Registration Request. At any time during the Registration Period but subsequent to January 3, 2002, and within 45 days of receipt by the Company of the written request of the Holder, the Company shall diligently proceed to file with the Securities Exchange Commission (the "SEC") a registration statement under the Securities Act, on Form S-3 (or any successor form), or if the Company is not eligible for Form S-3, on such other appropriate form as the Company shall select, covering such number of Option Shares as the Holder shall notify the Company in writing. The Company will use its best efforts to cause such registration statement to become effective as soon as practicable following such request; provided, however, that the Company will not be required to file a registration statement on more than one occasion.
Registration Request. At any time following the Initial Public Offering, each Investor may request (the “Requesting Investor”) in writing that the Company effect the registration under the Securities Act of all or any portion of their Registrable Securities, specifying the intended method of disposition thereof (each such request, a “Demand Registration”) and the Company shall then provide prompt notice to the other Investor and any other Holders and shall thereupon use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of all Registrable Securities for which such Investor has requested registration under this Section 2.01(a); provided that the Company shall not be obligated to effect a Demand Registration unless the aggregate gross proceeds expected to be received from the sale of the Registrable Securities requested to be included by such Investor in such Demand Registration are at least $20,000,000. Subject to the restrictions set forth in Section 2.01(d), all other Registrable Securities that any other Investor (all such Investors, together with the Requesting Stockholders and any other Person participating in the registration, the “Participating Holders”) have requested the Company to register by request received by the Company within 10 days after such Investor receives the Company’s notice of the Demand Registration, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided that if the Demand Registration involves an underwritten Public Offering, no Person may participate in any Registration Statement pursuant to this Section 2.01(a) unless such Person agrees to sell their Registrable Securities to the underwriters selected as provided in Section 2.05(f) on the same terms and conditions as apply to the Requesting Investor and no such Person shall be required to make any representations or warranties, or provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) as to (i) such Person’s ownership of his, her or its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, (iii) such matters pertaining to compliance with securities laws by such Person as may be reasonably requested and (iv) such information furnish...
Registration Request. If the Company shall receive a Registration Request from a Stockholder requesting that the Company file a Registration Statement relating to an Underwritten Public Offering of shares of Common Stock owned by such Stockholder, the Company shall give promptly (and in any event within ten business days) a Notice of Registration Request to each other Stockholder of the receipt of the Registration Request, enclosing a copy of the Registration Request. During the Request Period, the other Stockholders shall be entitled to give a Supplemental Registration Request to the Company in which any or all such Stockholders request that the Company register pursuant to the Securities Act and the Securities Act Rules all or any portion of the shares of Common Stock owned by such Stockholders to be distributed in an Underwritten Public Offering.
Registration Request. The Company shall file with the Commission as soon as reasonably practicable after the Closing Date, but in any event no later than fifteen (15) Business Days after the Closing Date, a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on Form S-1 or on another appropriate form in accordance herewith and the Company shall undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided, that the Company shall use its best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission). The Company shall use its best efforts to cause each Registration Statement to be declared effective by the Commission as soon as practicable following the filing thereof, but in any event no later than the Effectiveness Deadline, and shall use its best efforts to keep each Registration Statement continuously effective under the Securities Act until the earlier of (i) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by Parent or (ii) the date that all Registrable Securities covered by such Registration Statement may be sold by Parent (A) without volume or manner of sale restrictions under Rule 144 and (B) without the requirement for the Company to be in compliance with the current public information requirement under Rule 144(c)(1) (such period of time, the “Effectiveness Period”). The Company shall request effectiveness of any such Registration Statement as of 5:00 p.m., New York City time, on a Trading Day. The Company shall promptly notify Parent via facsimile or electronic mail of a “.pdf” format data file of the effectiveness of a Registration Statement on the same Trading Day that the Company confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m., New York City time, on the Trading Day after the effective date of such Registration Statement, file a final Prospectus for a Registration Statement with the Commissio...
