Registration of Warrant Shares. (a) Upon the receipt by the Company at any time during the Exercise Period of the written request of registered holders of Warrants and of Warrant Shares representing an aggregate of 25% or more of the Warrant Shares, the Company shall file with the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), such registration statements and amendments thereto and such other filings as may be required to permit the public offering and sale of such Warrant Shares in compliance with the Securities Act. The Company shall be required to register Warrant Shares no more than once pursuant to this Section 5.01(a). If the offering pursuant to any registration statement described in this Section 5.01(a) is made through underwriters and the managing underwriter of such offering shall advise the Company in writing that, in its opinion, the distribution of the number of Warrant Shares requested to be included in the registration concurrently with any securities being registered by the Company or other holders of the Company's securities with the right to request inclusion in such offering would materially and adversely affect the distribution of such securities by the Company, including with respect to the price at which the shares can be sold, then priority for including shares of Common Stock in the offering, up to the number advised by the managing underwriter, shall be allocated first, to each person who has requested inclusion of Warrant Shares pursuant to the "demand" registration right set forth in this Section 5.01(a), pro rata in proportion to the respective number of Warrant Shares to be included by them, and second, to the extent of any remaining capacity as advised by the managing underwriter, to the Company and to each other person who has requested inclusion of shares of Common Stock (including Warrant Shares) pursuant to a "piggyback" registration right, pro rata in proportion to the respective number of shares of Common Stock to be included by them. Such "demand" registration right shall not have a duration of more than five years from the date of effectiveness or the commencement of sales of the Offering. Warrantholders shall have no more than one such "demand" registration right, whether at the Company's expense or otherwise.
Appears in 1 contract
Registration of Warrant Shares. (a) Upon The Company shall not be required to issue or deliver any certificate for its shares of Common Stock purchased upon the receipt by exercise of this Warrant Agreement prior to the admission of such shares to listing on any stock exchange on which shares of the Company’s Common Stock may at that time be listed. In the event of the exercise of this Warrant Agreement with respect to any shares subject hereto, if other shares of Common Stock of the Company are then listed, the Company shall make prompt application for such listing with respect to the shares acquired upon the exercise hereof. If at any time during the Exercise Period of the written request of registered holders of Warrants and of Warrant Shares representing an aggregate of 25% or more of the Warrant Shares, Agreement period the Company shall file with the U.S. Securities and Exchange Commission (the "Commission") be advised by its counsel that shares deliverable upon exercise of Warrants are required to be registered under the Federal Securities Act of 1933, as amended (amended, or that delivery of the "Securities shares must be accompanied or preceded by a prospectus meeting the requirements of the Act"), the Company will use reasonable efforts to effect such registration statements and amendments thereto and or provide such other filings as prospectus not later than a reasonable time following each exercise of this Warrant Agreement, but delivery of shares by the Company may be required to permit the public offering and sale of such Warrant Shares in compliance with the Securities Actdeferred until registration is effected or a prospectus available. The Company shall be under no obligation to register the shares deliverable upon exercise of this Warrant Agreement unless it shall be advised by its counsel that such shares are required to register be so registered. The Holder shall have no interest in the shares covered by this Warrant Shares no more than once pursuant Agreement unless and until certificates for the shares are issued following the exercise of this Warrant Agreement. Notwithstanding anything to the contrary in this Section 5.01(a). If Warrant Agreement, in lieu of affecting the offering pursuant to any registration statement described in this Section 5.01(a) is made through underwriters and the managing underwriter of such offering shall advise preceding sentence, the Company in writing thatmay, in its opinionthe alternative, provide the distribution Holder with a cash payment in consideration of the Warrant Shares subject to such exercise in an amount equal to the excess of the Fair Market Value of one share of Common Stock over the Exercise Price, multiplied by the number of Warrant Shares requested subject to be included in the registration concurrently with any securities being registered by such exercise, and the Company or other holders shall have no further liability of any kind to the Company's securities with the right to request inclusion in such offering would materially and adversely affect the distribution of such securities by the Company, including Holder with respect to the price at which the shares can be sold, then priority for including shares of Common Stock in the offering, up to the number advised by the managing underwriter, shall be allocated first, to each person who has requested inclusion of Warrant Shares pursuant to the "demand" registration right set forth in this Section 5.01(a), pro rata in proportion to the respective number of Warrant Shares to be included by them, and second, to the extent of any remaining capacity as advised by the managing underwriter, to the Company and to each other person who has requested inclusion of shares of Common Stock (including such Warrant Shares) pursuant to a "piggyback" registration right, pro rata in proportion to the respective number of shares of Common Stock to be included by them. Such "demand" registration right shall not have a duration of more than five years from the date of effectiveness or the commencement of sales of the Offering. Warrantholders shall have no more than one such "demand" registration right, whether at the Company's expense or otherwise.
