration Statement initiated by the Investor pursuant to Section 6.01(b) or (ii) any Underwritten Offering pursuant to such Shelf Registration Statement initiated by the Company for its own account or any holder(s) of Common Stock (other than the Investor), in each case, the Company shall forward a notice relating to such Marketed Underwritten Offering or Underwritten Offering, as applicable (such notice, a “Take‑Down Notice‑”), to each Holder of Registrable Securities (other than, in the case of such Marketed Underwritten Offering initiated by the Investor pursuant to Section 6.01(b), to the Investor) included on such Shelf Registration Statement and, subject to Section 6.06, the Company or the holder(s) of Common Stock (other than the Investor) requesting such Underwritten Offering or the Investor requesting such Marketed Underwritten Offering, as applicable, shall permit such Holder of Registrable Securities to include its Registrable Securities included on such Shelf Registration Statement in such Underwritten Offering or Marketed Underwritten Offering, as applicable, on the same terms and conditions as applicable to the Company or the holder(s) of Common Stock (other than the Investor) requesting such Underwritten Offering or the Investor requesting such Marketed Underwritten Offering, as applicable (a “Piggyback Shelf Offering”), if such Holder of Registrable Securities notifies the Company within ten (10) Business Days after delivery of the Take‑Down Notice to such Holder of Registrable Securities (which notification by such Holder of Registrable Securities shall specify the number of Registrable Securities proposed to be included in such Underwritten Offering or Marketed Underwritten Offering, as applicable).
Appears in 1 contract
Samples: Investor Agreement (Mosaic Co)
Piggyback Registrations. (a) If at any time the Company proposes or agrees to register for sale by the Company under the Securities Act any of its securities Ordinary Shares (other than securities registered a registration on Form S-4 or Form S-8 S-8, or any successor forms theretoor similar forms) for the account of any Shareholder (each in a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder manner that would permit registration of Registrable Securities (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers for sale to the Company a Piggyback Notice, subject to Section 2.4 hereofpublic under the Securities Act, the Company shall include in such registration statement promptly give written notice to the Shareholders that beneficially own any Registrable Securities specified in of its intention to do so, of the registration form of the SEC that has been selected by the Company and of such holders’ rights under this Section 4.1 (the “Piggyback Notice”). The Subject to Section 4.1.4, the Company shall have use its reasonable best efforts to include, and to cause the right underwriter or underwriters, if applicable, to designate include, in the managing underwriter(s) of proposed offering, on the same terms and conditions as the Ordinary Shares proposed to be sold by the Company, the Shareholders or FPC Affiliate Transferees and any other shareholder in such offering, subject all Registrable Securities that the Company has been requested in writing, within 15 calendar days after the Piggyback Notice is given, to register by the consent of the Registering Shareholders and the Requesting holders thereof (each such registration pursuant to this Section 4.1.1, a “Piggyback HoldersRegistration”); provided, which consents shall not be unreasonably withheld.
however, that (ba) Ifif, at any time after giving a Piggyback Notice and prior to the filing effective date of a the registration statement filed in connection with a registration described in Section 2.2(a) abovesuch registration, the Registering Shareholders withdraw their request for registration or the Company determines shall determine for any reason either not to register any securities or to delay registration of such securitiesOrdinary Shares, the Company may, at its election, give written notice of such withdrawal by the Registering determination to all Shareholders or determination by the Company to each Requesting Piggyback Holder who beneficially own any Registrable Securities and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (b) in case of a determination by the Company to delay registration of its Ordinary Shares the Company shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other Ordinary Shares. No In the case of any registration effected under of Registrable Securities in an underwritten offering pursuant to this Section 2.2 shall relieve the Company of its obligations 4.1.1, all Shareholders proposing to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected distribute their securities pursuant to this Section 2.14.1.1 shall, at the request of the Company, enter into an agreement in customary form with the underwriter or underwriters selected by the Company.
Appears in 1 contract
Piggyback Registrations. In the event the Escrow Shares are not, upon release from the Escrow Funds, eligible for resale in reliance on Rule 144 under the Securities Act, the Holders shall be entitled to piggy-back registration rights as set forth in this Section 3. If (ai) If at any time the Escrow Shares are not so eligible and (ii) the Company proposes or agrees shall determine to register any of its securities (other than securities registered on Form S-4 securities, either for its own account or Form S-8 or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder")another holder of the Company's securities, then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, will promptly give each Holder written notice thereof to each Holder of Registrable Securities (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall and include in such registration statement (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Escrow Shares that are then Registrable Securities. In the event a Holder elects not to participate in any registration hereunder (including as a result of such Holder's disapproval of the terms of any underwriting), such Holder's rights under this Section 3 shall terminate. Notwithstanding any other provision of this Section 3, if the managing underwriter (in the case of an underwritten offering by the Company) determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in the registration and underwriting (or exclude the Registrable Securities specified altogether); PROVIDED, HOWEVER, that (i) in no event may the number of Registrable Securities included in such Piggyback Noticeregistration statement be limited in any manner if the securities of any other security holder of the Company are included in such registration and (ii) any Registrable Securities so excluded shall continue to be Registrable Securities, subject to the terms of this Declaration. The Company shall have the right to designate the managing underwriter(s) of terminate or withdraw any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time registration initiated by it under this Section 3 prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration effectiveness of such securitiesregistration, the Company may, at its election, give written notice but any such termination shall not result in a forfeiture by any Holder of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1rights hereunder.
Appears in 1 contract
Piggyback Registrations. (a) If Right to Include Registrable ----------------------- ---------------------------- Securities. Notwithstanding any limitation contained in Section 1, if the ---------- --------- Company at any time proposes after the Company proposes or agrees date hereof to register any of its securities effect a Piggyback Registration, it will each such time give written notice (other than securities registered on Form S-4 or Form S-8 or any successor forms thereto) for the account of any Shareholder (each a "Registering ShareholderNotice of Piggyback ------------------- Registration"), then in each such case at least 30 days prior to the Company shallanticipated filing date, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder all ------------ holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 2, which Notice of Piggyback Registration shall --------- include a description of the intended method of disposition of such securities. Upon the written request of any such holder made within 20 days after receipt of a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such holder) , the Company will, subject to the other provisions of this Agreement, include a list of in the jurisdictions in registration statement relating to such Piggyback Registration all Registrable Securities which the Company intends has been so requested to attempt register, all to qualify the extent requisite to permit the disposition of such securities)Registrable Securities in accordance with the intended method of disposition set forth in the Notice of Piggyback Registration. IfNotwithstanding the foregoing, within 30 Days if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the receipt by the Holders of any registration statement filed in connection with such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereofregistration, the Company shall include in such registration statement the Registrable Securities specified in such Piggyback Notice. The Company shall have the right to designate the managing underwriter(s) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines determine for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder holder of Registrable Securities and, thereupon, (i) in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Companyregister, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice, however, to the rights of any Requesting Holder entitled to do so to request that such registration be effected as a Requested Registration under Section 1, and (ii) in the case of a determination to delay --------- registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 2.2 2 shall relieve the Company of its --------- obligations to effect any registration upon request a Requested Registration under Section 2.1, nor shall any registration hereunder be deemed 1 with respect to have been effected pursuant to Section 2.1--------- Registrable Securities that are not registered and sold thereunder.
Appears in 1 contract
Samples: Registration Rights Agreement (Frontier Airlines Inc /Co/)
Piggyback Registrations. (a) If the Company at any time the Company proposes or agrees to register file a Registration Statement with respect to any offering of its securities for its own account or for the account of other Persons (other than securities registered (A) a Registration under Section 2.1 hereof, (B) a Registration on Form S-4 F-4 or Form S-8 or any successor forms theretoform to such forms, or (C) for the account as part of any Shareholder (each a "Registering Shareholder"Registration of securities for offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, shall give written notice thereof as soon as practicable, but in no event less than sixty (60) days prior to each Holder the proposed date of filing of such Registration Statement, to all Holders of Registrable Securities (which and such notice shall include a list of the jurisdictions in which the Company intends offer to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to Registrable Securities the Company a Piggyback Noticeopportunity, subject to Section 2.4 hereof2.2(b), to Register under such Registration Statement such number of Registrable Securities as such Holders may request (a "Piggyback Registration"). Within twenty-one (21) days after receipt of such notice, the Holders of Registrable Securities shall, subject to Section 2.2(b), have the right by notifying the Company in writing to require the Company to include in such Registration Statement such number of Registrable Securities as such Holder may request (including Registrable Securities Beneficially Owned by the Holder's Affiliates). If the offering pursuant to such Registration Statement is to be an Underwritten Offering, then the Company shall include in make such registration statement arrangements with the Managing Underwriter so that the Holders of Registrable Securities specified in such Piggyback Notice. The Company shall have the right to designate the managing underwriter(s) of any such offeringand/or their Affiliates may participate, subject to Section 2.2(b), in such Underwritten Offering on the consent of same terms as the Registering Shareholders Company and the Requesting Piggyback Holdersother Persons selling securities in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, which consents shall not be unreasonably withheldthen the Company will make such arrangements so that each Holder may participate, subject to Section 2.2(b), in such offering on such basis.
(b) IfNotwithstanding Section 2.2(a), if at any time prior the Managing Underwriter of any proposed Underwritten Offering (or, in the case of an offering which is not underwritten, the Company) informs the Holders of such class of Registrable Securities that, in its opinion, the total number of Company Securities of such class proposed to be sold in such offering (including the total number of Registrable Securities that the Holders (including any Registrable Securities of their Affiliates) have requested to be sold in such offering and the total number of Company Securities requested to be included by any other selling shareholder entitled to sell Company Securities in such offering) exceeds the maximum number of Company Securities which the Managing Underwriter (or the Company, as the case may be) believes may be sold without materially adversely affecting the price, timing or distribution of the offering, the number of Registrable Securities of such class that, in the opinion of such Managing Underwriter (or, in the case of an offering which is not underwritten, the Company), can be included without having such an adverse effect shall be allocated as follows:
(i) first, 100% of the securities that the Company has proposed to sell;
(ii) second, and only if all the securities referenced in clause (i) have been included, pro rata among the Holders which have requested participation in the Piggyback Registration (based for each such Holder, on the percentage derived by dividing (x) the number of Registrable Securities of such class which such Holder has requested to include in such Piggyback Registration by (y) the aggregate number of Registrable Securities of such class which all such Holders have requested to include); and
(iii) third, and only if all the Registrable Securities referenced in clauses (i) and (ii) have been included, any other securities eligible for inclusion in such Registration.
(c) Prior to the filing effective date of a registration statement in connection with a registration Registration Statement relating to an offering described in under this Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities2.2, the Company may, at its election, give written notice to each Holder of Registrable Securities of its intention to postpone or withdraw any such withdrawal by Registration Statement without obligation to such Holders. Each Holder of Registrable Securities and/or its Affiliates shall be permitted to withdraw all or part of their Registrable Securities from such Registration at any time prior to the Registering Shareholders or determination effective date thereof. All Registration expenses of the Holders and/or their Affiliates (other than customary underwriting and broker commissions) shall be paid by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal any and all Registrations governed by this Section 2.2.
(d) If the Registering Shareholders or a determination not Company at any time proposes to register by offer any securities of the Company, shall be relieved of its obligation to register same class as any Registrable Securities for its own account or for the account of any holders of its securities (y) to an underwriter or underwriters on a firm commitment basis for re-offering to the public in connection any Alternative Listing Jurisdiction, or (z) in an offering in any Alternative Listing Jurisdiction in which an underwriter or underwriters commit to acquire such securities if and to the extent not acquired by third parties, then in such event, to the fullest extent possible under applicable Law, the Holders of Registrable Securities shall have with respect to such registration. No registration effected under this Section 2.2 shall relieve offering in such Alternative Listing Jurisdiction participation rights as against the Company and the underwriter(s) equivalent to the rights the Holders would enjoy in respect of its obligations a Piggyback Registration hereunder. Notwithstanding the foregoing, the Company shall not apply to effect admit to trading on a regulated market within the European Union or offer to the public within the European Union any registration upon request under Section 2.1, nor shall any registration hereunder equity or debt securities of the Company without obtaining the prior written consent of the Shareholders (such consent not to be deemed to have been effected pursuant to Section 2.1unreasonably withheld).
