REGISTRATION RIGHTS OF STOCKHOLDERS Sample Clauses

REGISTRATION RIGHTS OF STOCKHOLDERS. For a period of one (1) year following the Closing, in the event that THINK proposes to register any of its securities under the Securities Act of 1933, as amended (the "Securities Act") in connection with an underwritten public offering of such securities or the resale of securities owned by Xxx Xxxxx or Xxxx Xxxxx (the "Principal Stockholders") solely for cash (other than registration on Form X-0, Xxxx X-0 or any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the shares of THINK Stock owned by the Stockholders), THINK shall notify the Stockholders of such registration (the "Piggyback Notice"). Upon the written request of holders of at least twenty-five percent (25%) of the THINK Stock issued at Closing to the Stockholders given within twenty (20) days after receipt of such Piggyback Notice from THINK, THINK shall cause to be included in the registration statement (the "Registration Statement") filed under the Securities Act up to that number of shares of THINK Stock owned by the Stockholders resulting from: (a) dividing the number of shares of THINK Stock owned by the Stockholders by (b) the number of shares of THINK Stock owned by the Principal Stockholders multiplied by (c) the number of shares of THINK Stock being registered for resale by the Principal Stockholders; provided that, with respect to a Registration Statement filed by THINK within four (4) months of the Closing, the amount of shares of THINK Stock issued to the Stockholders hereunder to be included in the Registration Statement shall be limited to fifteen percent (15%) of the number of shares of THINK Stock owned by such Stockholders. Notwithstanding the foregoing, if the registration which THINK gives notice is for a registered public offering involving an underwriting and the underwriter advises THINK in writing that marketing factors require a limitation on the number of shares to be underwritten, the representative may (subject to the limitations set forth below) exclude all of the Stockholders' THINK Stock from, or limit the number of shares of THINK Stock held by the Stockholders to be included in, the registration and underwriting. THINK shall so advise all Stockholders requesting registration, and the number of shares of THINK Stock that are entitled to be included in the Registration Statement shall be allocated among the Stockholders and other persons ("Other Holders") who, by vir...
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REGISTRATION RIGHTS OF STOCKHOLDERS. In the event that THINK proposes to register any of its securities under the Securities Act of 1933, as amended (the "Securities Act") in connection with an underwritten public offering of such securities or the resale of securities owned by Xxxxx Xxxxxxx, Xxx Xxxxx, Xxxx Xxxxx, Xxxxx XxXxxx or Omnicom Group Inc. (the "Principal Stockholders") solely for cash (other than registration on Form X-0, Xxxx X-0 or any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the shares of THINK Stock owned by the Stockholders), THINK shall notify the Stockholders of such registration (the "Piggyback Notice"). Upon the written request of each Stockholder given within twenty (20) days after receipt of such Piggyback Notice from THINK, THINK shall cause to be included in the registration statement (the "Registration Statement") filed under the Securities Act up to that number of shares of THINK Stock owned by the Stockholders resulting from: (a) dividing the number of shares of THINK Stock owned by the Stockholders by (b) the number of shares of THINK Stock owned by the Principal Stockholders multiplied by (c) the number of shares of THINK Stock being registered for resale by the Principal Stockholders; PROVIDED, HOWEVER, that THINK shall have no registration obligation hereunder or otherwise if the proposed Registration Statement relates to an underwritten offering by THINK and the managing underwriter of the subject offering has expressed its objection to the same to THINK.
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Related to REGISTRATION RIGHTS OF STOCKHOLDERS

  • Rights of Stockholders No holder of this Warrant shall be entitled, as a Warrant holder, to vote or receive dividends or be deemed the holder of the Shares or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.

  • Rights of Stockholder Except as otherwise provided in Section 2 and this Section 3, during the Vesting Period and after the certificates for the Restricted Shares have been issued, the Recipient shall be entitled to all rights of a stockholder of the Company, including the right to vote and the right to receive dividends, with respect to the Restricted Shares subject to this Agreement. Subject to applicable withholding requirements, if any, dividends on the Restricted Shares shall be paid to the Recipient when earned and payable.

  • Registration Rights No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

  • Registration Rights Granted The Company hereby grants registration rights to the Purchaser pursuant to a Registration Rights Agreement dated as of even date herewith between the Company and the Purchaser.

  • Registration Rights and Voting Rights Except as required pursuant to the Investor Rights Agreement, the Company is presently not under any obligation, and has not granted any rights, to register under the Securities Act of 1933, as amended (the “Securities Act”), any of the Company’s presently outstanding securities or any of its securities that may hereafter be issued. To the Company’s knowledge, no stockholder of the Company has entered into any agreement with respect to the voting of equity securities of the Company.

  • No Rights of Stockholders Neither the Optionee nor any personal representative (or beneficiary) shall be, or shall have any of the rights and privileges of, a stockholder of the Company with respect to any Shares purchasable or issuable upon the exercise of the Option, in whole or in part, prior to the date on which the Shares are issued.

  • Registration Right The Warrant Securities are subject to the terms of a Registration Rights Agreement. Upon request, a copy of the Registration Rights Agreement is available, without charge, from the Company.

  • Waiver of Registration Rights The Company shall obtain a waiver of so-called "piggy-back" registration rights from any holders of any securities of the Company who have the right to require inclusion of any or all of their securities in the Registration Statement contemplated by this Agreement.

  • Registration and Transfer of Shares (a) Any Transfer of any Shares shall only be completed subject to the compliance by the Member and the proposed transferee with all applicable laws; and furthermore may only be completed in accordance with the provisions of this Agreement.

  • Transfer of Registration Rights The rights to cause the Company to register securities granted to the Holders of Registrable Securities pursuant to this Agreement may be transferred or assigned only to (i) an affiliate or immediate family member of a Holder of Registrable Securities or (ii) an immediate or remote transferee of the Holder of Registrable Securities who, after such transfer, is the Holder of not less than 5% of the number of shares of Registrable Securities outstanding as of the date of this Agreement; provided that the transferee first agrees in writing to be bound by the terms of this Agreement.

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