Registration on Demand Sample Clauses
Registration on Demand. (a) During the two-year period commencing on the date that a Warrant is first exercised by any Warrantholder, upon prior written notice (a "Demand Notice") to the Company from holders representing at least a majority of the then outstanding Registrable Securities (as defined in subparagraph (c) below), determined as if the Warrants had been fully exercised, to the effect that the holders of Registrable Securities desire to register any of their Registrable Securities under the Securities Act, the Company shall within 10 business days after receiving any Demand Notice give notice (the "Company's Notice") to the other holders of Registrable Securities stating the identity of the holders requesting registration and the number of Registrable Securities proposed to be sold thereby, and take appropriate action as promptly as practicable after its receipt of the Demand Notice to file with the Securities and Exchange Commission (the "Commission") a registration statement on the appropriate form covering all Registrable Securities specified in the Demand Notice and by such other holders (by notice given to the Company within 15 days after their receipt of the Company's Notice), (ii) use commercially reasonable efforts to cause such registration statement to become effective under the Securities Act and (iii) use commercially reasonable efforts to qualify the Registrable Securities subject to the Demand Notice for sale in such states as reasonably requested by the holders of a majority of Registrable Securities to be included in such registration, if necessary; provided such effort shall not require the Company to qualify as a foreign corporation or subject itself to taxation in any jurisdiction where it is not already so qualified or subject. The Company shall be obligated to effect only one registration pursuant to this Section 15.1.
(b) The holders of the Registrable Securities to be included in any registration pursuant to this Section 15.1 shall be obligated to pay all registration expenses (as that term is defined in Section 15.5 hereof) of such registration whether or not such registration is ever deemed effective. The Company agrees to use its best efforts to effect any registration pursuant to this Section 15.1 in a cost effective manner, consistent with prudent business practices for such registrations.
(c) For purposes of this Agreement, "Registrable Securities" shall mean, collectively (i) the Shares and (ii) any securities issued or issuable with respec...
Registration on Demand. (i) At any time after the Registrable Date the Purchaser on behalf of the Holders of the Transfer Restricted Securities shall have the right to require the Company, by written request, to cause the Transfer Restricted Securities to be registered with the Commission by filing a Registration Statement to cover the offer and resale by a Holder from time to time and the methods of distribution elected by such holder of Transfer Restricted Securities as set forth in such Registration Statement. Within 10 days after receipt of any such request, the Company will serve a written notice of such registration request to all Holders, and the Company will include in such registration all Transfer Restricted Securities of such Holders with respect to which the Company has received written requests for inclusion therein within 20 business days after the delivery such notice. As used herein, "REGISTER", "REGISTERED" and "REGISTRATION" each refer to a registration of the Transfer Restricted Securities effected by filing with the Commission a Registration Statement in compliance with the Act and the declaration or ordering by the Commission of effectiveness of such Registration Statement. "REGISTRATION STATEMENT" shall mean Form S-3 or such other form as may be available to the Company and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. In connection with any registration, the Company will pay for all registration expenses (as defined in Section 5 hereof) and will pay for its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing of the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed.
Registration on Demand. (i) At any time after the Registrable Date the Purchaser on behalf of the Holders of the Transfer Restricted Securities shall have the right to require the Company, by written request, to cause the Transfer Restricted Securities to be registered with the Commission by filing a Registration Statement to cover the offer and resale by a Holder from time to time and the methods of distribution elected by such holder of Transfer Restricted Securities as set forth in such Registration Statement. Within 10 days after receipt of any such request, the Company will serve a written notice of such registration request to all Holders, and the Company will include in such registration all Transfer Restricted Securities of such Holders with respect to which the Company has received written requests for inclusion therein within 20 business days after the delivery such notice. As used herein, "register", "registered" and "registration" each refer to a registration of the Transfer Restricted Securities effected by filing with the Commission a
Registration on Demand. Merck will have the right, on one ---------------------- occasion after the expiration of 12 months after the Company has completed an initial public offering of the Common Stock, to require the Company to file a registration statement on Form S-3 (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") under the Securities Act to register the resale of the Conversion Shares, or if Form S-3 is not available, to otherwise effect the registration under the Securities Act of the resale of the Conversion Shares. The Company shall not be obligated to file and cause to become effective any Registration Statement within a period of four months after the date of a request for registration pursuant to this Section 5.3.1 if, at the time of such request, the filing of such registration statement would, as determined in good faith by a majority of the Board, be seriously detrimental to the Company or its stockholders or adversely affect a material financing project or a material proposed or pending acquisition, merger or other similar corporate transaction to which the Company is or expects to be a party, provided that such right of the Company to delay a request for registration may be exercised by the Company not more than once in any one-year period.
Registration on Demand. 3 SECTION 2.2
Registration on Demand. (a) In addition to any demand rights the Plans may have under Section 9.1 hereof, in the event that either (i) after the IPO the Plans hold Plan Shares valued (based on the IPO price per share) at $50,000,000 or more, or (ii) an Early Termination Event occurs, the Plans will have the right to demand one registration under the Securities Act of all or part of such remaining Plan Shares (unless a shelf registration statement has been or is being effected in accordance with Section 9.2). In addition Northwest will have the right to demand one registration under the Securities Act of all or part of such remaining Pinnacle Corp. Shares held by it following the IPO. At any time (X) following the satisfaction of the conditions contained in clause (i) or (ii) of the previous sentence, upon the written request of Fiduciary Counselors or (Y) following the IPO, upon the written request of Northwest, in the case of either (X) or (Y) requesting that Pinnacle Corp. effect the registration under the Securities Act of all or part of the Pinnacle Corp. Shares then held by the requesting party and specifying the amount and intended method of disposition thereof, Pinnacle Corp. will use its reasonable best efforts to effect the registration under the Securities Act of such Pinnacle Corp. Shares.
(b) Notwithstanding the foregoing, Pinnacle Corp. will not be obligated to file a registration statement relating to any registration request pursuant to this Section 9.5 within a period of six months after the effective date of any other registration statement relating to any registration request pursuant to this Agreement which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 9.1, or, if with respect to such registration statement, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by Pinnacle Corp. at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit.
(c) A registration requested pursuant to this Section 9.5 will not be deemed to have been effected unless it has become effective; provided that if, within 180 days after it has become effective, the offering of the Pinnacle Corp. Shares pursuant to such registration is interfered with by any st...
Registration on Demand