Appears in 1 contract
Samples: Registration Rights Agreement (Hutchison Telecommunications International LTD)
Piggyback Registrations. The Company shall notify Intuit in writing at least twenty (a20) If at days prior to filing any time registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company proposes or agrees (including, but not limited to, registration statements relating to register secondary offerings of securities of the Company, but EXCLUDING registration statements relating solely to any registration under Section 1.2 of its securities (other than securities registered on Form S-4 or Form S-8 this Agreement or any successor forms theretoemployee benefit plan or a Rule 145 transaction) for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder of Registrable Securities (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Noticeand will afford Intuit, subject to Section 2.4 hereofthe terms and conditions set forth herein, the Company shall an opportunity to include in such registration statement all or any part of the Registrable Securities specified then held by Intuit. Intuit shall, within five (5) business days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such Piggyback Noticenotice shall inform the Company of the number of Registrable Securities Intuit wishes to include in such registration statement. The Company If Intuit decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Intuit shall nevertheless continue to have the right to designate the managing underwriter(s) of include any Registrable Securities not included in such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time prior to the filing of a registration statement in connection 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. If Intuit is given the opportunity to include in any registration statement filed under this Section 1.3 at least the lesser of (i) five percent (5%) of the Margin Registrable Securities issued to Intuit in the Merger, or (ii) all Registrable Securities then owned by Intuit, then Intuit shall not make a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration under Section 1.2 hereof for at least one hundred and eighty (180) days after the earlier of the termination of such offering or the Company determines for any reason either not to register any securities or to delay registration effectiveness of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1statement.
Appears in 1 contract
Samples: Registration Rights Agreement (Checkfree Corp \De\)
Piggyback Registrations. (a) If at The Company shall notify the Shareholder in writing prior to the filing of any time registration statement under the Securities Act for purposes of a public offering of securities of the Company proposes or agrees (including, but not limited to, registration statements relating to register any secondary offerings of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder of Registrable Securities (which shall include a list of the jurisdictions in which Company, but excluding Special Registration Statements) and will afford the Company intends Shareholder a reasonable opportunity to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement all or part of the Registrable Securities specified Shares requested to be registered by the Shareholder. If the Shareholder desires to include in any such registration statement all or any part of the Shares held by it, the Shareholder shall, within fifteen (15) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Shares requested to be registered by the Shareholder. If the Shareholder decides not to include all of its Shares in any registration statement thereafter filed by the Company, the Shareholder shall nevertheless continue to have the right to include any Shares 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. Notwithstanding anything to the contrary herein, the Shareholder shall not register and sell more than thirty-nine percent (39%) of Shareholder’s Shares in the first 12-month period from the date of this Agreement. Thereafter, the Shareholder shall not register and sell more than twenty-five percent (25%) of Shareholder’s Shares during any subsequent 12-month period while this Agreement is in effect.
(b) If the registration statement under which the Company gives notice under this Section 2.1 is for an underwritten offering, the Company shall so advise the Shareholder. In such event, the right of the Shareholder to have its Shares included in a registration pursuant to this Section 2.1 shall be conditioned upon the Shareholder’s participation in such Piggyback Noticeunderwriting and the inclusion of the Shareholder’s Shares in the underwriting to the extent provided herein. If the Shareholder proposes to distribute its Shares through such underwriting, it shall accept the terms of the underwriting as agreed upon between the Company and the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the Company and its underwriter or underwriters determine in good faith that marketing factors require a limitation of the number of shares to be underwritten, the Company shall have the right to reduce the number of shares proposed to be registered to a minimum of twenty-five percent (25%) on a pro rata basis. The number of shares that may be included in the underwriting shall be allocated as follows: first, to the Company; second, to the Shareholder if its seeks registration under this Section 2.1; and third, to any shareholder of the Company (other than the Shareholder) on a pro rata basis, or in such other proportions as mutually agreed to by such selling holders.
(c) The Company shall have the right to designate the managing underwriter(s) of terminate or withdraw any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time registration initiated by it under this Section 2.1 prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration effectiveness of such securities, registration whether or not the Company may, at its election, give written notice Shareholder has elected to include securities in such registration. The Registration Expenses of such withdrawal by the Registering Shareholders or determination withdrawn registration shall be borne by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection accordance with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1hereof.
Appears in 1 contract
Piggyback Registrations. (a) If the Company at any time the Company proposes or agrees to register file a Registration Statement with respect to any offering of its securities for its own account or for the account of other Persons (other than securities registered (A) a Registration under Section 2.1 hereof, (B) a Registration on Form S-4 F-4 or Form S-8 or any successor forms theretoform to such forms, or (C) for the account as part of any Shareholder (each a "Registering Shareholder"Registration of securities for offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, shall give written notice thereof to each Holder of Registrable Securities as soon as practicable, but in no event less than sixty (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder"60) delivers days prior to the Company a Piggyback Noticeproposed date of filing of such Registration Statement, to all Investors and such notice shall offer to Investors the opportunity, subject to Section 2.4 hereof2.2(b), to Register under such Registration Statement such number of Registrable Securities as such Investors may request (a “Piggyback Registration”). Within twenty-one (21) days after receipt of such notice, the Investors shall, subject to Section 2.2(b), have the right by notifying the Company shall in writing to require the Company to include in such registration statement the Registration Statement such number of Registrable Securities specified in as such Piggyback Notice. The Investor may request (including Registrable Securities owned by the Investor’s Affiliates); provided that the Company shall have the right to designate the managing underwriter(s) of propose or withdraw any such offeringRegistration in respect of which a Piggyback Registration is requested without any obligations to the Investor requesting the Piggyback Registration. If the offering pursuant to such Registration Statement is to be an Underwritten Offering, then the Company shall consult with the Investors regarding the election of the Managing Underwriter and make such arrangements with the Managing Underwriter so that the Investors and/or their Affiliates may participate, subject to Section 2.2(b) in such Underwritten Offering on the consent of same terms as the Registering Shareholders Company and the Requesting Piggyback Holdersother Persons selling securities in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, which consents then the Company will make such arrangements so that each Investor may participate, subject to Section 2.2(b) in such offering on such basis. In connection with any Registration under this Section 2.2 involving an Underwritten Offering, the Company shall not be unreasonably withheldrequired to include any Registrable Securities in such Registration unless the Investors accept the terms of the relevant underwriting agreement.
(b) IfNotwithstanding Section 2.2(a), if at any time prior the Managing Underwriter of any proposed Underwritten Offering or, in the case of an offering which is not underwritten, an Investor shall advise the Company and the other Investors that, in its opinion, the total number of Company Securities of such class proposed to be sold in such offering (including the total number of Registrable Securities that the Investors (including any Registrable Securities of their Affiliates) have requested to be sold in such offering and the total number of Company Securities requested to be included by any other selling shareholder entitled to sell Company Securities in such offering) exceeds the maximum number of Company Securities which can be sold in (or during the time of) such offering within a price range acceptable to the filing Investor making the request for Demand Registration, the number of Registrable Securities of such class that can be included under this Section 2.2 shall be allocated as follows:
(i) first, up to 100% of the securities that the Company has proposed to sell; and
(ii) second, and only if all the securities referenced in clause (i) have been included, pro rata among the Investors which have requested participation in the Piggyback Registration (based for each such Investor, on the percentage derived by dividing (x) the number of Registrable Securities of such class which such Investor has requested to include in such Piggyback Registration by (y) the aggregate number of Registrable Securities of such class which all such Investors have requested to include).
(c) Prior to the effective date of a registration statement in connection with a registration Registration Statement relating to an offering described in under this Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities2.2, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case Investor of a withdrawal by the Registering Shareholders its intention to postpone or a determination not withdraw any such Registration Statement without obligation to register by the Company, such Investors. Each Investor and/or its Affiliates shall be relieved permitted to withdraw all or part of its obligation to register any their Registrable Securities in connection with from such registration. No registration effected under this Section 2.2 shall relieve Registration at any time prior to the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1effective date thereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Watchdata Technologies Ltd.)
Piggyback Registrations. (a) If If, at any time time, the Company proposes or agrees is required to register any of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar form(s) solely for registration of securities registered in connection with an employee benefit plan or dividend reinvestment plan or an acquisition, merger or consolidation or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-4 F-1, Form F-3 or Form S-8 an equivalent general registration form then in effect, whether or any successor forms thereto) not for its own account, the account Company shall give prompt written notice of its intention to do so to each Holder of record of Registrable Securities. Upon the written request of any Shareholder such Holder made within 15 days following the receipt of any such written notice (each a "Registering Shareholder"which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), then in each such case the Company shall, not later than five Days after deciding or agreeing subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its commercially reasonable efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be included in the registration statement with the securities which the Company at the time proposes to register such shares, give written notice thereof to each Holder permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered. No registration of Registrable Securities (which effected under this Section 2.2(a) shall include a list of the jurisdictions in which relieve the Company intends of its obligations to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to effect Demand Registrations under Section 2.4 2.1 hereof, the Company shall include in such registration statement the Registrable Securities specified in such Piggyback Notice. The Company shall have the right to designate the managing underwriter(s) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time after giving written notice of its intention to register any equity securities and prior to the filing effective date of a the registration statement filed in connection with a registration described in Section 2.2(a) abovesuch registration, the Registering Shareholders withdraw their request for registration or the Company determines shall determine for any reason either not to register any securities or to delay registration of such equity securities, the Company may, at its election, will give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, all Holders of record of Registrable Securities and (i) in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Companyregister, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration. No , without prejudice, however, to the rights of Holders under Section 2.1, and (ii) in the case of a determination to delay such registration effected of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities, without prejudice, however, to the rights of Holders under Section 2.1.
(c) Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.2 shall relieve by giving written notice to the Company of its obligations request to effect withdraw; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration upon request under Section 2.1, nor shall any registration hereunder be deemed as to have been effected pursuant to Section 2.1which such withdrawal was made.
Appears in 1 contract
Piggyback Registrations. (a) If the Company at any time the Company proposes or agrees to register any of its equity or debt securities under the Securities Act (other than securities registered a registration on Form S-4 or Form S-8 or any successor or similar forms thereto) for the account of any Shareholder (each thereto and other than pursuant to a "Registering Shareholder"registration under Section 6.1), then whether or not for sale for its own account, on a form and in each such case a manner that would permit registration of Registrable Securities for sale to the Company shallpublic under the Securities Act, not later than five Days after deciding or agreeing to register such shares, it will give written notice thereof to each Holder all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (which shall include a list including, without limitation, (x) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the jurisdictions in managing underwriter and whether such offering will be pursuant to a "best efforts" or "firm commitment" underwriting and (y) the price (net of any underwriting commissions, discounts and the like) at which the Company intends Registrable Securities are reasonably expected to attempt be sold) if such disclosure is acceptable to qualify such securities)the managing underwriter. If, within 30 Days of Upon the receipt by the Holders written request of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers holder delivered to the Company a Piggyback Notice, subject within 30 calendar days after the receipt of any such notice (which request shall specify the Registrable Securities intended to Section 2.4 hereofbe disposed of by such holder and the intended method of disposition thereof), the Company shall include in such will use its reasonable best efforts to effect the registration statement under the Securities Act of all of the Registrable Securities specified in such Piggyback Notice. The that the Company shall have the right has been so requested to designate the managing underwriter(s) of any such offeringregister; PROVIDED, subject to the consent of the Registering Shareholders and the Requesting Piggyback HoldersHOWEVER, which consents shall not be unreasonably withheld.that:
(bi) If, at any time prior to the filing after giving such written notice of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not its intention to register any securities or and prior to delay the effective date of the registration of statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by to each holder of Registrable Securities who made a request as provided herein and thereupon the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Registerable Securities in connection with such registrationregistration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that such registration be effected as a registration under Section 6.1; and
(ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting some or all of their Registrable Securities to be included in the Company's registration must sell that portion of their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company. No registration effected under this Section 2.2 6.2 shall relieve the Company of its obligations obligation to effect any registration upon request under Section 2.1, nor 6.1.
