Common use of Requested Registration Clause in Contracts

Requested Registration. The Company shall register the sale or distribution by the Holders, on a delayed or continuous basis, of all of the Registrable Securities on a Form S-3 registration statement (or any successor form to Form S-3) (the "Shelf Registration") by February 15, 2001 (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations). Once declared effective, the Company shall cause (x) the Shelf Registration to be effective until the later of (i) one year from the effectiveness of such registration statement, or (ii) the second anniversary of the purchase of the Shares by the Investors, and (y) the Shelf Registration to be useable by the Holders during such entire period, except that the Shelf Registration may be unuseable (including by way of notice sent pursuant to Section 10(d)) for an aggregate of 90 days less the number of days the effectiveness of the Shelf Registration was delayed pursuant to clause (2) below of this Section. The Company shall not be obligated to take any action to effect the Shelf Registration; (1) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or (2) if the Company shall furnish to such Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company for a registration statement to be declared effective in the near future, then the date by which the Company shall have the Shelf Registration effective may be extended from February 15, 2001 by up to 90 days.

Appears in 1 contract

Samples: Investor Rights Agreement (Eloyalty Corp)

AutoNDA by SimpleDocs

Requested Registration. The (a) Upon the written request of the Subscriber that the Company effect the registration under the Securities Act of shares of Common Stock held by the Subscriber and specifying the intended method of disposition thereof, the Company shall register use its best efforts to effect such registration under the sale or distribution Securities Act of the number of shares of Common Stock (the "Requested Shares") to the extent required to permit the disposition (in accordance with the intended methods as specified by the HoldersSubscriber) of the Requested Shares; provided, on a delayed or continuous basishowever, that (i) the Company shall not be required to effect any such registration at any time when an exemption from registration is otherwise available to the Subscriber affording the Subscriber the right to dispose of all of the Registrable Securities on a Form S-3 registration statement (or any successor form to Form S-3) (shares of Common Stock held by the "Shelf Registration") by February 15, 2001 (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations). Once declared effective, the Company shall cause (x) the Shelf Registration to be effective until the later of (i) one year from the effectiveness of such registration statement, or Subscriber; (ii) the second anniversary of Company shall be required to effect no more than [one (1) registration(s)] for the purchase of the Shares by the Investors, and (y) the Shelf Registration to be useable by the Holders during such entire period, except that the Shelf Registration may be unuseable Subscriber in any twelve month period (including by way of notice sent any registration effected pursuant to Section 10(d4.2 hereof) and no more than [three (3)) for an ] registrations in the aggregate of 90 days less the number of days the effectiveness of the Shelf Registration was delayed (not including any registration effected pursuant to clause Section 4.2 hereof) pursuant to this Section 4.1; (2iii) below of this Section. The the Company shall not be obligated to take any action required to effect a registration under this Section 4.1 after the Shelf Registrationsixth anniversary of the Closing; (1iv) in any particular jurisdiction in which the Company would shall not be required to execute effect a general consent registration pursuant to service this Section 4.1 during the period starting with the date 60 days prior to the estimated date of process in effecting such registrationfiling of, qualification or compliance unless and ending on the date 90 days immediately following the effective date of, any registration statement pertaining to a public offering of securities of the Company is already subject (other than a registration of securities in a Rule 145 transaction or a registration relating to service in such jurisdiction an employee benefit plan); and except as may be required by the Securities Act; or (2v) if the Company shall furnish not be required to such Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company for effect a registration statement to be declared effective in under this Section 4.1 if the near future, then the date by which the Company shall have the Shelf Registration effective may be extended from February 15, 2001 by up to 90 days.number of Requested Shares

Appears in 1 contract

Samples: Subscription Agreement (Precision Systems Inc)

