Common use of Requested Registrations Clause in Contracts

Requested Registrations. At any time, and from time to time upon the written request of Siena or a majority-in-interest of the Holders, the Company effects the registration under the Securities Act of all or part of such Registrable Securities and specifying the number of Registrable Securities to be registered and the intended method of disposition thereof (a "REQUESTED REGISTRATION"), the Company will use its best efforts to affect the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by such Holder(s), and all to the extent requisite to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so to be registered. Neither the Company nor any of its securityholders shall have the right to include any of the Company's securities (other than Registrable Securities) in a registration statement to be filed as part of a Requested Registration unless: (i) such securities are of the same class as the Registrable Securities and (ii) if such Requested Registration is an underwritten offering, the Company or such securityholders, as applicable, agree in writing to sell their securities on the same terms and conditions as apply to the Registrable Securities being sold. Notwithstanding anything herein to the contrary, the Company shall not be required to honor a request for a Requested Registration if: (a) the Company has previously affected one effective Requested Registration; (b) the Registrable Securities to be so registered do not constitute at least five percent (5%) of the total number of Registrable Securities then outstanding or issuable upon exercise or conversion of the warrants; or (c) such request is received by the Company (i) less than ninety (90) days following the effective date of any previous registration statement filed in connection with a Requested Registration or (ii) less than forty-five (45) days following the effective date of any previous registration statement filed in connection with a Piggyback Registration, regardless of whether any Holder exercised its rights under this Agreement with respect to such registration.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Brothers Gourmet Coffees Inc), Warrant Agreement (Brothers Gourmet Coffees Inc)

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Requested Registrations. At any time, and from time to time upon the written request of Siena BWHI or a majority-in-interest of the Holders, the Company effects the registration under the Securities Act of all or part of such Registrable Securities and specifying the number of Registrable Securities to be registered and the intended method of disposition thereof (a "REQUESTED REGISTRATION"), the Company will use its best efforts to affect the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by such Holder(s), and all to the extent requisite to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so to be registered. Neither the Company nor any of its securityholders shall have the right to include any of the Company's securities (other than Registrable Securities) in a registration statement to be filed as part of a Requested Registration unless: (i) such securities are of the same class as the Registrable Securities and (ii) if such Requested Registration is an underwritten offering, the Company or such securityholders, as applicable, agree in writing to sell their securities on the same terms and conditions as apply to the Registrable Securities being sold. Notwithstanding anything herein to the contrary, the Company shall not be required to honor a request for a Requested Registration if: (a) the Company has previously affected one effective Requested Registration; (b) the Registrable Securities to be so registered do not constitute at least five percent (5%) of the total number of Registrable Securities then outstanding or issuable upon exercise or conversion of the warrants; or (c) such request is received by the Company (i) less than ninety (90) days following the effective date of any previous registration statement filed in connection with a Requested Registration or (ii) less than forty-five (45) days following the effective date of any previous registration statement filed in connection with a Piggyback Registration, regardless of whether any Holder exercised its rights under this Agreement with respect to such registration.

Appears in 1 contract

Samples: Warrant Agreement (Brothers Gourmet Coffees Inc)

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Requested Registrations. At any time, and from time to time upon the written request of Siena BWHI or a majority-in-interest of the Holders, the Company effects the registration under the Securities Act of all or part of such Registrable Securities and specifying the number of Registrable Securities to be registered and the intended method of disposition thereof (a "REQUESTED REGISTRATION"), the Company will use its best efforts to affect the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by such Holder(s), and all to the extent requisite to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so to be registered. Neither the Company nor any of its securityholders shall have the right to include any of the Company's securities (other than Registrable Securities) in a registration statement to be filed as part of a Requested Registration unless: (i) such securities are of the same class as the Registrable Securities and (ii) if such Requested Registration is an underwritten offering, the Company or such securityholders, as applicable, agree in writing to sell their securities on the same terms and conditions as apply to the Registrable Securities being sold. Notwithstanding anything herein to the contrary, the Company shall not be required to honor a request for a Requested Registration if: (a) the Company has previously affected one effective Requested Registration; (b) the Registrable Securities to be so registered do not constitute at least five percent (5%) of the total number of Registrable Securities then outstanding or issuable upon exercise or conversion of the warrants; or (c) such request is received by the Company (i) less than ninety (90) days following the effective date of any previous registration statement filed in connection with a Requested Registration or (ii) less than forty-five (45) days following the effective date of any previous registration statement prement filed in connection with a Piggyback Registration, regardless of whether any Holder exercised its rights under this Agreement with respect to such registration.

Appears in 1 contract

Samples: Warrant Agreement (Brothers Gourmet Coffees Inc)

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