(b) The Company shall not be obligated to effect any registration hereunder be deemed of Registrable Securities under this Section 6.2 incidental to have been effected the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans.
(c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 2.16.2 shall be paid by the Company.
(d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, the number of shares of Common Stock requested to be included in such registration that, in the opinion of such managing underwriter, can be sold, such amount to be allocated pro rata among all such requesting holders on the basis of the class of securities and the relative number of shares of Registrable Securities, as the case may be, each such holder has requested to be included in such registration.
(e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect to the offering; provided that such managing underwriter is reasonably acceptable to the First Reserve Stockholders if Registrable Securities of such First Reserve Stockholders are being registered in connection therewith.
(f) Notwithstanding the foregoing, until the earlier of (i) the second anniversary of the date of a Qualified Public Offering and (ii) January 1, 2000, Management Investors and their Permitted Transferees shall not have piggyback registration if none of the First Reserve Stockholders are participating in the Public Offering to which this Section 6.2 could apply.
Appears in 1 contract
Piggyback Registrations. The Company shall notify all Holders in writing at least fifteen (a15) If at days prior to the filing of any time registration statement under the Securities Act for purposes of a public offering of securities of the Company proposes (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 agrees with respect to register any corporate reorganizations or other transactions under Rule 145 of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms theretothe Securities Act) for the account of any Shareholder (each a "Registering Shareholder"), then in and will afford each such case the Company shall, not later than five Days after deciding or agreeing Holder an opportunity to register such shares, give written notice thereof to each Holder of Registrable Securities (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities specified held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. 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 its securities, all upon the terms and conditions set forth herein. All Holders distributing their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. 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, first, to the Company; second, to the Holders on a PRO RATA basis based on the total number of Registrable Securities held by the Holders; and third, to any shareholder of the Company (other than a Holder) on a PRO RATA basis. No such reduction shall (i) reduce the securities being offered by the Company for its own account to be included in the registration and underwriting, or (ii) reduce the amount of securities of the selling Holders included in the registration below twenty-five percent (25%) of the total amount of securities included in such Piggyback Noticeregistration, unless such offering is the Initial Offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall have the right to designate the managing underwriter(s) of terminate or withdraw any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time registration initiated by it under this Section 2.3 prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration effectiveness of such securities, the Company may, at its election, give written notice registration whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register withdrawn registration shall be borne by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1.
Appears in 1 contract
Samples: Investor Rights Agreement (Envision Development Corp /Fl/)
Piggyback Registrations. 5.3.1 Buyer shall notify Sellers or the Designated Trust Representatives (a) If at any time the Company proposes or agrees to register any of its securities (other than securities registered on Form S-4 or Form S-8 as defined below), if a Term Note or any successor forms theretoFPCX shares have been transferred in accordance with Sections 3.1 or 5.2, respectively, in writing at least thirty (30) for days prior to the account filing of any Shareholder (each registration statement under the Securities Act for purposes of a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder public offering of Registrable Securities (which shall include a list securities of the jurisdictions in which the Company intends Buyer (including, but not limited to, registration statements relating to attempt to qualify such securities). If, within 30 Days secondary offerings of securities of the receipt by Buyer, but excluding registration statements relating to employee benefit plans and corporate reorganizations) and will afford each Seller or their Designated Trusts, through the Holders of any such written noticeDesignated Trust Representatives, any Holder (each a "Requesting Piggyback Holder") delivers an opportunity to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement all or part of such Registerable Securities held by such Sellers or their Designated Trusts. Each Seller or their Designated Trusts, through the Registrable Designated Trust Representatives, desiring to include in any such registration statement all or any part of the Registerable Securities specified held by it shall, within twenty (20) days after receipt of the above-described notice from the Buyer, so notify the Buyer in writing. Such notice shall state the number of Registerable Securities proposed to be included and the intended method of disposition of the Registerable Securities by such Piggyback NoticeSellers or their Designated Trusts. The Company If a Seller or their Designated Trust, through his Designated Trust Representatives, decides not to include all of its Registerable Securities in any registration
5.3.2 If the registration statement under which the Buyer gives notice under this Section 5.3 is for an underwritten offering, the Buyer shall have so advise the Sellers or the Designated Trust Representatives. In such event, the right to designate the managing underwriter(s) of any such offering, subject Sellers or their Designated Trusts to include such Registerable Securities in a registration pursuant to this Subsection 5.3.2 shall be conditioned upon such Sellers' or their Designated Trusts' participation in such underwriting and the inclusion of such person's Registerable Securities in the underwriting to the consent extent provided herein. The Sellers, or their Designated Trusts, , through the Designated Trust Representatives, proposing to distribute their Registerable Securities through such underwriting shall enter into an underwriting agreement upon the terms of underwriting as agreed upon between the Buyer and the underwriter or underwriters selected by the Buyer for such underwriting. Notwithstanding any other provision of this Agreement, if the underwriter determines in its sole discretion that marketing factors require a limitation of the Registering Shareholders number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated first to the Buyer, and second to the Requesting Piggyback HoldersSellers or their Designated Trusts and any other present or future shareholders of the Buyer having "piggyback" registration rights on a pro rata basis. In such event, which consents the Buyer shall use its best efforts so that the aggregate amount of securities of the selling Sellers or their Designated Trusts included in the registration shall not be unreasonably withheldreduced below ten percent (10%) of the total amount of securities included in such registration.
(b) If5.3.3 If the registration statement under which the Buyer gives notice under this Section 5.3 is for non-underwritten offering in which the Buyer is selling shares, at the Buyer shall so advise the Sellers or their Designated Trust Representatives. In such event, the right of any time prior such Sellers or their Designated Trusts to include such Registerable Securities in a registration pursuant to this Subsection 5.3.3 shall be conditioned upon such Sellers' or their Designated Trusts' participation in such offering and the inclusion of such person's Registerable Securities in the offering to the filing extent provided herein. The Sellers, or their Designated Trusts,
5.3.4 Notwithstanding any other provision of a registration statement this Section 5, the Sellers or their Designated Trusts shall have piggyback rights no less favorable than piggyback rights granted to Willxxx Xxxxxx XXX and Larrx XxXxxxxx, xxd Persons obtaining such piggyback rights subsequent to the Closing in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal an acquisition consummated by the Registering Shareholders Buyer or determination by an Affiliate of the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1Buyer.
Appears in 1 contract
Samples: Stock Purchase Agreement (Financial Performance Corp)
Piggyback Registrations. (a) If at any time during the Effective Period there is not an effective registration statement covering all the Registrable Securities and the Company proposes shall determine to file a registration statement under the Securities Act for purposes of effecting 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 (i) any employee benefit plan or agrees to register any of its securities (other than securities registered on Form S-4 ii) a corporate reorganization, merger or Form S-8 or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"acquisition), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder of Registrable Securities (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall notify all Holders in writing at least thirty (30) calendar days prior to such filing and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities specified then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) calendar days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such Piggyback Noticenotice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. The 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 its 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.
(b) If a registration statement under which the Company gives notice under this Section 1.3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include its Registrable Securities in a registration pursuant to this Section 1.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, (i) with respect to a registration statement initiated by the Company for its own account, first, to the Company, second, to the Holders of securities who have obtained piggy-back registration rights prior to or at the date of this Agreement, if any, including the Registrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights (pro rata in accordance with the number of securities which each such Person has actually requested to be included in such registration, regardless of the number of securities with respect to which such Persons have the right to request such inclusion), and third, to holders of other securities of the Company, provided that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all shares that are not Registrable Securities and are held by any person who is an employee, officer or director of the Company or any subsidiary of the Company are first entirely excluded from the underwriting and registration; and (ii) with respect to a registration statement initiated by the Company for the account of third parties exercising demand registration rights, first, to such third parties, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities then held by each such Holder. If any Holder disapproves of the H-4 terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) Business Days prior to the Effective Date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.
(c) With respect to a Registration Statement initiated by the Company for its own account, the Company shall have the right to designate the managing underwriter(s) of any terminate or withdraw such offering, subject Registration anytime prior to the consent effectiveness of the Registering Shareholders and the Requesting Piggyback HoldersRegistration Statement, which consents shall whether or not be unreasonably withheldany Holder has elected to participate therein.
(bd) IfWith respect to a registration statement initiated by the Company for the account of third parties exercising demand registration rights, if the filing, initial effectiveness or continued use of the Registration Statement referred to in this Section 1.3 at any time prior would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, Company for reasons beyond the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securitiesCompany’s control, the Company may, at its election, give upon giving prompt written notice of such withdrawal by action to the Registering Shareholders Holders, delay the filing or determination by initial effectiveness of, or suspend use of, the Registration Statement, provided that such delay shall be subject to the restrictions pursuant to the registration rights agreement between the Company and such third parties. In the event the Company exercises its rights under the preceding sentence, the Holders agree to each Requesting Piggyback Holder andsuspend, thereuponimmediately upon their receipt of the notice referred to above, in their use of the case of a withdrawal by prospectus relating to the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities Registration in connection with such registrationany sale or offer to sell Registrable Securities. No registration effected The Company shall immediately notify the Holders upon the expiration of any period during which it exercised its rights under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.11.3(d).
Appears in 1 contract
Piggyback Registrations. 8.1 The Company shall notify the holders of Ordinary Shares, whether such shares are issued prior to, on or after the date hereof (a"REGISTRABLE SECURITIES"), in writing at least thirty (30) If at days prior to filing any time registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company proposes or agrees to register any of its securities (other than from an IPO, but including, but not limited to, registration statements relating to secondary offerings of securities registered on Form S-4 or Form S-8 or any successor forms theretoof the Company) for the account of any Shareholder (each a "Registering Shareholder"), then in and will afford each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder holder of Registrable Securities (which shall include a list of the jurisdictions in which the Company intends an opportunity to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement all or any part of the Registrable Securities specified then held by such holder. Each holder of Registrable Securities desiring to include in any such registration statement all or any part of the Registrable Securities held by such holder shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such Piggyback Noticenotice shall inform the Company of the number of Registrable Securities such holder wishes to include in such registration statement. The If a holder of Registrable Securities decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company pursuant to this Section 8.1, such holder shall nevertheless continue to have the right to designate the managing underwriter(s) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register include any Registrable Securities in connection 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.
8.2 At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Shareholder holding the Registrable Securities then outstanding may request, in writing, that the Company effect the registration on Form S-3 (or such registrationsuccessor form), of any amount of Registrable Securities owned by such Shareholder. No Thereupon, the Company shall, as expeditiously as possible, use its commercially reasonable best efforts to effect such registration effected under which the Company has been requested to so register. If a holder of Registrable Securities decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company pursuant to this Section 2.2 8.2, such holder shall relieve 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 obligations to effect any registration securities, all upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1the terms and conditions set forth herein.
Appears in 1 contract
Samples: Shareholders Agreement (Synova Healthcare Group Inc)
Piggyback Registrations. (a) If at any time or times after the date hereof the Company proposes shall seek to file a registration statement under the Securities Act with respect to an offering of shares of Common Stock to the public for its own account or agrees to register any of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms thereto) for the account of any Shareholder others (each a "Registering Shareholder"except with respect to registration statements on Form X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, will promptly give written notice thereof to each Holder of the Holders and the Founder. If within twenty (20) days after their receipt of such notice one or more Holders and/or the Founder request the inclusion of some or all of the Registrable Securities and/or Founder Registrable Securities owned by them in such registration statement, the Company will use its best efforts to include such Registrable Securities and/or Founder Registrable Securities in such registration statement. In the case of any underwritten public offering, if the managing underwriter determines that marketing factors require a limitation on the number of Registrable Securities (which shall include a list of the jurisdictions in which the Company intends or Founder Registrable Securities to attempt to qualify be offered under such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Noticeregistration statement, subject to Section 2.4 hereofthe following sentence, the Company shall not be required to include in such registration statement the Registrable Securities specified or Founder Registrable Securities in excess of the amount, if any, of shares of the capital stock which the managing underwriter of such underwritten offering shall reasonably and in good faith agree to include in such Piggyback Noticeoffering in addition to any amount to be registered for the account of the Company. The Company If any limitation of the number of shares of Registrable Securities or Founder Registrable Securities sought to be registered by the Holders or the Founder is required pursuant to this Section 2, the number of such securities to be excluded shall have be determined in the right to designate the managing underwriter(sfollowing sequence: (i) of first, securities held by any Persons not having any such offeringcontractual, subject to incidental "piggyback" registration rights, (ii) second, securities held by any Persons (other than the consent of the Registering Shareholders Holders and the Requesting Piggyback HoldersFounder) having such contractual, incidental "piggyback" rights pursuant to an agreement which consents is not this Agreement, and (iii) third, Founder Registrable Securities and Registrable Securities sought to be included by the Founder and the Holders as determined on a pro rata basis (based upon the respective holdings of Founder Registrable Securities and Registrable Securities); provided that the Founder shall not be unreasonably withheld.