Requested Registration. The Request for Registration. Subject to the provisions of Section 2(b) ------------------------ below, if at any time after the earlier of (i) six (6) months after the effective date of the Qualified IPO or (ii) August 12, 2002, the Company shall register receive from Initiating Holders a written request that the sale or distribution by Company effect any registration with respect to any of their Registrable Securities in which the Holdersanticipated aggregate proceeds is at least $5,000,000, on a delayed or continuous basis, of all the Company will: promptly give written notice of the Registrable Securities on a Form S-3 registration statement (proposed registration, qualification or any successor form compliance to Form S-3) (the "Shelf Registration") by February 15all other Holders; and as soon as practicable, 2001 use commercially reasonable efforts to effect such registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations). Once declared effective) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company shall cause within twenty (x20) the Shelf Registration to be effective until the later days after receipt of (i) one year such written notice from the effectiveness of such registration statementCompany; provided, or (ii) the second anniversary of the purchase of the Shares by the Investorshowever, and (y) the Shelf Registration to be useable by the Holders during such entire period, except that the Shelf Registration may be unuseable (including by way of notice sent pursuant to Section 10(d)) for an aggregate of 90 days less the number of days the effectiveness of the Shelf Registration was delayed pursuant to clause (2) below of this Section. The Company -------- ------- shall not be obligated to take any action to effect the Shelf Registration; (1) in any such registration, qualification or compliance pursuant to this Section 2: In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; Within ninety (90) days of the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; After the Company has effected three (23) if such registrations pursuant to this Section 2(a), and such registrations have been declared effective under the Securities Act; or If the Company shall furnish to such Initiating Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be declared effective filed in the near future, then the Company's obligation to use its commercially reasonable efforts to register, qualify or comply under this Section 2 shall be deferred for a period not to exceed one hundred twenty (120) days from the date by which of receipt of the written request from the Initiating Holders; provided, however, that the Company -------- ------- may not utilize this right more than once in any twelve (12) month period. Subject to the foregoing clauses through , the Company shall have file a registration statement covering the Shelf Registration effective may Registrable Securities so requested to be extended from February 15, 2001 by up to 90 daysregistered as soon as practicable after receipt of the request or requests of the Initiating Holders.

Appears in 1 contract

Samples: Rights Agreement (Information Management Associates Inc)

Requested Registration. The Company shall use its best efforts to ---------------------- register the sale or distribution by the Holders, on a delayed or continuous basis, of all of the Registrable Securities on a Form S-3 registration statement (or any successor form to Form S-3) (the "Shelf Registration") by February 15, 2001 within 90 days ------------------ after the initial issuance thereof (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations). Once declared effective, the Company shall use its best efforts to cause (x) the Shelf Registration to be effective until such time as Rule 144 or another similar exemption under the later Securities Act is available for the sale of all such Holder's shares to the public in any and all three-month periods (iother than pursuant to Rule 144(k)) one year from the effectiveness of such registration statement, or (ii) the second anniversary of the purchase of the Shares by the Investors, and (y) subject to Section 9(h), the Shelf Registration to be useable by the Holders during such entire period, except that the Shelf Registration may be unuseable (including by way of notice sent pursuant to Section 10(d)) for an aggregate of 90 days less the number of days the effectiveness of the Shelf Registration was delayed pursuant to clause (2) below of this Section. The Company shall not be obligated to take any action to effect the Shelf Registration; (1) Registration in any particular jurisdiction in which the Company would be required to qualify to do business, subject itself to general taxation or execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business, subject to service general taxation or subject to service, as the case may be, in such jurisdiction and jurisdiction, except as may be required by the Securities Act; or (2) if the Company shall furnish to such Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company for a registration statement to be declared effective in the near future, then the date by which the Company shall have the Shelf Registration effective may be extended from February 15, 2001 by up to 90 days.

Appears in 1 contract

Samples: Share Purchase Agreement (Kana Software Inc)

