Common use of Request for Shelf Registration Clause in Contracts

Request for Shelf Registration. Packaging Dynamics shall file as soon as reasonably practicable upon the written request of the holder or holders of Registrable Securities constituting one percent (1.0%) or more of the aggregate outstanding shares of Common Stock as of the date hereof, one or more "shelf" registration statements on Form S-3 (or any successor thereto) under the Act with respect to the Registrable Securities pursuant to Rule 415 under the Act and/or any similar rule that may be adopted by the SEC (the "Shelf Registration"). Notwithstanding the immediately preceding sentence or any other provision of this Agreement, Packaging Dynamics shall have no obligation to register Registrable Securities under this Section 2.1 on more than three occasions with respect to any holder of Registrable Securities and shall have no obligation to register, or to commence any registration of, Registrable Securities under this Section 2.1 (a) until after the sixtieth (60th) day following the date of the distribution of Common Stock pursuant to the Distribution Agreement, dated March 18, 2002, between Ivex and Packaging Dynamics (the "Distribution"), (b) if any such registration does not have an aggregate offering price of more than $1 million or (c) at any time when Packaging Dynamics is not eligible to use Form S-3 (or any successor thereto) under the Act to register the Registrable Securities covered by such written request. 1. At least fifteen (15) business days prior to the first anticipated filing date of each Shelf Registration, Packaging Dynamics shall notify each holder of Registrable Securities of the information Packaging Dynamics reasonably requires from each such holder if they elect to have any of their Registrable Securities included in the Shelf Registration (the "Requested Information"). Packaging Dynamics shall include the Registrable Securities of any Holder that provides such information in such Shelf Registration. If within five (5) business days prior to the first anticipated filing date, Packaging Dynamics has not received the Requested Information in writing from any of such holders (the "Non-Responsive Holders"), Packaging Dynamics may file the Shelf Registration without including the Registrable Securities of the Non-Responsive Holders. At any time subsequent to the date of the first filing of the Shelf Registration and up to the date that is ten (10) days prior to the first anticipated effective date of such Shelf Registration, a Non-Responsive Holder may notify Packaging Dynamics in writing that it elects to have all or part of its Registrable Securities included in the Shelf Registration and Packaging Dynamics shall so include such Registrable Securities in such Shelf Registration; provided, however, that such Non-Responsive Holders shall have furnished to Packaging Dynamics in writing all Requested Information on or prior to the tenth (10th) day prior to the first anticipated effective date of such Shelf Registration.

Appears in 2 contracts

Samples: Registration Rights Agreement (Packaging Dynamics Corp), Registration Rights Agreement (DCBS Investors LLC)

AutoNDA by SimpleDocs

Request for Shelf Registration. Packaging Dynamics shall file as soon as reasonably practicable upon the written request of the holder or holders of Registrable Securities constituting one percent (1.0%) or more of the aggregate outstanding shares of Common Stock as of the date hereof, one or more "shelf" registration statements on Form S-3 (or any successor thereto) under the Act with respect to the Registrable Securities pursuant to Rule 415 under the Act and/or any similar rule that may be adopted by the SEC (the "Shelf Registration"). Notwithstanding the immediately preceding sentence or any other provision of this Agreement, Packaging Dynamics shall have no obligation to register Registrable Securities under this Section 2.1 on more than three occasions with respect to any holder of Registrable Securities and shall have no obligation to register, or to commence any registration of, Registrable Securities under this Section 2.1 (a) until after the sixtieth (60th) day following the date of the distribution of Common Stock pursuant to the Distribution Agreement, dated March 18, 2002, between Ivex and Packaging Dynamics (the "Distribution"), (b) if any such registration does not have an aggregate offering price of more than $1 million or (c) at any time when Packaging Dynamics is not eligible to use Form S-3 (or any successor thereto) under the Act to register the Registrable Securities covered by such written request. 1. At least fifteen (15) business days prior to the first anticipated filing date of each Shelf Registration, Packaging Dynamics shall notify each holder of Registrable Securities of the information Packaging Dynamics reasonably requires from each such holder if they elect to have any of their Registrable Securities included in the Shelf Registration (the "Requested Information"). Packaging Dynamics shall include the Registrable Securities of any Holder that provides such information in such Shelf Registration. If within five (5) business days prior to the first anticipated filing date, Packaging Dynamics has not received the Requested Information in writing from any of such holders (the "Non-Responsive Holders"), Packaging Dynamics may file the Shelf Registration without including the Registrable Securities of the Non-Responsive Holders. At any time subsequent to the date of the first filing of the Shelf Registration and up to the date that is ten (10) days prior to the first anticipated effective date of such Shelf Registration, a Non-Responsive Holder may notify Packaging Dynamics in writing that it elects to have all or part of its Registrable Securities included in the Shelf Registration and Packaging Dynamics shall so include such Registrable Securities in such Shelf Registration; providedPROVIDED, howeverHOWEVER, that such Non-Responsive Holders shall have furnished to Packaging Dynamics in writing all Requested Information on or prior to the tenth (10th) day prior to the first anticipated effective date of such Shelf Registration.