(b) If, at any time prior permitted to include more shares than the filing Holders may include as a group if it would result in a reduction in the aggregate number of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not shares sought to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal be included by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, Holders as a group in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1.
Appears in 1 contract
Samples: Registration Rights Agreement (Hittite Microwave Corp)
Piggyback Registrations. (a) If at any time the The Company proposes or agrees to register any of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder shall notify all Holders of Registrable Securities in writing at least thirty (which shall include 30) days prior to the filing of any registration statement under the Securities Act for purposes of a list public offering of securities of the jurisdictions in which Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company intends and to attempt to qualify such securities). If, within 30 Days offerings of securities of the receipt Company initiated by any party exercising its demand registration rights, but excluding registration statements relating to employee benefit plans and corporate reorganizations or other transactions under Rule 145 of the Holders of any Securities Act) and will afford each such written notice, any Holder (each a "Requesting Piggyback Holder") delivers an opportunity to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities specified held by it shall, within fifteen (15) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. 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 its securities, all upon the terms and conditions set forth herein. If the registration statement under which the Company gives notice under this Section 3.2 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Section 3.2 shall be conditioned upon such Holder's participation in such Piggyback Noticeunderwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this 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 as follows: (i) first, to the Company, (ii) second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders and (iii) third, to any stockholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall reduce the securities being offered by the Company for its own account to be included in the registration and underwriting. In no event will shares of any other selling stockholder be included in such registration which would reduce the number of shares which may be included by the Holders, without the written consent of Holders of a majority of the Registrable Securities proposed to be sold in the offering. The Company shall have the right to designate the managing underwriter(s) of terminate or withdraw any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time registration initiated by it under this Section 3.2 prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration effectiveness of such securities, the Company may, at its election, give written notice registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawal by the Registering Shareholders or determination withdrawn registration shall be borne by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection accordance with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.13.4 hereof.
Appears in 1 contract
Piggyback Registrations. (a) If at At any time after the Permitted Transfer Date, each time the Company proposes or agrees to register any of its equity securities (other than securities registered on Form S-4 or Form S-8 or any successor forms theretopursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shallor the account of any securityholder of the Company) and the form of registration statement to be used permits the registration of Registrable Securities, not later than five Days after deciding or agreeing to register such shares, the Company shall give prompt written notice thereof to each Holder of Registrable Securities (which notice shall include a list be given not less than 30 days prior to the effective date of the jurisdictions Company's registration statement), which notice shall offer each such Holder the opportunity, either with or without all other holders of Registrable Securities in which the Company's sole discretion, to include each Holder's pro rata share of all Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2(b) hereof. Each Holder who desires to have its or his Registrable Securities included in such registration statement shall so advise the Company intends in writing (stating the number of shares desired to attempt be registered) within 20 days after the date of such notice from the Company. Any Holder shall have the right to qualify withdraw such securities). If, within 30 Days Holder's request for inclusion of the receipt such Holder's Registrable Securities in any registration statement pursuant to this Section 2.2(a) by the Holders of any such giving written notice, any Holder (each a "Requesting Piggyback Holder") delivers notice to the Company a Piggyback Notice, subject of such withdrawal. Subject to Section 2.4 hereof2.2(b) below, the Company shall include in such registration statement the all such Registrable Securities specified in such Piggyback Notice. The so requested to be included therein; provided, however, that the Company shall have the right to designate the managing underwriter(s) of may at any time withdraw or cease proceeding with any such offering, subject registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheldregistered.
(b) IfIf the managing underwriter, at any time prior if any, advises the Company that the inclusion of Registrable Securities requested to be included in the filing of a registration statement in connection with a registration described referred to in Section 2.2(a) above, would materially and adversely affect the Registering Shareholders withdraw their request for price or success of the offering described in such registration or the Company determines for any reason either not to register any securities or to delay registration of such securitiesstatement (a "Material Adverse Effect"), the Company maywill be obligated to include in such registration statement, at its electionas to each Requesting Holder, give written notice only a portion of the shares such withdrawal Holder has requested be registered equal to the product of:
(i) the ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration statement by all Persons (including Requesting Holders) who have requested (pursuant to contractual registration rights) that their shares be included in such registration statement; and (ii) the maximum number of Registrable Securities that the managing underwriter advises may be sold in an offering covered by the Registering Shareholders or determination registration statement without a Material Adverse Effect. If as a result of the provisions of this Section 2.2(b) any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder's request to include Registrable Securities in such registration statement. No Person may participate in any registration statement hereunder unless such Person (i) agrees to sell such person's Registrable Securities on the basis provided in any underwriting arrangements approved by the Company to and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each Requesting Piggyback Holder andin customary form, thereuponreasonably required under the terms of such underwriting arrangements; provided, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Companyhowever, that no such Person shall be relieved of its obligation required to register make any Registrable Securities representations or warranties in connection with any such registration other than representations and warranties as to (A) such Person's ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims and encumbrances, (B) such Person's power and authority to effect such transfer and (C) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided, further, that such liability will be limited, to the net amount received by such Person from the sale of his or its Registrable Securities pursuant to such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1.
Appears in 1 contract
Samples: Registration Rights Agreement (Leucadia National Corp)
Piggyback Registrations. (a) If at any Each time the Company Partnership proposes or agrees to register any of its equity securities (other than securities registered on Form S-4 or Form S-8 or any successor forms theretopursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Partnership or the account of any Shareholder Existing Holder) and the form of registration statement to be used (each including a "Registering Shareholder")Shelf Registration Statement) permits the registration of Registrable Securities, then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, Partnership shall give prompt written notice thereof (a “Piggyback Registration Notice”) to each Holder of Registrable Securities (which notice shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 be given not less than (i) five Business Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers prior to the Company a Piggyback Noticeanticipated filing date or (ii) three Business Days in the case of an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal”), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities in such registration statement, subject to the limitations contained in Section 2.4 2.2(b) hereof. Each Holder who desires to have its or his Registrable Securities included in such registration statement shall so advise the Partnership in writing (stating the number of Registrable Securities desired to be registered) within three Business Days (or one Business Day in the case of an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal”) after the date of such notice from the Partnership. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2(a) by giving written notice to the Partnership of such withdrawal. Subject to Section 2.2(b) below, the Company Partnership shall include in such registration statement the all such Registrable Securities specified in such Piggyback Notice. The Company shall have so requested to be included therein; provided, however, that the right to designate the managing underwriter(s) of Partnership may at any time withdraw or cease proceeding with any such offeringregistration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered. For the avoidance of doubt, subject any registration or offering pursuant to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents this Section 2.2 shall not be unreasonably withheldconsidered an Underwritten Shelf Takedown for purposes of Section 2.1 of this Agreement.
(b) If, at With respect to any time prior registration pursuant to the filing of a registration statement in connection with a registration described in Section 2.2(a), if the managing underwriter(s) aboveadvise the Partnership that the inclusion of the amount of securities (including Registrable Securities) requested to be included in the Registration Statement will have a Material Adverse Effect, the Registering Shareholders withdraw their request for registration or Partnership shall so advise all Holders of Registrable Securities and the Company determines for any reason either not to register any Existing Holders which would otherwise be underwritten pursuant hereto, and the amount of securities or to delay registration of such securities, that may be included in the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, Registration Statement shall be allocated: (i) in the case of a withdrawal registration for the account of the Partnership, (a) first, to include the securities the Partnership proposes to register, (b) second, among the participating Holders and participating Existing Holders as nearly as possible on a pro rata basis based on the total amount of Registrable Securities requested by such Holders and Registrable Securities (as defined in the Registering Shareholders Existing Registration Rights Agreement) requested by such Existing Holders to be included in such underwriting and (c) third, among any other Persons pursuant to contractual registration rights on as nearly as possible on a pro rata basis, and (ii) in the case of a registration for the account of the Existing Holders or any other Persons pursuant to contractual registration rights, (a) first, among the participating Existing Holders as nearly as possible on a determination pro rata basis based on the total amount of Registrable Securities (as defined in the Existing Registration Rights Agreement) requested by such Existing Holders to be included in such underwriting, (b) second, among the participating Holders as nearly as possible on a pro rata basis based on the total amount of Registrable Securities requested by such Holders to be included in such underwriting (c) third, to include the securities the Partnership proposes to register, if at all, and (d) fourth, among any such other Persons pursuant to contractual registration rights as nearly as possible on a pro rata basis. If, as a result of the provisions of this Section 2.2(b), any Holder shall not be entitled to register by the Company, shall be relieved of its obligation to register any include all Registrable Securities in connection with a registration that such registrationHolder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Registration Statement. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect Person may participate in any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected Registration Statement pursuant to Section 2.12.2(a) unless such Person (i) agrees to sell such person’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Partnership and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Person shall be required to (A) make any representations or warranties in connection with any such registration other than representations and warranties as to (1) such Person’s ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims and encumbrances, (2) such Person’s power and authority to effect such transfer and (3) such matters pertaining to compliance with securities laws as may be reasonably requested or (B) undertake any indemnification obligations to the Partnership or the underwriters with respect thereto except as otherwise provided in Section 2.7.
(c) Any Holder of Registrable Securities may deliver written notice (an “Opt-Out Notice”) to the Partnership requesting that such Holder of Registrable Securities not receive from the Partnership any Piggyback Registration Notice; provided, however, that such Holder of Registrable Securities may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a holder of Registrable Securities (unless subsequently revoked), the Partnership shall not deliver any notice to such Holder of Registrable Securities pursuant to Section 2.2(a) and such Holder of Registrable Securities shall no longer be entitled to participate in any registration or offering pursuant to Section 2.2(a).