Appears in 1 contract
Samples: Warrant (RBC Bearings INC)
Registration of Warrant Shares. (a) Upon If (but without any obligation to do so) the receipt Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities solely for cash (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), the Company shall, at any time during the Exercise Period such time, promptly give each Holder written notice of such proposed registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 18(d) hereof, the Company shall, subject to the provisions of Section 8(c), endeavor to cause to be registered holders under the Act all of Warrants and of the Warrant Shares representing an aggregate that each such Holder has requested to be registered. (b) Whenever required under this Section 8(a) to effect the registration of 25% or more of the any Warrant Shares, the Company shall shall, as expeditiously as reasonably possible use reasonable efforts to (i) file with the U.S. Securities and Exchange Commission a registration statement (the "CommissionRegistration Statement"), registering for resale the Warrant Shares and (ii) cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended (the "Act") as soon thereafter as reasonably practicable. The Company promptly shall provide each Holder with such copies of the final prospectus contained in the Registration Statement after it becomes effective as they shall reasonably request. In addition, the Company shall (a) use reasonable efforts to keep the Registration Statement effective for a period ending on the earlier of (x) 120 days from its effective date or (y) when all such Warrant Shares can be sold without limitation or delay under Rule 144 and (b) file all reports and forms required to be filed by it under the Securities ActExchange Act of 1934, as amended ("Reports") on a timely basis so long as each Holder owns any Warrant Shares and shall provide each Holder copies thereof when filed. (c) Notwithstanding anything contained herein to the contrary, the Company shall be entitled to postpone the filing of the Registration Statement otherwise required to be prepared and filed by it in accordance with subparagraph (b) or, in the event the Registration Statement has been declared effective, without suspending such effectiveness, instruct the Holder promptly in writing (or any subsequent holders thereof) not to sell or distribute any Warrant Shares (a "Delay"), which instruction Holder shall comply with, as long as the reason for non-disclosure continues, if the Company would be required to disclose in the Registration Statement the existence of any fact relating to a material business situation, transaction or negotiation, or would be required to disclose information that the Company has not otherwise made public, in each case, that the Company reasonably determines is in the best interests of the Company not to disclose at such registration statements time, and amendments thereto unless and such other filings as until each Holder furnishes to the Company in writing information that may be required to permit prepare the public offering disclosure required by Items 507 and sale 508 of such Warrant Shares in compliance with Regulation S-B promulgated under the Securities Act. The Company shall be required to register Warrant Shares no more than once pursuant to this Section 5.01(a). If the offering pursuant to any registration statement described in this Section 5.01(a) is made through underwriters and the managing underwriter of such offering shall advise the Company in writing that, in its opinion, the distribution of the number of Warrant Shares requested to be included in the registration concurrently with any securities being registered by the Company or other holders of the Company's securities with the right to request inclusion in such offering would materially and adversely affect the distribution of such securities by the Company, including with respect to the price at which the shares can be sold, then priority for including shares of Common Stock in the offering, up to the number advised by the managing underwriter, shall be allocated first, to each person who has requested inclusion of such Holder's Warrant Shares pursuant being sold under the Registration Statement provided that, with respect to the "demand" registration right set forth in this Section 5.01(a), pro rata in proportion to the respective number of Warrant Shares to be included by them, and second, to the extent of any remaining capacity as advised by the managing underwriter, to the Company and to each other person who has requested inclusion of shares of Common Stock (including Warrant Shares) pursuant to a "piggyback" registration right, pro rata in proportion to the respective number of shares of Common Stock to be included by them. Such "demand" registration right shall not have a duration of more than five years from the date of effectiveness or the commencement of sales of the Offering. Warrantholders shall have no more than one such "demand" registration right, whether at the Company's expense or otherwise.Delays