AutoNDA by SimpleDocs

Requested Registration. The (a) In case the Company shall register receive from a Holder or Holders which hold in the sale or distribution by the Holders, on a delayed or continuous basis, of all aggregate not less than fifty percent (50%) of the Registrable Securities on a Form S-3 registration statement (or any successor form to Form S-3) (the "Shelf RegistrationInitiating Holders") a written request that the Company effect the registration of at least 20% of the outstanding Registrable Securities then held by February 15it or them, 2001 the Company shall: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other applicable governmental requirements or regulations). Once declared effective) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request received by the Company shall cause within twenty (x20) the Shelf Registration to be effective until the later days after receipt of (i) one year such written notice from the effectiveness of such registration statementCompany; provided, or (ii) the second anniversary of the purchase of the Shares by the Investorshowever, and (y) the Shelf Registration to be useable by the Holders during such entire period, except that the Shelf Registration may be unuseable (including by way of notice sent pursuant to Section 10(d)) for an aggregate of 90 days less the number of days the effectiveness of the Shelf Registration was delayed pursuant to clause (2) below of this Section. The Company shall not be obligated to take any action to effect the Shelf Registration; any such registration, qualification or compliance pursuant to this Section 10.2: (1A) in In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) During the period ending on the date three (3) months immediately following the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction covered by Rule 145 under the Securities Act (a "Rule 145 Transaction") or a registration of securities on Form S-8 (or any successor form) relating solely to an employee benefit plan); (C) If the Company shall furnish to such Holders, within thirty (30) days of any written request made pursuant to this Section 10.2(a), a certificate, signed by the President of the Company, stating that the Company intends to file, within ninety (90) days of the date of such certificate, a registration statement for the Company's securities; or or (2D) if If the Company shall furnish to such Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board of Directors it the filing of a registration statement would require the disclosure of material information regarding a possible financing, business combination or other material transaction, which disclosure the Board has determined in its good faith judgment would be seriously detrimental to the Company, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 10.2 shall be deferred for a single period not to exceed one hundred twenty (120) days from the date of its receipt of a written request from the Initiating Holders. Subject to the foregoing clauses (A) through (D), the Company for shall file a registration statement covering the Registrable Securities so requested to be declared effective registered as soon as practicable after receipt of the request or requests of the Initiating Holders, and in no event, later than ninety (90) days thereafter. (b) In the near futureevent that a registration pursuant to this Section 10.2 is for a registered public offering involving an underwriting, then the date by which the Company shall have so advise the Shelf Registration effective Holders as part of the notice given pursuant to Section 10.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 10.2 shall be conditioned upon such Holder's participation in the underwriting arrangements required by this Section 10.2 and the inclusion of such Holder's Registrable Securities in the underwriting, to the extent provided in this Article X. The Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 10.2, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be extended included in the registration and underwriting shall be allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement; provided, however, that shares sought to be included by the Company or any other stockholder in such underwritten offering shall be excluded from February 15such registration statement before any Registrable Securities held by the Initiating Holders shall be excluded. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, 2001 the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by up written notice to 90 daysthe Company, the managing underwriter and the Initiating Holders.

Appears in 1 contract

Samples: Subscription Agreement (Spotless Group LTD)

Requested Registration. The (a) In case the Company shall register receive at any time after the sale or distribution earlier of (i) September 1, 2004 and (ii) six (6) months after the effective date of the first registration statement filed by the Company covering an offering of any of its securities to the public, a written request from Holders ("Initiating Holders") that the Company effect any registration, on a delayed qualification or continuous basis, of all compliance with respect to at least forty percent (40%) of the Registrable Securities on a Form S-3 registration statement (or any successor form lesser number of Registrable Securities if the anticipated aggregate offering price to Form S-3the public from the proposed sale of such Registrable Securities, net of underwriting discounts and commissions, would exceed $8,000,000), the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (the "Shelf Registration"ii) by February 15as soon as practicable, 2001 use its best efforts to effect such registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations). Once declared effective) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company shall cause within twenty (x20) the Shelf Registration to be effective until the later days after receipt of (i) one year such written notice from the effectiveness of such registration statementCompany; provided, or (ii) the second anniversary of the purchase of the Shares by the Investorshowever, and (y) the Shelf Registration to be useable by the Holders during such entire period, except that the Shelf Registration may be unuseable (including by way of notice sent pursuant to Section 10(d)) for an aggregate of 90 days less the number of days the effectiveness of the Shelf Registration was delayed pursuant to clause (2) below of this Section. The Company shall not be obligated to take any action to effect the Shelf Registration; any such registration, qualification or compliance pursuant to this Section 1.2: (1A) in In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date one hundred eighty (180) days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (C) After the Company has effected two such registrations pursuant to this Section 1.2(a), and such registrations have been declared or ordered effective; or or (2D) if If the Company shall furnish to such Holders a certificate, certificate signed by the President or Chief Executive Officer Chairman of the Company, Board of Directors of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be declared effective in the near futurefiled at such time, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 1.2 shall be deferred for a period not to exceed ninety (90) days from the date by which of receipt of written request from the Initiating Holders; provided, however, the Company may only defer one registration pursuant to this Section 1.2(a)(ii)(D) in any twelve month period. Subject to the foregoing clauses (A) through (D), the Company shall have file a registration statement covering the Shelf Registration effective Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders. (b) In the event that a registration pursuant to Section 1.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 1.2(a)(i). In such event, the right of any Holder to registration pursuant to Section 1.2 shall be conditioned upon such Holder's participation in the underwriting arrangements required by this Section 1.2, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 1.2, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be, underwritten, then the Company shall so advise all holders of Registrable Securities and the number of shares of Registrable Securities that may be extended included in the registration and underwriting shall be allocated among all Holders who have elected to participate in the registration (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. No Registrable Securities excluded from February 15the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, 2001 the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. In the event of any such withdrawal, the participating Holders may increase their participation pro rata up to 90 daysthe amount equal to the withdrawn securities.

Appears in 1 contract

Samples: Investor Rights Agreement (Alsius Corp)

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