Appears in 1 contract
Samples: Registration Rights Agreement (Kimbell Royalty Partners, LP)
Piggyback Registrations. (a) If at any Each time the Company proposes or agrees to register any of its equity securities (other than securities registered on Form S-4 or Form S-8 or any successor forms theretopursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shallor the account of any securityholder of the Company) and the form of registration statement to be used permits the registration of Registrable Shares, not later than five Days after deciding or agreeing to register such shares, the Company shall give prompt written notice thereof to each Holder of Registrable Securities Shares (which notice shall include a list be given not less than 15 Business Days prior to the initial filing date of the jurisdictions in which Company’s registration statement, or if such notice period is not practicable under the circumstances, the Company intends shall use reasonable best efforts to attempt provide the maximum prior written notice as is reasonably practicable under the circumstances), which notice shall offer each such Holder the opportunity to qualify include any or all of its or his Registrable Shares in such securitiesregistration statement, subject to the limitations contained in Section 2.2(b) and Section 2.2(c) hereof; provided, however, that if a Holder requests the inclusion of Registrable Shares that are Non-Voting Common Stock (“Non-Voting Registrable Shares”) in any such registration of an underwritten offering, such Non-Voting Registrable Shares will not be included in the registration in the event that the managing underwriter advises the Company in its reasonable opinion that inclusion of the Non-Voting Registrable Shares will have a Material Adverse Effect on such offering. Each Holder who desires to have its or his Registrable Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within 10 Business Days after the date of such notice from the Company (or such shorter period if the Company provides less than 15 Business Days notice as described in the parenthetical above). If, within 30 Days Any Holder shall have the right to withdraw such Holder’s request for inclusion of the receipt such Holder’s Registrable Shares in any registration statement pursuant to this Section 2.2(a) by the Holders of any such giving written notice, any Holder (each a "Requesting Piggyback Holder") delivers notice to the Company a Piggyback Notice, subject of such withdrawal prior to the effectiveness of such registration statement. Subject to Section 2.4 hereof2.2(b) and Section 2.2(c) below, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Registrable Securities specified in such Piggyback Notice. The Company shall have the right to designate the managing underwriter(s) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, may at any time prior to withdraw or cease proceeding with any such registration if it shall at the filing of a registration statement in connection same time withdraw or cease proceeding with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company all other equity securities originally proposed to each Requesting Piggyback Holder and, thereupon, be registered. The Holder's right to participate in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, any piggyback registration shall be relieved of its obligation to register any Registrable Securities conditioned on the Holder entering into an underwriting agreement in connection customary form and acting in accordance with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1terms and conditions thereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Skyterra Communications Inc)
Piggyback Registrations. (a) If at any time the Company proposes or agrees to register for sale by the Company under the Securities Act any of its equity securities (other than securities registered a reg- istration on Form S-4 or Form S-8 S-8, or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"or similar forms), then or any shares of Common Stock held by GSCP pursuant to Section 3.1(b), in a manner that would permit registration of Registrable Securities for sale to the public under the Securi- ties Act and in an underwritten offering, the Company will each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, time promptly give written notice thereof to each Holder of all Stockholders who beneficially own any Registrable Securities (which shall include a list of its intention to do so, of the jurisdictions in which registration form of the SEC that has been se- lected by the Company intends to attempt to qualify and of such securitiesholders' rights under this Section 3.1 (the "Piggyback Notice"). IfThe Company will use its reasonable best efforts to include, and to cause the under- writer or underwriters to include, in the proposed offering, on the same terms and conditions as the securities of the Company included in such offering, all Registrable Securities that the Company has been requested in writing, within 30 Days fifteen (15) cal- endar days after the Piggyback Notice is given, to register by the Stockholders thereof (each such registration pursuant to this Section 3.1(a), a "Piggyback Registration"); provided, however, that (i) if, at any time after giving a Piggyback No- tice and prior to the effective date of the receipt by the Holders of any registration stxxx- ment filed in connection with such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereofregistration, the Company shall include in such registration statement the Registrable Securities specified in such Piggyback Notice. The Company shall have the right to designate the managing underwriter(s) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines determine for any reason either not to register any securities or to delay registration such equity se- curities (or, in the case of such securitiesa Demand Registration (as defined below), GSCP so determines), the Company may, at its electionelection (or, in the case of a Demand Registration where GSCP so deter- mines, the Company shall), give written notice of such withdrawal by the Registering Shareholders or determination by the Company determi- nation to each Requesting Piggyback Holder all Stockholders who beneficially own any Registrable Securities and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration. No , and (ii) in case of a determination by the Company to delay registration effected under this Section 2.2 of its equity securities (or, in the case of a Demand Registration, GSCP so determines), the Company shall be permitted to (or, in the case of a Demand Reg- istration where GSCP so determines, the Company shall) delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities (provided that clauses (i) and (ii) shall not relieve the Company Com- pany of its obligations under Section 3.1(b)). In the case of any registration of Registrable Securities in an underwritten offering pursuant to this Section 3.1(a), all Stockholders pro- posing to distribute their securities pursuant to this Section 3.1(a) shall, at the request of the Company (or, in the case of a Demand Registration, GSCP), enter into an agreement in cus- tomary form with the underwriter or underwriters selected by the Company (or, in the case of a Demand Registration, selected by GSCP). Notwithstanding the foregoing, following an IPO, the Company shall not be obligated to effect any registration upon request of Regis- trable Securities for which Piggyback Registration is requested by a Management Investor if, at the time of such request, all such Registrable Securities are eligible for sale to the public by the requesting Management Investor without registration un- der Rule 144 under Section 2.1the Securities Act, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1with such sale not being limited by the volume restrictions thereunder.
Appears in 1 contract
Piggyback Registrations. (a) If the Company shall at any time propose to file a registration statement under the Company proposes or agrees to register any of its securities Securities Act (other than securities registered an offering relating solely to an employee benefit plan or an offering on Form S-4 or Form S-8 or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"registration statement form that does not permit secondary sales), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder of Registrable Securities including a shelf registration statement (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities“Shelf Registration Statement”). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall promptly notify the Holders of such proposal reasonably in advance of (and in any event not less than fifteen (15) Business Days prior to) the anticipated filing date (the “Company Shelf Notice”). The Company Shelf Notice shall offer the Holders the opportunity to include for registration in such registration statement the number of Registrable Securities specified as it may request (a “Company Shelf Registration”). The Company shall include in each such Company Shelf Registration such Registrable Securities for which the Company has received written request within ten (10) Business Days after delivery to the Holders of the Company Shelf Notice for inclusion therein. If a Holder decides not to include all of such Hxxxxx’s Registrable Securities in any registration statement thereafter filed by the Company, each 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 Company securities, all upon the terms and conditions set forth herein.
(b) Additionally, other than in connection with a request for registration pursuant to Clause 9.3 of this Agreement, if at any time the Company, including if the Company qualifies as a well-known seasoned issuer (within the meaning of Rule 405 under the Securities Act) (a “WKSI”), proposes to file (i) a prospectus supplement to an effective Shelf Registration Statement (a “Shelf Registration Statement”), or (ii) a registration statement other than a Shelf Registration Statement, including, but not limited to, a registration statement on Form F-1, for the sale of Ordinary Shares for its own account, or for the benefit of the holders of its securities, to an underwriter for reoffering to the public or in a “bought deal”, “block trade”, “registered direct offering” or “overnight transaction” (collectively, a “Piggy-Back Offering”), then as soon as practicable but not less than ten (10) Business Days prior to the filing of (a) any preliminary prospectus supplement relating to such Piggy-Back Offering pursuant to Rule 424(b) under the Securities Act, (b) any prospectus supplement relating to such Piggy-Back Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (c) such registration statement, as the case may be, the Company shall give notice of such proposed Piggy-Back Offering to each Holder and such notice shall offer the Holders the opportunity to include in such Piggyback NoticePiggy-Back Offering such number of Registrable Securities as it may request in writing. Each such Holder shall then have ten (10) Business Days after receiving such notice to request, through a writing to the Company, the inclusion of Registrable Securities in the Piggy-Back Offering, except that each such Holder shall have two (2) Business Days after receipt of the notice to request inclusion of Registrable Securities in the Piggy-Back Offering in the case of a “bought deal”, “block trade”, “registered direct offering” or “overnight transaction” where no preliminary prospectus is used. Upon receipt of any such request for inclusion from a Holder received within the specified time, the Company shall use reasonable best efforts to effect the registration in any registration statement of any of the Holder’s Registrable Securities requested to be included on the terms set forth in this Agreement. Prior to the commencement of any “road show,” or if there is no “road show,” prior to the filing of the registration statement or preliminary prospectus supplement, the Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration by giving written notice to the Company of its request to withdraw and such withdrawal shall be irrevocable and, after making such withdrawal, the Holder shall no longer have any right to include Registrable Securities in the Piggy-Back Offering as to which such withdrawal was made.
(c) The Company shall have the right to designate terminate or withdraw any registration or offering initiated by it under this Clause 9.2(c) before the effective date of such registration or the completion of such offering, whether or not the Holder has elected to include Registrable Securities in such registration or offering. The expenses of such withdrawn registration or offering shall be borne by the Company in accordance with Clause 9.5.
(d) In the event the Holder agrees to distribute its Registrable Securities through a Piggy-Back Offering, it shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company provided, however, that no Holder shall be required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of Registrable Securities and authority to enter into the underwriting agreement and to such Hxxxxx’s intended method of distribution, and the liability of such Holder shall be several and not joint, and limited to an amount equal to the net proceeds from the offering received by such Holder.
(e) Notwithstanding any other provision of this Agreement, if the managing underwriter(s) of any such offeringa Piggy-Back Offering determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, subject then the managing underwriter(s) may exclude shares from the Piggy-Back Offering, and the number of shares that may be included in the Piggy-Back Offering shall be allocated, first to the consent of the Registering Shareholders Company, and the Requesting Piggyback Holderssecond, which consents shall not be unreasonably withheld.
(b) If, at any time prior to the filing Holders who requested inclusion of their Registrable Securities in such Piggy-Back Offering on a registration statement pro rata basis based on the total number of Registrable Securities then held by each such Holder, or in connection with a registration described in Section 2.2(a) abovesuch other proportion as shall mutually be agreed to by all such Holders (provided, however, that no such disagreement shall delay the Registering Shareholders withdraw their request for registration or offering). Notwithstanding the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereuponforegoing, in no event shall the case number of a withdrawal by Registrable Securities included in the Registering Shareholders or a determination not offering be reduced unless all other securities (other than securities to register be sold by the Company), if any, are first entirely excluded from the offering. Any Registrable Securities so excluded or withdrawn from such underwriting shall be relieved of its obligation to register any Registrable Securities in connection with such excluded and withdrawn from the registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1.
Appears in 1 contract
Piggyback Registrations. (a) If at any time the The Company proposes or agrees to register any of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder shall notify all Holders of Registrable Securities in writing at least thirty (which shall include 30) days prior to the filing of any registration statement under the Securities Act for purposes of a list public offering of securities of the jurisdictions in which the Company intends (including, but not limited to, registration statements relating to attempt to qualify such securities). If, within 30 Days secondary offerings of securities of the receipt by the Holders of any Company, but excluding registration statements relating to employee benefit plans and corporate reorganizations) and will afford each such written notice, any Holder (each a "Requesting Piggyback Holder") delivers an opportunity to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities specified held by it shall, within fifteen (15) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Piggyback NoticeHolder. The Company 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 designate the managing underwriter(s) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register include any Registrable Securities in connection any subsequent registration statement or registration statements as may be filed by the Company with such registrationrespect to offerings of its securities, all upon the terms and conditions set forth herein. No If the registration effected statement under which the Company gives notice under this Section 2.2 shall relieve 3.2 is for an underwritten offering, the Company shall so advise the Holders of its obligations Registrable Securities. In such event, the right of any such Holder to effect any be included in a registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to this Section 2.13.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least five (5) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. 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 as follows: (i) first, to the Company, (ii) second to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders, and (iii) third, to any shareholder of the Company (other than a Holder) on a pro rata basis. In no event will shares of any other selling shareholder be included in such registration which would reduce the number of shares which may be included by the Holders without the written consent of Holders of a majority of the Registrable Securities proposed to be sold in the offering.
Appears in 1 contract
Piggyback Registrations. (a) If at any Each time that the Company proposes or agrees for any reason to register any of its securities Common Stock under the 1933 Act (a “Proposed Registration”), other than securities registered pursuant to a registration statement on Form S-4 or Form S-8 (or any similar or successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"forms), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, shall promptly give written notice thereof (the “Piggyback Notice”) of such Proposed Registration to each Holder of the Investors (which notice shall be given not less than thirty (30) days prior to the expected effective date of the Company’s registration statement, and in any event within five (5) Business Days after its receipt of notice of any exercise of demand registration rights other than under this Agreement) and shall offer the Investors the right to include any of their Registrable Securities (which in the Proposed Registration; provided, however, that if the Proposed Registration is for an offering pursuant to Rule 415, the Company shall only be required to include a list the Permitted Registrable Shares. No registration pursuant to this Section 4 shall relieve the Company of its obligations to register Registrable Securities pursuant to Section 2 unless all Registrable Securities have been so registered and the related Registration Statement has not been withdrawn and remains effective pursuant to Rule 415 until the expiration of the jurisdictions in which Registration Period.
(b) Each Investor shall have twenty (20) days from the Company intends to attempt to qualify such securities). If, within 30 Days date of receipt of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers Notice to deliver to the Company a Piggyback Notice, subject written request specifying the number of Registrable Securities such Investor intends to sell and such Investor’s intended method of disposition. Any Investor shall have the right to withdraw such Investor’s request for inclusion of such Investor’s Registrable Securities in any registration statement pursuant to this Section 2.4 hereof4 by giving written notice to the Company of such withdrawal. Subject to Sections 4(c) and 4(d) below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein.
