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...
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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.
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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
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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.
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Registration on Demand. 3 SECTION 2.2
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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...
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Registration on Demand 
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Related to Registration on Demand

  • Limitation on Demand Registrations The Lead Investor will be entitled to initiate no more than five Demand Registrations (other than Short-Form Registrations permitted pursuant to Section 1(c)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead Investor, the Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the registration of Common Shares. The Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 million, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No request for registration will count for the purposes of the limitations in this Section 1(b) if (i) the Requesting Holder(s) determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission (other than solely by reason of the Requesting Holder(s) having refused to proceed) and such Requesting Holder(s) withdraw the Registration Request prior to such Registration Statement being declared effective, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction of the Requesting Holder(s) within 30 days of the date of such order, (iv) more than 10% of the Registrable Securities requested by such Requesting Holder(s) to be included in such registration are not so included pursuant to Section 1(f), or (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by any member of such Requesting Holder(s)). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 1(a) regardless of whether or not such request counts toward the limitation set forth above.

  • Limitations on Demand Registrations (a) Each holder of the Registrable Securities that owns at least 20,000 shares of Series 1 Preferred shall be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations. (b) The Company shall be entitled to postpone for a reasonable period of time not to exceed forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of any registration statement otherwise required to be prepared and filed by it if, at the time it receives a Demand Registration request or at any time during the process of registration, prior to being declared effective by the SEC, the Board of Directors of the Company determines, in its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance to the Company (other than an underwritten public offering of its securities), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay; provided, however, that the Company shall not be entitled to postpone filing a registration statement in response to a Demand Registration for the twelve (12) months following the expiration of such forty-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated).

  • Restrictions on Demand Registrations The Company shall not be obligated to effect any Demand Registration within six (6) months after the effective date of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such request. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement.

  • Priority on Demand Registration If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

  • Registration on Request (i) At any time (x) after the third anniversary of the date of the Closing, upon the written request of Shareholders holding in the aggregate 40% of all Registrable Securities then held by Shareholders (assuming for this purpose exercise of all outstanding Warrants) or (y) after an initial public offering, upon the written request of Shareholders holding in the aggregate 10% of all Registrable Securities then held by Shareholders (assuming for this purpose the exercise of all outstanding Warrants) (such Shareholders being referred to as the “Requesting Holders”), the Requesting Holders may request that the Company either (i) effect the registration under the Securities Act for an underwritten public offering of all or part of the Registrable Securities held by them (the “Single Registration Option”), (ii) effect the registration of all or any of their Registrable Securities by filing a registration statement under the Securities Act (the “Shelf Registration Statement”) which provides for the sale by the Requesting Holders of their Registrable Securities from time to time in underwritten public offerings pursuant to Rule 415 under the Securities Act (the “Shelf Option”), or (iii) permit the sale of Registrable Securities that are already included in an effective Shelf Registration Statement pursuant to an underwritten public offering (the “Takedown Option”); provided, however, that the Requesting Holders may not elect the Shelf Option or the Takedown Option if the request thereunder is in connection with or would constitute an initial public offering. Upon receipt of such request, the Company will promptly give written notice to all other holders of Registrable Securities (the “Other Holders”) that a request for registration or for a takedown has been received. For a period of 10 days (or two Business Days in the case of a Takedown Option request) following receipt of such notice, the Other Holders may request that the Company also register their Registrable Securities (or include Registrable Securities in such takedown) and the Company may determine to include its authorized and unissued securities in such registration or takedown. The failure of any Other Holder to affirmatively indicate its intent to include its Registrable Securities in such registration or takedown shall be deemed a waiver of any right to so include such Registrable Securities in such registration statement or takedown. After the expiration of such 10-day period or two-Business Day period, as the case may be, the Company shall notify all holders of the number of Registrable Securities to be registered or included. Subject to the provisions of this Section 3, in the case of either the Single Registration Option or the Shelf Option, the Company shall use its reasonable best efforts to cause the prompt registration under the Securities Act of (A) the Registrable Securities that the Requesting Holders and the Other Holders have requested the Company to register, and (B) all other securities that the Company has determined to register, and in connection therewith will prepare and file a registration statement under the Securities Act to effect such registration. Such registration statement shall be on such appropriate registration form of the Commission as shall be selected by the Company, and such selection shall be reasonably acceptable to the holders of a majority of the aggregate Registrable Securities to be sold by the Requesting Holders. Subject to the provisions of this Section 3, in the case of a Takedown Option, the Company shall use its reasonable best efforts to cause all Registrable Securities so requested to be included in such underwritten public offering and shall prepare and file any prospectus supplement reasonably necessary to effectuate a takedown. Notwithstanding the foregoing, the Company will not be required to file a registration statement or proceed with a takedown in any of the following situations: (1) the Registrable Securities of Requesting Holders to be offered pursuant to such request do not have an aggregate offering price of at least U.S. $50 million in the case of an initial public offering or U.S. $25 million with respect to any subsequent offering (based on the then current market price or, in the case of an initial public offering, the aggregate offering price proposed to be set forth on the cover page of the registration statement); (2) during any period (not to exceed 60 days with respect to each request) when the Company has determined to proceed with a public offering and, in the judgment of the managing underwriter thereof, the requested filing would have an adverse effect on the public offering; provided that the Company is actively employing in good faith all reasonable efforts to cause such public offering to be consummated; (3) during any period (not to exceed 60 days with respect to each request) when the Company is in possession of material non-public information that the Board determines is in the best interest of the Company not to disclose publicly; or (4) to the extent required by the managing underwriter in an underwritten public offering, during a period, not to exceed 180 days in the case of the initial public offering or 90 days in the case of all other offerings, following the effectiveness of any previous registration statement filed by the Company. The right of the Company not to file a registration statement or proceed with a takedown pursuant to paragraphs (2) and (4) above may not be exercised more than once in any twelve-month period, and pursuant to paragraph (3) above may not be exercised more than twice in any twelve-month period. Requesting Holders holding a majority of the Registrable Securities requested to be registered or included in a takedown may, at any time prior to the effective date of the registration statement relating to such registration or the execution of an underwriting agreement relating to such takedown, revoke such request, without liability to any of the other Requesting Holders or the Other Holders, by providing a written notice to the Company revoking such request.