Appears in 1 contract
Registration of Warrant Shares. (a) Upon CompuMed shall use reasonable efforts to register the receipt by sale of the Company shares underlying the Warrants (the "Warrant Shares")in an S-3 registration statement with the Securities and Exchange Commission within 180 days of the Closing (other than shares the sale of which has previously been registered under CompuMed's August 1992 registration statement). CompuMed shall, to the extent permissible, take the position that the 1992 registration statement covers 25,000 Warrant Shares. If CompuMed has not effected a registration of the sale of all of the Warrant Shares within 180 days of the Closing, then at any time during thereafter,but only once, SASCo may request that CompuMed so register the Exercise Period of the written request of registered holders of Warrants and of Warrant Shares representing an aggregate of 25% or more sale of the Warrant Shares, in which case CompuMed shall use its best efforts to so register the Company sale of the Warrant Shares at its sole cost and expense, and shall file "blue sky" such sale in Ohio, California and such other States as SASCo may reasonably request; provided, however, that CompuMed shall not be required to incur the expense of a special audit of its books to effect such registration, and provided further that CompuMed shall not be required to endeavor to register such sale if within three weeks of SASCo's request CompuMed shall deliver to SASCo (i) an opinion of its counsel that the transaction or transactions with the U.S. Securities and Exchange Commission (the "Commission") respect to which such registration is requested constitutes a transaction or transactions as to which registration is not required under the Securities Act of 1933, as amended and (ii) there is simultaneously delivered to SASCo a letter from the "Securities Act"), such registration statements and amendments thereto and such other filings as may transfer agent of CompuMed assuring the transferability of the Warrant Shares. CompuMed shall not be required to permit the public offering and sale of such Warrant Shares include in compliance with the Securities Act. The Company shall be required to register Warrant Shares no more than once pursuant to this Section 5.01(a). If the offering pursuant to any registration statement described any Warrant Shares unless SASCo shall have at its expense provided CompuMed with a written statement of all material facts required to be stated in this Section 5.01(a) is made through underwriters such registration statement concerning SASCo, its officers, directors and shareholders, the Warrant Shares and the managing underwriter sale of same, and agreed to defend, indemnify and hold harmless the underwriters participating in such offering shall advise the Company and CompuMed and each of its directors and officers against any loss, cost or expense that may arise because of any untrue or allegedly untrue statements or omission or alleged omission of a material fact made by SASCo in writing thata written statement to CompuMed for inclusion in such registration statement; provided that CompuMed agrees to defend, in indemnify and hold SASCo, and each of its opiniondirectors and officers against any loss, the distribution cost or expense that may arise because of the number any untrue or allegedly untrue statements or omission or alleged omission of Warrant Shares requested to be included a material fact made in the registration concurrently with statement other than any securities being registered untrue or allegedly untrue statements or omission or alleged omission of a material fact made by the Company or other holders CompuMed in reliance upon a written statement of the Company's securities with the right SASCo to request CompuMed provided for inclusion in such offering would materially and adversely affect the distribution of such securities by the Company, including with respect to the price at which the shares can be sold, then priority for including shares of Common Stock in the offering, up to the number advised by the managing underwriter, shall be allocated first, to each person who has requested inclusion of Warrant Shares pursuant to the "demand" registration right set forth in this Section 5.01(a), pro rata in proportion to the respective number of Warrant Shares to be included by them, and second, to the extent of any remaining capacity as advised by the managing underwriter, to the Company and to each other person who has requested inclusion of shares of Common Stock (including Warrant Shares) pursuant to a "piggyback" registration right, pro rata in proportion to the respective number of shares of Common Stock to be included by them. Such "demand" registration right shall not have a duration of more than five years from the date of effectiveness or the commencement of sales of the Offering. Warrantholders shall have no more than one such "demand" registration right, whether at the Company's expense or otherwisestatement.