(c) If the Proposed Registration is for an offering pursuant to Rule 415 and the number of Registrable Securities requested by the Investors to be included therein exceeds the number of Permitted Registrable Shares, the initial number of Registrable Securities included in any Registration Statement in respect of such Proposed Registration and each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors holding Registrable Securities on the basis of the number of Registrable Securities owned by such Investors, with further successive pro rata allocations among the Investors if any such Investor has requested the registration of less than all of the Registrable Securities specified such Investor is entitled to register. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Piggyback NoticeRegistration Statement for such transferor. Any shares of Common Stock included in such Registration Statement that remain allocated to any Person that ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors that are covered by such Registration Statement.
(d) If the Proposed Registration is an underwritten public offering and the managing underwriter or underwriters of the Proposed Registration advises the Company that the total number of Registrable Securities that the Investors and any other Persons intend to include in the offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Stock offered or the market for the Common Stock, then the Common Stock to be included in such underwritten offering shall include the number of Registrable Securities that such managing underwriter or underwriters advises the Company in writing can be sold without having such material adverse effect, with. such number to be allocated (i) first, to the Company, (ii) second, pro rata among the Investors that have requested participation in such underwritten offering and (iii) third, pro rata among any other holders of Common Stock that have requested participation in such underwritten offering. The Company pro rata allocations for each Investor that has requested participation in such underwritten offering shall be the product of (A) the aggregate number of Registrable Securities proposed to be sold by all Investors in such underwritten offering multiplied by (B) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Investor by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Investors participating in such underwritten offering. All participating Investors shall have the right opportunity to designate share pro rata that portion of such priority allocable to any Investor(s) not so participating.
(e) If any Proposed Registration is in the managing underwriter(s) form of any such an underwritten public offering, subject to the consent of Company shall select and obtain a recognized investment bank or investment bankers and manager or managers that will administer the Registering Shareholders offering; provided that such investment banker(s) and the Requesting Piggyback Holders, manager(s) must be approved (which consents approval shall not be unreasonably withheld.
(b) If, at any time prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by Investors holding at least a majority of the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations requested to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1registered.
Appears in 1 contract
Samples: Registration Rights Agreement (Unigene Laboratories Inc)
Piggyback Registrations. (a) If at any time (a) either (i) the Company proposes or agrees to register for sale by the Company under the Securities Act any of its securities Common Shares (other than securities registered a registration on Form S-4 or Form S-8 S-8, or any successor forms theretoor similar forms) for the account of any Shareholder (each in a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, and (which shall include a list of ii) the jurisdictions FPC Shareholders or any FPC Affiliate Transferee or any other shareholder proposes to sell Registrable Securities in which such registered sale, or (b) the Company intends proposes to attempt to qualify such securities). If, within 30 Days of the receipt register for sale by the Holders of any such written notice, FPC Shareholder or any Holder (each a "Requesting Piggyback Holder") delivers FPC Affiliate Transferee to the Company a Piggyback Notice, subject to Section 2.4 hereofpublic under the Securities Act any Registrable Securities, the Company shall include in each such registration statement the time promptly give written notice to any Trust that beneficially owns any Registrable Securities specified in of its intention to do so, of the registration form of the SEC that has been selected by the Company and of such holders' rights under this Section 5.1 (the "Piggyback Notice"). The Subject to Section 5.1.4, the Company shall have use its reasonable best efforts to include, and to cause the right underwriter or underwriters, if applicable, to designate include, in the managing underwriter(s) of proposed offering, on the same terms and conditions as the Common Shares proposed to be sold by the Company, the FPC Shareholders or FPC Affiliate Transferees and any other shareholder in such offering, subject all Registrable Securities that the Company has been requested in writing, within 15 calendar days after the Piggyback Notice is given, to register by the consent of the Registering Shareholders and the Requesting holders thereof (each such registration pursuant to this Section 5.1.1, a "Piggyback HoldersRegistration"); provided, which consents shall not be unreasonably withheld.
however, that (ba) Ifif, at any time after giving a Piggyback Notice and prior to the filing effective date of a the registration statement filed in connection with a registration described in Section 2.2(a) abovesuch registration, the Registering Shareholders withdraw their request for registration or the Company determines shall determine for any reason either not to register any securities or to delay registration of such securitiesCommon Shares, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder all Trusts who beneficially own any Registrable Securities and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (b) in case of a determination by the Company to delay registration of its Common Shares the Company shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other Common Shares. No In the case of any registration effected under of Registrable Securities in an underwritten offering pursuant to this Section 2.2 shall relieve the Company of its obligations 5.1.1, all Shareholders proposing to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected distribute their securities pursuant to this Section 2.15.1.1 shall, at the request of the Company, enter into an agreement in customary form with the underwriter or underwriters selected by the Company.
Appears in 1 contract
Piggyback Registrations. (a) If at any a Each time the Company proposes or agrees to register any of its securities (other than securities registered on Form S-4 Common Stock under the Securities Act with respect to an offering by the Company for its own account or Form S-8 or any successor forms thereto) for the account of any Shareholder of its securityholders on any form (each other than (i) a "Registering Shareholder")Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC) or (ii) a Registration Statement filed in connection with an exchange offer or offering of securities solely to the Company's existing securityholders) that would legally permit the inclusion of Warrant Securities, then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, shall give each Holder prompt written notice thereof as soon as practicable but in no event not less than 30 days prior to each Holder of Registrable Securities (which the date the registration statement is filed and shall include a list of the jurisdictions in which the Company intends such registration statement all Warrant Securities requested in writing to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Noticebe included therein, subject to the limitations contained in Section 2.4 hereof4(b) (a "Piggy-Back Registration"). Subject to Section 4(b), the Company shall include in such registration statement all such Warrant Securities so requested to be included therein pursuant to the Registrable piggyback rights granted under this Section 4(a). If such registration is pursuant to an underwritten offering, the Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of such proposed offering to permit the Warrant Securities specified requested to be included in a Piggy-Back Registration to be included, subject to Section 4(b), on the same terms and conditions as any Common Stock of the Company or any other securityholder included therein and to permit the sale or other disposition of such Piggyback NoticeWarrant Securities in accordance with the intended method of distribution thereof. The Company will pay all registration expenses (including any described in Section 1) in connection with each registration of Warrant Securities requested pursuant to this Section 4, and each Holder shall have the right to designate the managing underwriter(s) of any such offeringpay all underwriting discounts and commissions and transfer taxes, subject if any, relating to the consent sale or disposition of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time prior such Holder's Warrant Securities pursuant to the filing of a registration statement in connection with a registration described in effected pursuant to this Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such registration4. No registration effected under this Section 2.2 4, and no failure to effect a registration under this Section 4, shall relieve the Company of its obligations obligation to effect any a registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.11 hereof.
(b In a registration pursuant to Section 4(a) involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Holders requesting inclusion in such offering that in such underwriter's or underwriters' opinion the total number of securities which the Company, the Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the Company's own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Company proposes to register, (ii) second, the securities of other securityholders of the Company (other than the Permitted Holders) that the Company proposes to register pursuant to the exercise by such securityholders of any rights such securityholders may have to request that the Company register such securities, (iii) third, the Warrant Securities of the Holders and their assigns and the securities of other securityholders of the Company that the Company proposes to register; provided, that in the event that the number of such Warrant Securities and/or securities, as the case may be, exceeds the amount of securities to be registered, such amount shall be allocated pro rata among all such requesting holders on the basis of the relative number of Warrant Securities or securities, as the case may be, each such holder has requested to be included in such registration and (iv) fourth, the securities of other Persons entitled to exercise "piggy-back" or "demand" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the Company's own account, securities shall be registered in such offering as follows: (i) first, the securities of other securityholders of the Company (other than the Permitted Holders) that the Company proposes to register pursuant to the exercise by such securityholders of any rights such securityholders may have to request that the Company register such securities, (ii) second, the Warrant Securities of the Holders and their assigns and the securities of other securityholders of the Company that the Company proposes to register; provided, that in the event that the number of such Warrant Securities and/or securities, as the case may be, exceeds the amount of securities to be registered, such amount shall be allocated pro rata among all such requesting holders on the basis of the relative number of Warrant Securities or securities, as the case may be, each such holder has requested to be included in such registration and (iii) third, the securities of other Persons entitled to exercise "piggy-back" or "demand" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons) based upon the percentage of the outstanding securities held by such Person.
(c For purposes of this Section 4, the Company shall enter into such agreements and take such other actions as the Holders or the underwriters reasonably request in order to expedite and facilitate the disposition of Warrant Securities pursuant to this Section 4, including, without limitation, preparing for, and participating in, such number of "road shows" and all other customary selling efforts as the underwriters reasonably request in order to expedite and facilitate such disposition, and generally use its best efforts to take all other steps necessary to effect the registration and sale of such Warrant Securities. In the event of any underwritten offering as to which Holders of Warrants have participation rights pursuant to this Section 4, the underwriter(s) or managing underwriter(s) will be chosen by the Company or the holder of Common Stock initiating the registration, and in no event will the Holders of Warrants be entitled to select the underwriter(s) or managing underwriter(s).
Appears in 1 contract
Piggyback Registrations. (aA) If at any time the Company proposes or agrees to register any of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms thereto) for the account of any Shareholder (each a "Registering Shareholder"), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder of Registrable Securities (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement the Registrable Securities specified in such Piggyback Notice. The Company shall have the right to designate the managing underwriter(snotify all Holders in writing at least thirty (30) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time days prior to the filing of a any registration statement in connection with under the Securities Act for purposes of a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or public offering of securities of the Company determines for (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to the Initial Offering, employee benefit plans and corporate reorganizations) and will afford each such Holder who would have been unable to sell all of such Registrable Securities on an unrestricted basis pursuant to Rule 144 promulgated under the Securities Act, during the four-week period immediately preceding the effective date of the registration statement, an opportunity to include n such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any reason either such registration statement all or any part of the Registrable Securities held by it shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to register include all of its Registrable Securities in any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register statement thereafter filed by the Company, such Holder shall be relieved of its obligation nevertheless continue to register have the right to include any Registrable Securities in connection any subsequent registration statement or registration statements as may be filed by the Company with such registrationrespect to offerings of its securities, all upon the terms and conditions set forth herein. No Notwithstanding anything to the contrary, the foregoing shall not apply to any registrations occurring on or after the fifth anniversary of the Initial Offering.
(B) If the registration effected statement under which the Company gives notice under this Section 2.2 shall relieve 2.3 is for an underwritten offering, the Company shall so advise the Holders. In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provisions 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, first, to the Company; second, to the holders of shares of the Company's Series A, Series B and Series C Preferred Stock allocated pro rata on the basis of the total number of shares of Common Stock into which the Series A, Series B and Series C Preferred Stock are convertible; third to the 7,500 shares of Common Stock par value $0.001 per share held by a designee of NationsBank, N.A.; and fourth to any stockholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall reduce the securities being offered by the Company for its obligations own account to effect be included in the registration and underwriting.
(C) The Company shall bear all fees and expenses incurred in connection with any registration upon request under this Section 2.12.3 (excluding underwriters' discounts and commissions, nor which shall be paid by the selling Holders pro rata with respect to their included shares), including without limitation all registration, filing, qualification, printers' and accounting fees, fees and disbursements of counsel to the Company, and the reasonable fees and disbursements of a single counsel to the selling Holders (which counsel shall also be counsel to the Company unless counsel to the Company has a conflict of interest with respect to the representation of any registration hereunder be deemed selling Holder or the underwriters object to have been effected pursuant to Section 2.1the selling Holders representation by Company counsel).
