Common use of REQUEST FOR REGISTRATION OF REGISTRABLE SHARES Clause in Contracts

REQUEST FOR REGISTRATION OF REGISTRABLE SHARES. In the event that the Company shall receive from a Demand Shareholder a written request that the Company effect a registration under the Securities Act with respect to all or any part of the Registrable Shares held by such Demand Shareholder, the Company shall use its best efforts to effect, at the earliest practicable date, such registration, qualification and compliance (including, without limitation, the execution of an undertaking to file post- effective amendments, the execution and filing of a listing agreement with a National Securities Exchange, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of such Registrable Shares on such National Securities Exchange as is specified in such request (or if the Common Stock is then listed on a National Securities Exchange, such National Securities Exchange); PROVIDED that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 2(a): (A) if the Company has effected a previous registration for any Demand Shareholder pursuant to this Section 2(a)(i) during the preceding six-month period; (B) if such Demand Shareholder has previously effected three such registrations pursuant to this Section 2(a), which registrations have been declared or ordered effective by the SEC; (C) during the period stalling with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date ninety (90) days immediately following the effective date of, any registration statement pertaining to a pubic offering of securities of the Company; or (D) prior to the third anniversary of this Agreement. Subject to the foregoing clauses (A) through (D) the Company shall file a registration statement covering such Registrable Shares so requested to be registered as soon as practicable after receipt of the request of the Requesting Shareholder. Provided, however, that the Company may upon giving notice to the Requesting Shareholder postpone for a reasonable period, not to exceed 90 days, the filing or the effectiveness of such registration statement, if there exists at the time material non- public information which, in the reasonable opinion of the Company, if disclosed would have a material adverse effect on its business. During such period the Company shall continue to use its best efforts to prepare such registration statement and update such registration statement with all information necessary to make such registration statement ready for filing and effectiveness as soon as practicable after the end of such period. ECO shall not be required to convert its Series B Preferred shares into Common Stock prior to exercising its demand registration rights hereunder with respect to shares of Common Stock which would result from such conversion. At no time shall any Demand Shareholder demand that less than twenty-five percent (25%) of the number of shares of Common Stock held by such Demand Shareholder on the date of execution of this Agreement be registered pursuant to this Section 2(a); provided, however, that if at any time such Demand Shareholder holds less than twenty-five percent (25%) of the number of shares of Common Stock held by such Demand Shareholder on the date of execution of this Agreement, such Demand Shareholder shall have the right to demand registration of all its Registrable Shares pursuant to this Section 2(a).

Appears in 6 contracts

Samples: Registration Rights Agreement (Cheryl a Chase Marital Trust), Registration Rights Agreement (Chase Arnold L), Registration Rights Agreement (Chase Polish Enterprises Inc)

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REQUEST FOR REGISTRATION OF REGISTRABLE SHARES. In the event that the Company shall receive from a Demand Shareholder a written request that the Company effect a registration under the Securities Act with respect to all or any part of the Registrable Shares held by such Demand Shareholder, the Company shall use its best efforts to effect, at the earliest practicable date, such registration, qualification and compliance (including, without limitation, the execution of an undertaking to file post- post-effective amendments, the execution and filing of a listing agreement with a National Securities Exchange, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of such Registrable Shares on such National Securities Exchange as is specified in such request (or if the Common Stock is then listed on a National Securities Exchange, such National Securities Exchange); PROVIDED provided that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 2(a): (A) if the Company has effected a previous registration for any Demand Shareholder pursuant to this Section 2(a)(i) during the preceding six-month period; (B) if such Demand Shareholder has previously effected three such registrations pursuant to this Section 2(a), which registrations have been declared or ordered effective by the SEC; (C) during the period stalling starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date ninety (90) days immediately following the effective date of, any registration statement pertaining to a pubic public offering of securities of the Company; or (D) prior to the third anniversary of this Agreement. Subject to the foregoing clauses (A) through (D) the Company shall file a registration statement covering such Registrable Shares so requested to be registered as soon as practicable after receipt of the request of the Requesting Shareholder. Provided, however, that the Company may upon giving notice to the Requesting Shareholder postpone for a reasonable period, not to exceed 90 days, the filing or the effectiveness of such registration statement, if there exists at the time material non- non-public information which, in the reasonable opinion of the Company, if disclosed would have a material adverse effect on its business. During such period the Company shall continue to use its best efforts to prepare such registration statement and update such registration statement with all information necessary to make such registration statement ready for filing and effectiveness as soon as practicable after the end of such period. ECO shall not be required to convert its Series B Preferred shares into Common Stock prior to exercising its demand registration rights hereunder with respect to shares of Common Stock which would result from such conversion. At no time shall any Demand Shareholder demand that less than twenty-five percent (25%) of the number of shares of Common Stock held by such Demand Shareholder on the date of execution of this Agreement be registered pursuant to this Section 2(a); provided, however, that if at any time such Demand Shareholder holds less than twenty-five percent (25%) of the number of shares of Common Stock held by such Demand Shareholder on the date of execution of this Agreement, such Demand Shareholder shall have the right to demand registration of all its Registrable Shares pursuant to this Section 2(a).