Appears in 1 contract

Samples: Registration Rights Agreement (Keystone Inc Et Al)

AutoNDA by SimpleDocs

Request for Shelf Registration. Packaging Dynamics shall file as soon as reasonably practicable upon the written request of the holder or holders of Registrable Securities constituting one percent (1.0%) or more of the aggregate outstanding shares of Common Stock as of the date hereofStock, one or more "shelf" registration statements on Form S-3 (or any successor thereto) under the Act with respect to the Registrable Securities pursuant to Rule 415 under the Act and/or any similar rule that may be adopted by the SEC (the "Shelf Registration"). Notwithstanding the immediately preceding sentence or any other provision of this Agreement, Packaging Dynamics shall have no obligation to register Registrable Securities under this Section 2.1 on more than three occasions with respect to any holder of Registrable Securities and shall have no obligation to register, or to commence any registration of, Registrable Securities under this Section 2.1 (a) until after the sixtieth sixty (60th) day following the date of the distribution of Common Stock pursuant to the Distribution Agreement, dated March 18, 2002, between Ivex and Packaging Dynamics (the "Distribution"), (b) if any such registration does not have having an aggregate offering price of more than $1 million or (c) at any time when Packaging Dynamics is not eligible to use Form S-3 (or any successor thereto) under the Act to register the Registrable Securities covered by such written request. 1. At least fifteen (15) business days prior to the first anticipated filing date of each Shelf Registration, Packaging Dynamics shall notify each holder of Registrable Securities of the information Packaging Dynamics reasonably requires from each such holder if they elect to have any of their Registrable Securities included in the Shelf Registration (the "Requested Information"). Packaging Dynamics shall include the Registrable Securities of any Holder that provides such information in such Shelf Registration. If within five (5) business days prior to the first anticipated filing date, Packaging Dynamics has not received the Requested Information in writing from any of such holders (the "Non-Responsive Holders"), Packaging Dynamics may file the Shelf Registration without including the Registrable Securities of the Non-Responsive Holders. At any time subsequent to the date of the first filing of the Shelf Registration and up to the date that is ten (10) business days prior to the first anticipated effective date of such Shelf Registration, a Non-Responsive Holder may notify Packaging Dynamics in writing that it elects they elect to have all or part of its their Registrable Securities included in the Shelf Registration and Packaging Dynamics shall so include such Registrable Securities in such Shelf Registration; provided, however, that such Non-Responsive Holders shall have furnished to Packaging Dynamics in writing all Requested Information on or prior to the tenth (10th) business day prior to the first anticipated effective date of such Shelf Registration.

Appears in 1 contract

Samples: Registration Rights Agreement (Packaging Dynamics Corp)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!