Appears in 1 contract
Samples: Series C Preferred Stock Purchase Agreement (Air South Airlines Inc)
Piggyback Registrations. (a) If The Company shall notify all Holders in writing at least thirty (30) days prior to the filing of any time registration statement under the Securities Act for purposes of a public offering of securities of the Company proposes or agrees (including, but not limited to, registration statements relating to register any secondary offerings of its securities (other than securities registered on Form S-4 or Form S-8 or any successor forms theretoof the Company, but excluding registration statements relating to the Initial Offering, employee benefit plans and corporate reorganizations) for the account of any Shareholder (each a "Registering Shareholder"), then in and will afford each such case the Company shall, not later than five Days after deciding or agreeing Holder who would have been unable to register sell all of such shares, give written notice thereof to each Holder of Registrable Securities (which shall include a list on an unrestricted basis pursuant to Rule 144 promulgated under the Securities Act, during the four-week period immediately preceding the effective date of the jurisdictions in which the Company intends registration statement, an opportunity to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities specified held by it shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Piggyback NoticeHolder. The Company 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 designate include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the managing underwriter(s) Company with respect to offerings of any such offeringits securities, subject all upon the terms and conditions set forth herein. Notwithstanding anything to the consent contrary, the foregoing shall not apply to any registrations occurring on or after the fifth anniversary of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheldInitial Offering.
(b) IfIf the registration statement under which the Company gives notice under this Section 2.3 is for an underwritten offering, at the Company shall so advise the Holders. In such event, the right of any time prior such Holder to be included in a registration pursuant to this Section 2.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the filing extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. 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, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall reduce the securities being offered by the Company for its own account to be included in the registration statement and underwriting, except that in no event shall the amount of securities of the selling Holders included in the registration be reduced below twenty percent (20%) of the total amount of securities included in such registration, unless such offering is the Initial Offering and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. In no event will shares of any other selling stockholder be included in such registration which would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than fifty percent (50%) of the Registrable Securities proposed to be sold in the offering.
(c) The Company shall bear all fees and expenses incurred in connection with a any registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of such securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.12.3 (excluding underwriters' discounts and commissions, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1.which
Appears in 1 contract
Samples: Convertible Debenture Purchase Agreement (Air South Airlines Inc)
Piggyback Registrations. (a) If at any time 4.1 For a period of three years from the date of this Agreement, whenever the Company proposes or agrees to register any of its equity securities under the 1933 Act (other than securities registered by a registration on Form S-4 5-4 or Form S-8 S-8, or any successor forms theretoor similar forms) and the registration form to be used may be used for the account registration of any Shareholder Registerable Securities (each a "Registering ShareholderPiggyback Registration"), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, shall give prompt written notice thereof to each Holder the Shareholder of Registrable Securities (which its intention to effect such a registration and shall include a list of the jurisdictions in such registration all Registerable Securities with respect to which the Company intends to attempt to qualify such securities). If, has received written requests for inclusion therein within 30 Days 10 days after the receipt of the receipt Company's notice.
4.2 The registration expenses (exclusive of legal counsel) of the Shareholder shall be paid by the Holders Company in all Piggyback Registrations.
4.3 If a Piggyback Registration is an underwritten primary registration on behalf of any the Company, and the managing underwriters advise the Company that in their opinion the number of securities requested to be included in such written notice, any Holder (each registration exceeds the number which can be sold in an orderly manner in such offering within a "Requesting Piggyback Holder") delivers price range acceptable to the Company a Piggyback Notice, subject to Section 2.4 hereofor without adversely affecting the marketability of the offering, the Company shall include in such registration statement (i) first, the Registrable securities the Company proposes to sell and (ii) second, the Registerable Securities specified requested to be included in such registration.
4.4 If a Piggyback Notice. The Company shall have Registration is an underwritten secondary registration on behalf of holders of the right to designate Company's securities or securities convertible into the Company's securities, and the managing underwriter(s) underwriters advise the Company in writing that in their opinion the number of any securities requested to be included in such offering, subject registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not to register any securities or to delay registration of holders initially requesting such securitiesregistration, the Company mayshall include in such registration (i) first, at its election, give written notice of such withdrawal the securities requested to be included therein by the Registering Shareholders or determination by holders requesting such registration and (ii) second, the Company Registerable Securities requested to each Requesting Piggyback Holder and, thereupon, be included in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1.
Appears in 1 contract
Samples: Registration Rights Agreement (International Menu Solutions Corp)
Piggyback Registrations. (a) If the Company at any time proposes to file a Registration Statement under the Company proposes or agrees Securities Act with respect to register any offering of its securities (other than securities registered on Form S-4 for its own account or Form S-8 or any successor forms thereto) for the account of any Shareholder other Persons (each a "Registering Shareholder"other than (i) under Section 2.1 hereof, (ii) on Form F-4 or S-8 or any successor form to such forms, or (iii) solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement), then then, as soon as practicable (but in each no event less than 30 days prior to the proposed date of filing such case Registration Statement), the Company shall, not later than five Days after deciding or agreeing to register such shares, shall give written notice thereof of such proposed filing to each Holder all Holders of Registrable Securities (which Shares, and such notice shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by offer the Holders of any such written notice, any Registrable Shares the opportunity to register under such Registration Statement such number of Registrable Shares as each such Holder may request in writing (each a "Requesting “Piggyback Holder") delivers to the Company a Piggyback Notice, subject Registration”). Subject to Section 2.4 hereof2.4, the Company shall include in such registration statement Registration Statement all such Registrable Shares which are requested to be included therein within 15 days after the Registrable Securities specified in receipt by such Piggyback Notice. The Company shall have the right to designate the managing underwriter(s) Holder of any such offeringnotice; provided, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holdershowever, which consents shall not be unreasonably withheld.
(b) If, that if at any time prior to the filing after giving written notice of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not its intention to register any securities and prior to the effective date of the Registration Statement, 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 withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder of Registrable Shares and, thereupon, (i) in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Companyregister, shall be relieved of its obligation to register any Registrable Securities Shares in connection with such registrationregistration (but not from its obligation to pay the Registration Expenses in connection therewith); and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Shares, for the same period as the delay in registering such other securities. No registration effected under If the offering pursuant to such Registration Statement is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2 shall relieve 2.5 must, and the Company of its obligations to effect any registration upon request under Section 2.1shall make arrangements with the underwriters so that each such Holder may, nor shall any registration hereunder be deemed to have been effected participate in such underwritten offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.12.6 must, and the Company will make arrangements so that each such Holder may, participate in such offering on such basis. Each Holder of Registrable Shares shall be permitted to withdraw all or part of such Holder’s Registrable Shares from a Piggyback Registration at any time prior to the effective date thereof.
Appears in 1 contract
Piggyback Registrations. (a) If at any time 3.1 Whenever the Company or any of its affiliates proposes or agrees to register any of its securities under the Securities Act or other applicable law and the registration form to be used is suitable for the registration of the Shares (other than securities registered on Form S-4 or a "PIGGYBACK REGISTRATION") (it being understood that Form S-8 or any successor forms thereto) and Form F-4 may not be used for such purposes), the account Company will give written notice to the holders of any Shareholder Shares (each a "Registering ShareholderHOLDER" and collectively, the "), then in each HOLDERS") of its intention to effect such case the Company shall, not later than five Days after deciding or agreeing to register such shares, give written notice thereof to each Holder of Registrable Securities a registration (which notice shall include a list of describe the proposed registration and distribution, including those jurisdictions where registration under the securities or blue sky laws in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder"intended) delivers to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall and will include in such registration all Shares with respect to which the Company has received written requests for inclusions therein within thirty (30) days after the Company gives such notice. Such notice will be delivered to the Holders at least thirty (30) days prior to the initial filing of a registration statement with the Registrable Securities specified in such Piggyback Noticeand Exchange Commission or other similar regulatory agency. The Company Holders shall have the right to designate exercise their Piggyback Registration rights pursuant to the provisions of this Section on any number of occasions that the Company shall determine to file a Registration Statement.
3.2 If a Piggyback Registration is an underwritten offering of the Company's securities and the managing underwriter(s) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheld.
(b) If, at any time prior to the filing of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or underwriters advise the Company determines for any reason either not in writing that in their opinion the number of securities requested to register any securities or be included in such registration exceeds the number that can be sold in such offering without adversely affecting such underwriters' ability to delay registration effect an orderly distribution of such securities, the Company maywill be entitled to exclude from such registration some or all of the Shares, provided, however, that the quantity of Securities that shall eventually participate in such offering shall be determined in a pro rata basis among all Holders that indicated their intention to participate in such offering.
3.3 Whenever the Company becomes eligible to file an F-3 "Shelf" Registration, the Company shall, at the request of the holders of at the majority of the Shares, file a shelf registration with the Securities and Exchange Commission, and the Company will make reasonable efforts to maintain the effectiveness of such registration statement and will take all reasonable action necessary to allow its electioncontinued use by the holders of the Shares, including the timely filing of all required reports under the Securities Act, for a period of one year. The Company will within twenty (20) days after receipt of any such request give written notice of the proposed registration to all Holders, and include in such withdrawal registration all the Shares held by the Registering Shareholders or determination by all such Holders who wish to participate in such registration and provide the Company to each Requesting Piggyback Holder and, thereupon, in with written requests for inclusion therein within 15 days after the case receipt of a withdrawal by the Registering Shareholders or a determination not to register by the Company, 's notice. Such Holders shall be relieved entitled to six Shelf Registrations subject to the terms hereof.
3.4 Without derogating from the rights of its obligation the Holders, the Founders shall be entitled to register participate in any Registrable Securities in connection with such registration. No registration effected made under this Section 2.2 shall relieve 3, pro rata to their respective holdings, aggregately, in an amount equal to up to one-fifth of the Company total number of its obligations Shares registered in any such registration, subject always to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1the managing underwriter's limitation on a pro-rata basis with the other Holders.
Appears in 1 contract
Samples: Registration Rights Agreement (Backweb Technologies LTD)
Piggyback Registrations. (a) If at any time the Company (i) Buyer proposes or agrees to register for sale by Buyer any of its securities Shares (other than securities registered a registration on Form S-4 or Form S-8 S-8, or any successor forms theretoor similar forms) for sale to the account public under the Securities Act, or (ii) any Person, including any of any Shareholder (each the Sponsors or Founders, proposes to sell Registrable Securities in a "Registering Shareholder")registered sale, then in Buyer shall each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, time promptly give written notice thereof to each any other Sponsor, Founder, Manager or Holder of that beneficially owns any Registrable Securities (which shall include a list of its or their intention to do so, of the jurisdictions in which registration form of the Company intends to attempt to qualify SEC that has been selected and of such securitiesholders’ rights under this Section 6.1(g) (the “Piggyback Notice”). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company a Piggyback Notice, subject Subject to Section 2.4 hereof6.1(j), Buyer shall include, and will cause the Company shall include underwriter or underwriters, if applicable, to include, in such registration statement the Registrable Securities specified proposed offering, on the same terms and conditions as the Shares proposed to be sold by or the Demanding Party (as the case may be) in such Piggyback Notice. The Company shall have the right to designate the managing underwriter(s) of any such offering, subject on a pro rata basis for the Sponsors, Managers and Holders and two times pro rata basis for the Founders, all Registrable Securities that Buyer has been requested in writing, within 15 calendar days after the Piggyback Notice is given, to the consent of the Registering Shareholders and the Requesting register for such Stockholders, as applicable (each such registration pursuant to this Section 6.1, a “Piggyback HoldersRegistration”); provided, which consents shall not be unreasonably withheld.
however, that (bA) Ifif, at any time after giving a Piggyback Notice and prior to the filing effective date of a the registration statement filed in connection with a registration described in Section 2.2(a) abovesuch registration, the Registering Shareholders withdraw their request for registration Buyer or the Company determines Demanding Party, as the case may be, shall determine for any reason either not to register any securities or to delay registration of such securitiesShares, the Company mayBuyer, at its election, shall give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder all Sponsors, Founders, Managers and Holders who Beneficially Own any Registrable Securities and, thereupon, in Buyer or the case of a withdrawal by the Registering Shareholders or a determination not to register by the CompanyDemanding Party, as applicable, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (B) in case of a determination by Buyer or the Demanding Party, as applicable, to delay registration of its Shares, such party shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other Shares. No In the case of any registration effected under of Registrable Securities in an underwritten offering pursuant to this Section 2.2 shall relieve the Company of its obligations 6.1(g), all Stockholders proposing to effect any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected distribute their securities pursuant to this on Section 2.16.1(g) shall, at the request of Buyer, enter into an agreement in customary form with the underwriter or underwriters selected by Buyer or the Demanding Party, as applicable.