Appears in 2 contracts

Samples: Registration Rights Agreement (Entertainment Inc), Shareholders' Agreement (Entertainment Inc)

REQUEST FOR REGISTRATION OF REGISTRABLE SHARES. In the event that the Company LDI shall receive from a Demand Shareholder the Holders a written request ("Notice of Registration") that the Company LDI effect a registration under the Securities Act with respect to all or any part not less than 25% of the Registrable Shares held by such Demand Shareholderany of the Holders, the Company LDI shall use its diligent best efforts to effect, at the earliest practicable date, such registration, qualification and compliance registration (including, without limitation, the execution of an undertaking to file post- required post-effective amendments, the execution and filing of a listing agreement with a National Securities ExchangeExchange selected by LDI and reasonably approved by the Holders, appropriate qualification under applicable blue sky or other state securities laws, laws (provided that such jurisdictions do not require LDI to qualify as a foreign corporation or become subject to taxation in such jurisdiction) and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Shares on such National Securities Exchange as is specified in such request (or if the Common Stock is then listed on a National Securities Exchange, such National Securities Exchange); PROVIDED provided that the Company LDI shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 2(a): (A) if If the Company has effected a previous registration for any Demand Requesting Shareholder informs LDI by written notice that it is withdrawing its Notice of Registration made pursuant to this Section 2(a)(i) during above, then the preceding six-month period; (B) if such Demand Shareholder has previously effected three such registrations registration statement need not be filed and all efforts pursuant to such notice will count as a registration (or an exercise of rights) under this Section 2(a), which registrations have been declared or ordered effective by provided, however, that the SECRequesting Shareholder may pay all LDI Registration Expenses with respect to such registration incurred to the date of such notice of withdrawal and then all efforts pursuant to such Notice of Registration will not so count; (C) during the period stalling provided, further, that LDI may in any event proceed with the date sixty (60) days prior to the Company's estimated date registration on its own behalf, or on behalf of filing of, and ending on the date ninety (90) days immediately following the effective date of, any registration statement pertaining to a pubic offering of other Persons holding securities of the Company; or (D) prior to the third anniversary of this AgreementLDI. Subject to the foregoing clauses (A) through (DC) the Company LDI shall file a registration statement covering such the Registrable Shares so requested to be registered as soon as practicable after receipt of the request or requests of the Requesting Shareholder. Provided, however, that the Company may upon giving notice to the Requesting Shareholder postpone for a reasonable period, not to exceed 90 days, the filing or the effectiveness of such registration statement, if there exists at the time material non- public information which, in the reasonable opinion of the Company, if disclosed would have a material adverse effect on its business. During such period the Company shall continue to use its best efforts to prepare such registration statement and update such registration statement with all information necessary to make such registration statement ready for filing and effectiveness as soon as practicable after the end of such period. ECO The Holders shall not be required to convert its Series B Preferred shares exercise the Warrant into LDI Common Stock prior to exercising its their demand registration rights hereunder with respect to such shares of LDI Common Stock which would result from such conversion. At no time shall any Demand Shareholder demand that less than twenty-five percent (25%) of the number of shares of Common Stock held by such Demand Shareholder on the date of execution of this Agreement be registered pursuant to this Section 2(a); provided, however, that if at any time such Demand Shareholder holds less than twenty-five percent (25%) of the number of shares of Common Stock held by such Demand Shareholder on the date of execution of this Agreement, such Demand Shareholder shall have the right to demand registration of all its Registrable Shares pursuant to this Section 2(a)Stock.

Appears in 1 contract

Samples: Registration Rights Agreement (Long Distance International Inc)

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REQUEST FOR REGISTRATION OF REGISTRABLE SHARES. In the event that the Company shall receive from a Demand Shareholder a written request that the Company effect a registration under the Securities Act with respect to all or any part of the Registrable Shares held by such Demand Shareholder, the Company shall use its best efforts to effect, at the earliest practicable date, such registration, qualification and compliance (including, without limitation, the execution of an undertaking to file post- post-effective amendments, the execution and filing of a listing agreement with a National Securities Exchange, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of such Registrable Shares on such National Securities Exchange as is specified in such request (or if the Common Stock is then listed on a National Securities Exchange, such National Securities Exchange); PROVIDED that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 2(a): (A) if the Company has effected a previous registration for any Demand Shareholder pursuant to this Section 2(a)(i) during the preceding six-month period; (B) if such Demand Shareholder has previously effected three such registrations pursuant to this Section 2(a), which registrations have been declared or ordered effective by the SEC; (C) during the period stalling starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date ninety (90) days immediately following the effective date of, any registration statement pertaining to a pubic public offering of securities of the Company; or (D) prior to the third anniversary of this Agreement. Subject to the foregoing clauses (A) through (D) the Company shall file a registration statement covering such Registrable Shares so requested to be registered as soon as practicable after receipt of the request of the Requesting Shareholder. Provided, however, that the Company may upon giving notice to the Requesting Shareholder postpone for a reasonable period, not to exceed 90 days, the filing or the effectiveness of such registration statement, if there exists at the time material non- non-public information which, in the reasonable opinion of the Company, if disclosed would have a material adverse effect on its business. During such period the Company shall continue to use its best efforts to prepare such registration statement and update such registration statement with all information necessary to make such registration statement ready for filing and effectiveness as soon as practicable after the end of such period. ECO shall not be required to convert its Series B Preferred shares into Common Stock prior to exercising its demand registration rights hereunder with respect to shares of Common Stock which would result from such conversion. At no time shall any Demand Shareholder demand that less than twenty-five percent (25%) of the number of shares of Common Stock held by such Demand Shareholder on the date of execution of this Agreement be registered pursuant to this Section 2(a); provided, however, that if at any time such Demand Shareholder holds less than twenty-five percent (25%) of the number of shares of Common Stock held by such Demand Shareholder on the date of execution of this Agreement, such Demand Shareholder shall have the right to demand registration of all its Registrable Shares pursuant to this Section 2(a).

Appears in 1 contract

Samples: Registration Rights Agreement (Entertainment Inc)

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