Appears in 1 contract
Samples: Agreement (Compumed Inc)
Registration of Warrant Shares. (a) Upon If (but without any obligation to do so) the receipt Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities solely for cash (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), the Company shall, at any time during the Exercise Period such time, promptly give each Holder written notice of such proposed registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 18(d) hereof, the Company shall, subject to the provisions of Section 8(c), endeavor to cause to be registered holders under the Act all of Warrants and of the Warrant Shares representing an aggregate that each such Holder has requested to be registered. (b) Whenever required under this Section 8(a) to effect the registration of 25% or more of the any Warrant Shares, the Company shall shall, as expeditiously as reasonably possible use reasonable efforts to (i) file with the U.S. Securities and Exchange Commission a registration statement (the "CommissionRegistration Statement"), registering for resale the Warrant Shares and (ii) cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended (the "Securities Act")) as soon thereafter as reasonably practicable. The Company promptly shall provide each Holder with such copies of the final prospectus contained in the Registration Statement after it becomes effective as they shall reasonably request. In addition, the Company shall (a) use reasonable efforts to keep the Registration Statement effective for a period ending on the earlier of (x) 120 days from its effective date or (y) when all such registration statements Warrant Shares can be sold without limitation or delay under Rule 144 and amendments thereto (b) file all reports and forms required to be filed by it under the Securities Exchange Act of 1934, as amended ("Reports") on a timely basis so long as each Holder owns any Warrant Shares and shall provide each Holder copies thereof when filed. (c) Notwithstanding anything contained herein to the contrary, the Company shall be entitled to postpone the filing of the Registration Statement otherwise required to be prepared and filed by it in accordance with subparagraph (b) or, in the event the Registration Statement has been declared effective, without suspending such other filings effectiveness, instruct the Holder promptly in writing (or any subsequent holders thereof) not to sell or distribute any Warrant Shares (a "Delay") as may long as the reason for non-disclosure continues, if the Company would be required to permit disclose in the public offering and sale Registration Statement the existence of such Warrant Shares in compliance with the Securities Act. The Company shall any fact relating to a material business situation, transaction or negotiation, or would be required to register Warrant Shares no more than once pursuant disclose information that the Company has not otherwise made public, in each case, that the Company reasonably determines is in the best interests of the Company not to this Section 5.01(a). If the offering pursuant disclose at such time, and unless and until each Holder furnishes to any registration statement described in this Section 5.01(a) is made through underwriters and the managing underwriter of such offering shall advise the Company in writing that, in its opinion, the distribution of the number of Warrant Shares requested to be included in the registration concurrently with any securities being registered by the Company or other holders of the Company's securities with the right to request inclusion in such offering would materially and adversely affect the distribution of such securities by the Company, including with respect to the price at which the shares can be sold, then priority for including shares of Common Stock in the offering, up to the number advised by the managing underwriter, shall be allocated first, to each person who has requested inclusion of Warrant Shares pursuant to the "demand" registration right set forth in this Section 5.01(a), pro rata in proportion to the respective number of Warrant Shares to be included by them, and second, to the extent of any remaining capacity as advised by the managing underwriter, to the Company and to each other person who has requested inclusion of shares of Common Stock (including Warrant Shares) pursuant to a "piggyback" registration right, pro rata in proportion to the respective number of shares of Common Stock to be included by them. Such "demand" registration right shall not have a duration of more than five years from the date of effectiveness or the commencement of sales of the Offering. Warrantholders shall have no more than one such "demand" registration right, whether at the Company's expense or otherwise.information that may
Appears in 1 contract
Samples: Ion Networks Inc
Registration of Warrant Shares. (a) Upon In the receipt by event that the Company at any time during the Exercise Period shares of Common Stock issuable upon exercise of the 2008 Warrant (the “2008 Warrant Shares”) are not registered for resale pursuant to an effective registration statement, Arena shall, thereafter, upon receipt of a written request of registered holders of Warrants from Mainfield (the “Notice Date”), prepare and of Warrant Shares representing an aggregate of 25% or more of the Warrant Shares, the Company shall file with the U.S. Securities and Exchange Commission (a shelf registration statement covering the "Commission") resale of all 2008 Warrant Shares for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act Act, with the 2008 Warrant Shares being treated as “Registrable Securities” in accordance with, and being governed by, that certain Registration Rights Agreement, dated as of 1933December 24, 2003, as amended (the "Securities Act"“Registration Rights Agreement”), the provisions and terms of which will be applicable