Appears in 1 contract
Samples: Shareholder Agreement (LPL Investment Holdings Inc.)
Piggyback Registrations. (a) If Subject to Section 6.07, if, at any time while there still remain Registrable Securities outstanding, the Company proposes or agrees to register any file a new Registration Statement under the Securities Act with respect to an offering of its securities Common Stock for (i) the Company’s own account (other than securities registered on Form S-4 a Registration Statement for a Company dividend reinvestment plan) or Form S-8 or any successor forms thereto(ii) for the account of any Shareholder holder of Common Stock (each a "Registering Shareholder"other than any Holder of Registrable Securities), then in each such case the Company shall, not later than five Days after deciding or agreeing to register such shares, shall give written notice thereof of such proposed filing to each Holder of Registrable Securities as soon as reasonably practicable (which shall include but in no event less than ten (10) Business Days 23 before the anticipated filing date of such new Registration Statement). Upon a list written request, given by any Holder of the jurisdictions in which Registrable Securities to the Company intends to attempt to qualify such securities). If, within 30 ten (10) Business Days of the receipt by the Holders after delivery of any such written noticenotice by the Company, any to include Registrable Securities of such Holder of Registrable Securities in such new Registration Statement (each a "Requesting Piggyback Holder") delivers which request shall specify the number of Registrable Securities proposed to be included in such new Registration Statement), the Company a Piggyback Noticeshall, subject to Section 2.4 hereof6.06, the Company shall include all such requested Registrable Securities in such registration statement new Registration Statement on the Registrable Securities specified in such Piggyback Notice. The Company shall have the right to designate the managing underwriter(s) of any such offering, subject same terms and conditions as applicable to the consent of the Registering Shareholders and the Requesting Company’s or such holder’s Common Stock (a “Piggyback Holders, which consents shall not be unreasonably withheldRegistration”).
(b) IfNotwithstanding the foregoing, if at any time after giving written notice of such proposed filing and prior to the filing effective date of a registration statement in connection with a registration described in Section 2.2(a) abovesuch new Registration Statement, the Registering Shareholders withdraw their request for registration Company or the Company determines such holders shall determine for any reason either not to register any securities or to delay registration proceed with the proposed filing of such securitiesthe new Registration Statement, then the Company may, at its election, give written notice of such withdrawal by determination to the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder Holders of Registrable Securities and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall will be relieved of its obligation to register any Registrable Securities in connection with such registration. No new registration effected under this Section 2.2 shall relieve the Company of its obligations to effect statement.
(c) At any registration upon request under Section 2.1, nor shall any registration hereunder be deemed to have been effected time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2.16.01(a) or this Section 6.05 is effective, in connection with (i) any Marketed Underwritten Offering pursuant to such Shelf Registration Statement initiated by the Investor pursuant to Section 6.01(b) or (ii) any Underwritten Offering pursuant to such Shelf Registration Statement initiated by the Company for its own account or any holder(s) of Common Stock (other than the Investor), in each case, the Company shall forward a notice relating to such Marketed Underwritten Offering or Underwritten Offering, as applicable (such notice, a “Take‑Down Notice‑”), to each Holder of Registrable Securities (other than, in the case of such Marketed Underwritten Offering initiated by the Investor pursuant to Section 6.01(b), to the Investor) included on such Shelf Registration Statement and, subject to Section 6.06, the Company or the holder(s) of Common Stock (other than the Investor) requesting such Underwritten Offering or the Investor requesting such Marketed Underwritten Offering, as applicable, shall permit such Holder of Registrable Securities to include its Registrable Securities included on such Shelf Registration Statement in such Underwritten Offering or Marketed Underwritten Offering, as applicable, on the same terms and conditions as applicable to the Company or the holder(s) of Common Stock (other than the Investor) requesting such Underwritten Offering or the Investor requesting such Marketed Underwritten Offering, as applicable (a “Piggyback Shelf Offering”), if such Holder of Registrable Securities notifies the Company within ten (10) Business Days after delivery of the Take‑Down Notice to such Holder of Registrable Securities (which notification by such Holder of Registrable Securities shall specify the number of Registrable Securities proposed to be included in such Underwritten Offering or Marketed Underwritten Offering, as applicable).
Appears in 1 contract
Samples: Investor Agreement
Piggyback Registrations. (a) In addition to the agreements relating to the Shelf Registration Statement the Company agrees as follows:
(i) If at any time the Company proposes or agrees to register any file an additional registration statement under the Act with respect to an offering of its securities Common Stock (other than securities registered x) for the Company's own account (except pursuant to registrations on Form S-4 or any successor form, or Form S-8 or any successor forms theretoform relating solely to securities issued pursuant to any benefit plan) or (y) for the account of any Shareholder holders of Common Stock other than the Certificate Holder, then (each A) the Company shall give written notice of such proposed filing to the Certificate Holder as soon as practicable (but in no event less than 30 days before the anticipated filing date), (B) such notice shall offer the Certificate Holder, subject to the terms and conditions hereof, the opportunity to request that such actions be taken under Rule 429 under the Act ("Rule 429") as shall cause the prospectus contained in such additional registration statement (a "Registering ShareholderPiggyback Registration Statement") to be available to permit the offer and sale, at the Certificate Holder's election, of some or all of the Transfer Restricted Securities owned by the Certificate Holder on the same terms and conditions as the Company's or such other holder's Common Stock (a "Piggyback Sale"), then in each such case and (C) the Company shall, not later than five Days after deciding or agreeing shall otherwise take such reasonable actions as will enable the Certificate Holder to register such shares, give written notice thereof to each Holder of Registrable Securities (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities). If, within 30 Days of the receipt by the Holders of any such written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the Company effect a Piggyback Notice, subject Sale on such terms and conditions.
(ii) Subject to Section 2.4 hereof6(b), the Company shall include take such actions as shall be required under Rule 429 to cause the combined prospectus contained in such registration statement the Registrable Piggyback Registration Statement to permit the offer and sale of all Transfer Restricted Securities specified in such Piggyback Notice. The Company shall have requested by the right to designate Certificate Holder within 20 days after the managing underwriter(s) receipt of any notice given by the Company pursuant to Section 6(a)(i), clause (A), to be covered by such offeringcombined prospectus; provided, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holdershowever, which consents shall not be unreasonably withheld.
(b) Ifthat if, at any time prior to the filing after giving written notice of a registration statement in connection with a registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company determines for any reason either not its intention to register any securities and prior to the effective date of such Piggyback Registration Statement, 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 withdrawal by determination to the Registering Shareholders or determination by the Company to each Requesting Piggyback Certificate Holder and, thereupon, (i) in the case of a withdrawal by the Registering Shareholders or a determination not to register register, will be relieved of any obligation to cause any Transfer Restricted Securities to be covered by such combined prospectus, without prejudice, however, to the Companyrights of the Certificate Holder to have its Transfer Restricted Securities continue to be included in the Shelf Registration Statement and (ii) in the case of a determination to delay registering, shall be relieved of its obligation permitted to register delay causing any Registrable Transfer Restricted Securities to be covered by the combined prospectus for the same period as the delay in registering such other securities.
(iii) If the offering pursuant to such Piggyback Registration Statement is to be underwritten, then the Certificate Holder making a request for a Piggyback Sale pursuant to this Section 6(a) must participate in such underwritten offering and shall not be permitted to make any other offering in connection with such registration. No registration effected under If the offering pursuant to such Piggyback Registration Statement is to be on any other terms, then the Certificate Holder making a request for a Piggyback Sale pursuant to this Section 2.2 6(a) must participate in such offering on such basis and shall relieve not be permitted to make an underwritten offering in connection with such registration. The Certificate Holder shall be permitted to withdraw all or part of the Certificate Holder's Transfer Restricted Securities from coverage by a Piggyback Registration Statement at any time prior to (but only prior to) the effective date thereof without prejudice to the rights of the Certificate Holder to have its Transfer Restricted Securities continue to be included in the Shelf Registration Statement.
(b) Notwithstanding anything contained herein, if the managing underwriter or underwriters of a sale or offering described in Section 6(a) pursuant to which the Certificate Holder has requested a Piggyback Sale shall advise the Company in writing that (x) the size of its obligations the offering that the Certificate Holder, the Company and any other holders intend to make or (y) the kind of securities that the Certificate Holder, the Company and such other holders intend to include in such offering are such that the success of the offering would be materially and adversely affected, then (A) if the size of the offering is the basis of such underwriter's advice, the amount of Transfer Restricted Securities to be offered for the account of the Certificate Holder shall be reduced 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, however, that, if securities are being offered for the account of Persons other than the Company or the Certificate Holder, the proportion by which the amount of such Transfer Restricted Securities intended to be offered for the account of the Certificate Holder is reduced shall not exceed the proportion by which the amount of such securities intended to be offered for the account of such Persons is reduced; and (B) if the combination of securities to be offered is the basis of such underwriter's advice (1) the Transfer Restricted Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provision in clause (A)) or (2) if the actions described in sub-clause (1) of this clause (B) would, in the judgment of the managing underwriter, be insufficient to eliminate the adverse effect any registration upon request under that inclusion of the Transfer Restricted Securities requested to be included would have on such offering, such Transfer Restricted Securities will be excluded from such offering, but only if all shares of Common Stock are also excluded. Any reduction in Transfer Restricted Securities to be included in an underwritten offering as contemplated by this Section 2.1, nor 6(b) shall any registration hereunder be deemed without prejudice to the Certificate Holder's rights to have been effected pursuant the Transfer Restricted Securities continue to Section 2.1be included in the Shelf Registration Agreement.
Appears in 1 contract
Samples: Common Stock Registration Rights Agreement (Chesapeake Energy Corp)
Piggyback Registrations. (a) If If, at any time time, the Company proposes or agrees is required to register any of its equity securities under the Securities Act (other than pursuant to registrations solely of securities registered on in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or reorganization subject to Form S-4 or any equivalent successor form), pursuant to a registration statement on Form S-8 SB-1, Form SB-2, Form S-1, Form S-2 or Form S-3 (or any equivalent successor forms thereto) form), whether or not for its own account, the account Company shall give prompt written notice of its intention to do so to each of the Holders of record of Registrable Securities. Upon the written request of any Shareholder Holder, made within 15 days following the receipt of any such written notice (each a "Registering Shareholder"), then in each which request shall specify the maximum number of Registrable Securities intended to be disposed of by such case Holder and the intended method of distribution thereof) the Company shall, not later than five Days after deciding or agreeing subject to register Sections 2.1(b), 2.2 and 2.5 hereof, use its best efforts to cause all such sharesRegistrable Securities, give written notice the Holders of which have so requested the registration thereof to each Holder of Registrable be registered under the Securities Act (which shall include a list of together with the jurisdictions in securities which the Company intends at the time proposes to attempt register), to qualify such securities). If, within 30 Days of permit the receipt sale or other disposition by the Holders (in accordance with the intended method of any such written notice, any Holder (each a "Requesting Piggyback Holder"distribution thereof) delivers to the Company a Piggyback Notice, subject to Section 2.4 hereof, the Company shall include in such registration statement of the Registrable Securities specified in such Piggyback Notice. The Company shall have the right to designate the managing underwriter(s) of any such offering, subject to the consent of the Registering Shareholders and the Requesting Piggyback Holders, which consents shall not be unreasonably withheldso registered.
(b) If, at any time after giving written notice of its intention to register any equity securities and prior to the filing effective date of a the registration statement filed in connection with a registration described in Section 2.2(a) abovesuch registration, the Registering Shareholders withdraw their request for registration or the Company determines shall determine for any reason either not to register any securities or to delay registration of such equity securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each Requesting Piggyback Holder and, thereupon, all Holders of record of Registrable Securities and (i) in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Companyregister, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration. No , and (ii) in case of a determination to delay such registration effected under of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(c) Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.2 shall relieve 2.1 by giving written notice to the Company of its obligations request to effect withdraw; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration upon request under Section 2.1, nor shall any registration hereunder be deemed as to have been effected pursuant to Section 2.1which such withdrawal was made.
Appears in 1 contract
Samples: Merger Agreement (Ec Power Inc)
