Registration Upon Request. (a) At any time beginning 180 days after the date hereof, the Majority Holders may request by written notice (a "Demand Notice") to the Company that the Company effect the registration under the Securities Act of a number of Registrable Securities at least equal to 5% of the shares of the Common Stock then outstanding, stating the intended method of disposition of such shares. The registration rights contemplated by this Section 2.1 may be exercised only three (3) times by the Majority Holders during the term of this Agreement; provided, however, the request for registration shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number of Registrable Securities requested to be included in the registration is reduced by 15% or more pursuant to Section 2.1(c). Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration.
(b) Upon receipt of such request, the Company shall, as soon as practicable, prepare and file a Registration Statement with the SEC on an appropriate form under the Securities Act with respect to all of the Registrable Securities that Holders of such securities have requested that the Company register, and use its best efforts to cause such Registration Statement to become effective.
(c) In connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold by other stockholders of the Company; provided, however, that if the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number...
Registration Upon Request. In the event that the Company shall receive from Investors holding twenty (20) percent of the Registrable Shares then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any applicable successor Form) with respect to all or a part of the Registrable Shares owned by such Investors, then the Company will promptly use its best efforts to effect such registration of all or such portion of such Investors' Registrable Shares as are specified in such request; PROVIDED that, if the Company has been given a notice of the type specified in Section 2.1, 3 or this Section 4.1, the Company is not at such time continuing to pursue the registration referred to in such notice. Promptly after receipt by the Company of a notice requesting registration pursuant to this Section 4.1, the Company shall give to each Investor written notice of such request for registration. Upon the written request of any Investor given within ten days after the giving of any such notice by the Company, the Company shall use its best efforts to cause to be included in such registration the Registrable Shares of such Investor, to the extent requested to be registered. Subject to Section 4.3, the Company may include in any registration pursuant to this Section 4.1 additional shares of Common Stock for sale for its own account or for the account of any other Person. No registration under this Section 4.1 shall be underwritten unless the Company shall otherwise elect in its sole and absolute discretion.
Registration Upon Request. (i) If, at any time after the Closing Date and prior to the third anniversary of the Closing Date, the Investor is or is deemed to be an “affiliate” of the Company within the meaning of Rule 144(a)(1) under the Securities Act, upon the request of the Investor, the Company shall use its reasonable best efforts to register under the Securities Act all or any portion of the Purchased Shares and any shares acquired pursuant to Section 3.1, held by the Investor for sale in the manner specified in such notice, provided that the reasonably anticipated aggregate price to the public of such offering shall exceed $1,000,000. The Company shall prepare a registration statement (a “Demand Registration Statement”) on Form S-3 or such other appropriate or available registration form of the SEC, utilizing Rule 415 to the extent possible under the Securities Act if so requested, with respect to any Demand Registration Statement. The Company shall not be required to effect more than one Demand Registration Statement, provided, however that if the number of shares requested by the Investor to be included in the Demand Registration Statement has been reduced by twenty-five percent (25%) or more pursuant to Section 3.2(a)(iv), the Company shall be required to effect one additional Demand Registration Statement if so requested in accordance with this clause (i), provided, further, that in the case of any such reduction, the Company shall not be required to effect more than two (2) Demand Registration Statements in the aggregate.
(ii) Following receipt of any notice under paragraph (i) above, the Company may also register for sale for its own account or that of other security holders such additional shares of the Company’s capital stock as it shall desire, subject to paragraph (iv) below.
(iii) In connection with any registration pursuant to this Section 3.2(a), if and when the Company is required by the provisions of paragraph (i) to register the Purchased Shares, the Company shall:
Registration Upon Request. 8 SECTION 5.02.
Registration Upon Request. Subject to the provisions of Section 2.4 below, at any time or from time to time, Investors holding thirty (30) percent of the Registrable Shares then outstanding may notify the Company in writing that such Investors desire for the Company to cause all or a portion of the Registrable Shares to be registered under the Securities Act pursuant to this Section 2.1; PROVIDED that the Registrable Shares to be so registered by such Investors shall have an aggregate proposed sales price of at least $1,000,000. Thereafter, the Company shall promptly give to each Investor written notice of such demand for registration. Upon the written request of any Investor given within ten days after the giving of any such notice by the Company, the Company shall use its best efforts to cause to be included in such registration the Registrable Shares of such Investor, to the extent requested to be registered. Thereafter, subject to the conditions, limitations and provisions set forth below in Sections 2.3, 2.4 and 5, the Company shall promptly prepare and file, and use its best efforts to prosecute to effectiveness, an appropriate filing with the Commission of a registration statement covering all of those Registrable Shares with respect to which registration under the Securities Act has been requested by the requesting Investors; PROVIDED that, if the Company has been given a notice of the type specified in Section 2.1 or 4.1, the Company is not at such time continuing to pursue the registration referred to in such notice. Subject to the provisions of Section 2.3 below, the Company may include in any registration pursuant to this Section 2.1 additional shares of Common Stock for sale for its own account or for the account of any other Person.