thereto mutates mutandis, as if the Company and Mainfield had executed such registration statements and amendments thereto and such other filings Registration Rights Agreement as may of the Notice Date; provided, however, that (i) references in the Registration Rights Agreement to the initial Filing Date shall be deemed amended to mean 30 days after the Notice Date; (ii) Section 2(b) of the Registration Rights Agreement shall be deemed amended to require that the initial Registration Statement required to permit be filed hereunder shall cover the public offering and sale of such the 2008 Warrant Shares in compliance with Shares; (iii) Sections 2(e) and 2(f) of the Securities Act. The Company Registration Rights Agreement shall be required deemed deleted and shall not apply; (iv) references in the Registration Rights Agreement to register Warrant Shares no more than once pursuant the initial Required Effectiveness Date shall be deemed amended to this Section 5.01(a). If mean 120 days after the offering pursuant to any registration statement described in this Section 5.01(aNotice Date; and (v) is made through underwriters the limitations on liquidated damages (including the 1% and 2% calculations and the managing underwriter of such offering shall advise the Company in writing that, in its opinion, the distribution of the number of Warrant Shares requested to be included in the registration concurrently with any securities being registered by the Company or other holders of the Company's securities with the right to request inclusion in such offering would materially and adversely affect the distribution of such securities by the Company, including with respect to the price at which the shares can be sold, then priority for including shares of Common Stock in the offering, up to the number advised by the managing underwriter, shall be allocated first, to each person who has requested inclusion of Warrant Shares pursuant to the "demand" registration right 10% cap) set forth in Section 2(c) of the Registration Rights Agreement shall apply on an aggregate basis (and not on an individual basis) to the registration rights granted under this Section 5.01(a), pro rata in proportion to 5.02 and the respective number of Warrant Shares to be included by them, and second, to the extent of any remaining capacity as advised by the managing underwriter, to the Company and to each other person who has requested inclusion of shares of Common Stock (including Warrant Shares) pursuant to a "piggyback" registration right, pro rata in proportion to the respective number of shares of Common Stock to be included by them. Such "demand" registration right shall not have a duration of more than five years from the date of effectiveness or the commencement of sales of the Offering. Warrantholders shall have no more than one such "demand" registration right, whether at the Company's expense or otherwiseRegistration Rights Agreement.
Appears in 1 contract
Registration of Warrant Shares. (a) Upon If (but without any obligation to do so) the receipt Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities solely for cash (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), the Company shall, at any time during the Exercise Period such time, promptly give each Holder written notice of such proposed registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 18(d) hereof, the Company shall, subject to the provisions of Section 8(c), endeavor to cause to be registered holders under the Act all of Warrants and of the Warrant Shares representing an aggregate that each such Holder has requested to be registered. (b) Whenever required under this Section 8(a) to effect the registration of 25% or more of the any Warrant Shares, the Company shall shall, as expeditiously as reasonably possible use reasonable efforts to (i) file with the U.S. Securities and Exchange Commission a registration statement (the "CommissionRegistration Statement"), registering for resale the Warrant Shares and (ii) cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended (the "Securities Act")) as soon thereafter as reasonably practicable. The Company promptly shall provide each Holder with such copies of the final prospectus contained in the Registration Statement after it becomes effective as they shall reasonably request. In addition, the Company shall (a) use reasonable efforts to keep the Registration Statement effective for a period ending on the earlier of (x) 120 days from its effective date or (y) when all such registration statements Warrant Shares can be sold without limitation or delay under Rule 144 and amendments thereto (b) file all reports and forms required to be filed by it under the Securities Exchange Act of 1934, as amended ("Reports") on a timely basis so long as each Holder owns any Warrant Shares and shall provide each Holder copies thereof when filed. (c) Notwithstanding anything contained herein to the contrary, the Company shall be entitled to postpone the filing of the Registration Statement otherwise required to be prepared and filed by it in accordance with subparagraph (b) or, in the event the Registration Statement has been declared effective, without suspending such other filings effectiveness, instruct the Holder promptly in writing (or any subsequent holders thereof) not to sell or distribute any Warrant Shares (a "Delay") as long as the reason for non-disclosure continues, if the Company would be required to disclose in the Registration Statement the existence of any fact relating to a material business situation, transaction or negotiation, or would be required to disclose information that the Company has not otherwise made public, in each case, that the Company reasonably determines is in the best interests of the Company not to disclose at such time, and unless and until each Holder furnishes to the Company in writing information that