Registration Request. At any time or times beginning on the 180th day after the first closing of the Company’s initial public offering of Common Stock, if the Company will receive from Initiating Holders a written request (the “Initial Request”) that the Company register all or a part of the Registrable Securities and if such Registrable Securities registration is anticipated to result in an aggregate offering price to the public in excess of $10,000,000, then the Company will:
(i) give written notice of the proposed registration to all other Holders within 10 days of the receipt thereof from such Initiating Holders (the “Registration Notice”); and
(ii) as soon as practicable, and in any event within 90 days of the receipt of such request, use the Company’s best efforts to effect such registration (including filing post-effective amendments, receiving appropriate qualifications under applicable blue sky laws or other state securities laws, and complying appropriately with the Securities Act) so as to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities that are specified in the Initial Request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in the Initial Request as are specified in a written request received by the Company within 20 days after the Company mails or delivers the Registration Notice. Notwithstanding anything to the contrary in this Agreement, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, then the Company will be entitled, at the Company’s sole election, to join in any such registration with respect to securities to be offered by the Company or by any other person or entity.
Registration Request. In order to exercise its rights under Section 3.1, the Investor must deliver a Registration Request to the Company within 20 days after receiving a Registration Notice. Each Registration Request must specify (a) the number of Subject Shares, and (b) the Investor’s intended method of disposing of the Subject Shares. If the Company timely receives a Registration Request, then the Company shall include in the Piggyback Registration Statement (and any related qualifications or compliance filings under applicable state securities laws), and in any underwriting involved in the registration, all or any portion of the Subject Shares.
Registration Request. ServiceMaster shall not be required to initiate a registration under this Part 7 unless ServiceMaster shall have received a written request from WMX:
(a) affirming that WMX desires to sell Original shares to the public;
(b) affirming that in the opinion of their counsel, the proposed sale would require registration of Original shares to be sold under the Securities Act and/or qualification of such Original shares under any applicable state securities or blue sky laws in any jurisdiction in which the WMX desires to make such sale;
(c) requesting that ServiceMaster undertake a registration of Original shares under this Section 7.2;
(d) identifying the number of Original shares to be included in such registration (provided, that WMX may later increase or decrease such number to the extent not prohibited by this Agreement or the Securities Laws); and
(e) describing the method by which WMX proposes to sell such Original shares (provided, that WMX may later change such method). In the event WMX proposes to sell such Original shares pursuant to an underwritten offering or through an exclusive broker or brokers, ServiceMaster shall have the right to select one of the managing underwriters (the managing underwriter that shall "run the books") for such offering or such exclusive broker(s), provided that such managing underwriter or exclusive broker(s) shall be reasonably acceptable to WMX and that, if managing underwriters are used, WMX shall have the right to select the other managing underwriter (provided that such managing underwriter shall be reasonably acceptable to ServiceMaster).
Registration Request. At any time after the six (6) month anniversary of the consummation by the Issuer of the Initial Public Offering, each Investor may request in writing that the Issuer effect the registration under the Securities Act of all or any portion of their Registrable Securities, specifying the intended method of disposition thereof (each such request, a “Demand Registration”), and the Issuer shall use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of all Registrable Securities for which such Investor has requested registration under this Section 2.01(a); provided, that the Issuer shall not be obligated to effect a Demand Registration unless the aggregate gross proceeds expected to be received from the sale of the Registrable Securities requested to be included by such Investor in such Demand Registration are at least $25,000,000.
Registration Request. At any time that the Shares are eligible to be registered by the filing of a Form S-3 registration statement under the Securities Act (or any successor form thereto), Xxxxxx, the Eos Stockholders (as a group), the ACAS Stockholders (as a group) or the Sankaty Stockholders (as a group) may request registration under the Securities Act of all or any portion of their Shares (provided the amount of their Shares to be registered equals at least 1% of the then outstanding Common Stock and relates to shares of Common Stock having an aggregate offering price of at least $1,000,000) on Form S-3 (a “Demand Registration”), subject to the limitations set forth in Section 8(b) below. The Company shall undertake such registration pursuant to Section 8(e) below.
Registration Request. Under the conditions described herein, Xxxxxx Mac may request the Depositor (such request, a "Registration Request") to effect the registration under the Act of the issuance of Exchange Certificates (as defined below) in an amount set forth in the Registration Request and to deliver such Exchange Certificates to Xxxxxx Mac in exchange for an equal amount of the Certificates (the "Sale Certificates"), and the sale by Xxxxxx Mac of the Exchange Certificates.