Registration Upon Request. 63 SECTION 10.02. Covenants of the Issuer..........................67 SECTION 10.03.
Registration Upon Request. At any time after the date hereof, the Holder or Holders of Registrable Securities constituting at least a majority of the total number of shares of Registrable Securities then outstanding or issuable upon exercise of then outstanding Warrants may request the Corporation to register under the Securities Act, for sale in accordance with the method of disposition specified in such notice, all or any portion of the Registrable Securities held by such requesting Holder or Holders; provided, however, that the aggregate offering price of the shares of Registrable Securities to be registered (if they constitute less than all of the Registrable Securities held by the requesting Holder or Holders) must be reasonably likely to equal or exceed $500,000; and provided further, that the Corporation shall have no obligation to (i) effect more than two (2) registration under this Section 8.1(b) during any period of twelve (12) consecutive months; or (ii) to effect any registration under this Section 8.1(b) within 180 days after the effective date of any registered offering of the Corporation’s securities to the general public in which such Holder or Holders shall have been able to register all Registrable Securities as to which registration shall have been requested pursuant to Section 8.1(c).
Registration Upon Request. At any time after the Option may be exercised or sold, but not more frequently than once every six months, Zions Bancorp may make a written request for registration, in which event the Company shall use its best efforts to prepare, file, and keep current a registration statement on a form of general use under the Securities Act of 1933, as amended (the "Securities Act"), in order to permit the sale or other disposition of the Option Shares, and shall use its best efforts to cause such registration statement to become effective and remain current for a period of ninety days; provided that Zions Bancorp shall have the right to effect only two such registrations; and provided further, that each such registration shall relate to not less than 100,000 shares of Common Stock (assuming for this purpose the exercise of any Option to be covered by such registration statement). Without the written consent of Zions Bancorp, neither the Company nor any other holder of securities of the Company may include any securities in such registration.
Registration Upon Request. The Company shall use its best efforts to qualify and remain qualified for the use of Form S-3 (or any applicable successor form) for the registration of its securities under the Securities Act. At any time that the Company is so qualified, in the event that the Company shall receive from the Investors holding (a) at least 20% of the Registrable Shares (b) at least 35% of the shares of Common Stock converted from the Class B Preferred Shares or (c) at least 35% of the shares of Common Stock converted from the Class C Preferred Shares a written request that the Company effect a registration on Form S-3 (or any applicable successor Form), which request specifies the approximate number of Registrable Shares requested to be registered and the anticipated per share price range for such offering, which offering shall provide an aggregate offering price of at least $1,000,000, then within 10 days after receipt of any such request, the Company shall give written notice of such requested registration to all other Investors and shall include in the registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice. Thereafter, subject to the conditions, limitations and provisions set forth below in Section 4.2, 4.3 and 5, the Company shall promptly prepare and file, and use its best efforts to prosecute to effectiveness, appropriate filing with the Commission of a registration statement covering all of those Registrable Shares with respect to which registration under the Securities Act has been requested by the Investors as provided herein. Subject to Section 4.3, the Company may include in any registration pursuant to this Section 4.1 additional shares of Common Stock for sale for its own account or for the account of any other Person.
Registration Upon Request. Subject to the provisions of Section 2.4 below, at any time or from time to time, Investors holding thirty (30) percent of the Registrable Shares then outstanding may notify the Company in writing that such Investors desire for the Company to cause all or a portion of the Registrable Shares to be registered under the Securities Act pursuant to this Section 2.1. Thereafter, the Company shall promptly give to each Investor written notice of such demand for registration. Upon the written request of any Investor given within ten days after the giving of any such notice by the Company, the Company shall use its best efforts to cause to be included in such registration the Registrable Shares of such Investor, to the extent requested to be registered. Thereafter, subject to the conditions, limitations and provisions set forth below in Sections 2.3. 2.4 and 5, the Company shall promptly prepare and file. and use its best efforts to prosecute to effectiveness, an appropriate filing with the Commission of a registration statement covering all of those Registrable Shares with respect to which registration under the Securities Act has been requested by the requesting Investors: PROVIDED that, if the Company has previously been given a notice of the type specified in this Section 2 or 4.1 the Company is not at such time continuing to pursue the registration referred to in such notice. Subject to the provisions of Section 2.3 below, the Company may include in any registration pursuant to this Section 2.1 additional shares of Common Stock for sale for its own account or for the account of any other Person.
