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. 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. 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. At any time or times beginning on the earlier of the third anniversary of the Effective Date or 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:
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. 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:
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. 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. (a) From the later of the Closing Date and May 15, 2009, and until May 15, 2014, if requested in writing by one or more Investors, including Holder, with respect to, in the aggregate, not less than 4.37 million Investors Shares (as appropriately adjusted for any stock split, combination, reorganization, recapitalization, reclassification, stock dividend, stock distribution or similar event declared or effected with respect to the TerreStar Shares or the Networks Shares) (such request, a “Registration Request” and the date thereof, the “Request Date”), which shall include a completed Notice and Questionnaire, TerreStar shall as promptly as practicable but in any event no later than the 30th day after the Request Date file with the SEC a shelf registration statement (the “Shelf Registration Statement”) providing for the registration of, and the sale on a continuous or delayed basis by Holder of, the Registrable Shares to which the Registration Request relates, pursuant to Rule 415 under the Securities Act or any similar rule that may be adopted by the SEC. TerreStar shall use commercially reasonable efforts to cause the Shelf Registration Statement to become or be declared effective under the Securities Act as promptly as practicable but in no event later than 90 days after the Request Date and to keep the Shelf Registration Statement continuously effective until the earlier of (i) the time when all TerreStar Shares included on such Shelf Registration Statement are no longer Registrable Shares and (ii) the time when a Registration Statement has been in effect with respect to the Registrable Shares for periods totaling 1 year, not counting toward such year (A) any periods when a Deferral Notice is in effect or (B) any Registration Break (such date, the “Registration End Date”). Commercially reasonable efforts shall be deemed to have been used notwithstanding an inability to have the Shelf Registration Statement declared or kept effective due to an inability to obtain the consent of TerreStar’s accountants if TerreStar acts in good faith and after the use of commercially reasonable efforts to obtain such consent by TerreStar.