may be required to permit prepare the public offering disclosure required by Items 507 and sale 508 of Regulation S-B promulgated under the Act, with respect to such Holder's Warrant Shares in compliance being sold under the Registration Statement provided that, with respect to Delays because of information related to the Securities Act. The Company (rather than disclosure required to be provided by the holders), the Company shall only be required entitled to register Warrant Shares a maximum of three (3) Delays, each Delay not to exceed a period of thirty (30) days; and further provided, that no more than once pursuant to this Section 5.01(a)period of Delay shall commence within 60 days of a previous Delay. If the offering pursuant to any registration statement described in this Section 5.01(a(d) is made through underwriters and the managing underwriter of such offering Each Holder shall advise (i) reasonably cooperate with the Company in writing that, in its opinion, connection with the distribution preparation and filing of the number of Warrant Shares Registration Statement and execute and deliver any agreements or instruments reasonably requested to be included in the registration concurrently with any securities being registered by the Company or other holders its counsel in connection therewith and (ii) upon discovery that, or upon the happening of any event as a result of which, the Registration Statement (or any prospectus included therein), as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the Company's securities with the right to request inclusion in such offering would materially and adversely affect the distribution of such securities circumstances under which they were made (as determined by the CompanyCompany or its counsel in its sole discretion), including with respect to the price at which the shares can be sold, then priority for including shares of Common Stock in the offering, up to the number advised by the managing underwriter, shall be allocated first, to each person who has requested inclusion forthwith discontinue its disposition of Warrant Shares pursuant to the Registration Statement, until such time as such Holder (or any holders) have received a supplemented or amended prospectus from the Company relating thereto. The Company agrees to use its best efforts to prepare any necessary amendments or supplements to the Registration Statement as soon as reasonably practicable after the same becomes necessary and to provide to each Holder quantities of such amendments or supplements reasonably sufficient for the distribution thereof. (e) The Company shall indemnify and hold harmless each Holder and its respective officers, directors, employees, members, agents, affiliates and control persons (each of the foregoing, a "demand" registration right set forth Holder Indemnitee") who is or may be a party or is or may be threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of or arising from any actual or alleged misrepresentation or misstatement of facts or omission to represent or state any fact or omission to state a fact necessary to make the facts stated under the circumstances not materially misleading, in the Registration Statement or any amendment or supplement thereto or to the prospectus incorporated therein from and against any claim, losses, liabilities, costs and expenses (including attorney's fees, judgments, fines and amounts paid in settlement) ("Loss") actually and reasonably incurred by any such Holder Indemnitee in connection with such claim, action, suit or proceeding or the defense thereof, except to the extent such Loss is the direct result of a misstatement or omission for which such Holder Indemnitee is liable to the Company under Section 9(i); provided, however, that the indemnification contained in this Section 5.01(a8(e) with respect to any preliminary prospectus shall not inure to the benefit of any Holder Indemnitee on account of any such Loss arising from the sale of the Warrant Shares by such Holder Indemnitee to any person if a copy of the definitive prospectus shall not have been delivered or sent to such person within the time required by the Act and the regulations thereunder, and an untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such preliminary prospectus was corrected in the definitive prospectus. (f) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 8(a) to include any of the Holders’ Warrant Shares in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), pro rata and then only in proportion to such quantity as the respective number underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Warrant Shares Shares, requested by stockholders to be included by them, and second, to in such offering exceeds the extent amount of any remaining capacity as advised securities sold other than by the managing underwriterCompany that the underwriters determine in their sole discretion is compatible with the success of the offering, to then the Company and shall be required to each other person who has requested inclusion include in the offering only that number of shares of Common Stock (such securities, including Warrant Shares) pursuant , which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to a "piggyback" registration right, be apportioned pro rata in proportion among the selling stockholders according to the respective number total amount of shares of Common Stock securities entitled to be included therein owned by them. Such "demand" registration right each selling stockholder or in such other proportions as shall not have a duration of more than five years from the date of effectiveness or the commencement of sales of the Offering. Warrantholders shall have no more than one mutually be agreed to by such "demand" registration right, whether at the Company's expense or otherwiseselling stockholders).
Appears in 1 contract
Samples: Ion Networks Inc
