Common use of Requests for Registration Clause in Contracts

Requests for Registration. After the expiration of the Lock-up Period and subject to the terms, conditions and limitations of this Article 4, the holders of twenty-five percent (25%) or more of the Investor Registrable Securities then outstanding may request that the Company effect a registration for a Public Offering in the United States of all or any portion of the Investor Registrable Securities; provided that the Investor Registrable Securities to be included in such registration shall (i) have a market value on the date such request for registration is received of at least $25 million based on the closing price of the Common Stock on the trading day immediately preceding the day on which such request is delivered, or (ii) represent at least six percent (6%) of the total shares of Common Stock then outstanding, or (iii) represent all Investor Registrable Securities then outstanding. All registrations requested as described in and meeting the requirements of this Section 4.1 are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered. Subject to Section 4.1(c) below, any such Demand Registration may include registration of shares on a “shelf” Registration Statement pursuant to Rule 415 under the Securities Act. Promptly after receipt of any such request pursuant to this Section 4.1, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms of this Agreement, shall include in such registration all Registrable Securities with respect to which the Company has received written requests indicating the holder of such Registrable Securities and the number of Registrable Securities that such holder elects to include in such registration within twenty (20) days after the receipt of the Company’s notice.

Appears in 4 contracts

Samples: Stockholder Agreement (Trident Microsystems Inc), Stockholder Agreement (Trident Microsystems Inc), Stockholder Agreement (NXP B.V.)

AutoNDA by SimpleDocs

Requests for Registration. After (a) Subject to Section 1.2, at any time and from time to time on or after the expiration Effective Time, any Series 2 Holder that owns at least 20,000 shares of the Lock-up Period and subject to the terms, conditions and limitations of this Article 4, the holders of twenty-five percent (25%) or more of the Investor Registrable Securities then outstanding Series 2 Preferred may request that registration under the Company effect a registration for a Public Offering in the United States Securities Act of all or any portion part of the Investor Registrable Securities; provided that the Investor their Registrable Securities to be included in such registration shall (i) have on Form S-1 or any similar long-form registration statement (any such registration, a market value on the date such request for registration is received of at least $25 million based on the closing price of the Common Stock on the trading day immediately preceding the day on which such request is delivered"Long-Form Demand Registration"), or (ii) represent at least six percent on Form S-3 or any similar short-form registration statement (6%any such registration, a "Short-Form Demand Registration") if the Company qualifies to use such form. Thereafter, the Company will use its best efforts to promptly effect the registration of the total shares of Common Stock then outstanding, or (iii) represent all Investor such Registrable Securities then outstandingunder the Securities Act on the form requested by the holder or holders making such registration request. All registrations requested as described in and meeting the requirements of pursuant to this Section 4.1 1.1 are referred to herein as "Demand Registrations.” Each " Upon receipt of a request for a Demand Registration, the Company will give prompt written notice (in any event within three (3) Business Days after its receipt of such request) of the request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered. Subject to Section 4.1(c) below, any such Demand Registration may include registration of shares on a “shelf” Registration Statement pursuant to Rule 415 under the Securities Act. Promptly after receipt of any such request pursuant to this Section 4.1, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms of this Agreement, shall not making such request and will include in such registration Demand Registration all Registrable Securities with respect to which the Company has received written requests indicating the holder of such Registrable Securities and the number of Registrable Securities that such holder elects to include in such registration for inclusion therein within twenty ten (2010) days after the receipt of the Company’s 's notice. The holders of the Registrable Securities making any such registration request may, at any time prior to the effective date of the registration statement relating to any Demand Registration, revoke such Demand Registration request by providing written notice to the Company.

Appears in 4 contracts

Samples: Registration Rights Agreement (Impax Laboratories Inc), Registration Rights Agreement (Impax Laboratories Inc), Registration Rights Agreement (Fleming Robert Inc / Da)

Requests for Registration. After (a) Subject to Section 1.2, at any time and from time to time on or after the expiration Effective Time, any Series 1 Holder that owns at least 20,000 shares of the Lock-up Period and subject to the terms, conditions and limitations of this Article 4, the holders of twenty-five percent (25%) or more of the Investor Registrable Securities then outstanding Series 1 Preferred may request that registration under the Company effect a registration for a Public Offering in the United States Securities Act of all or any portion part of the Investor Registrable Securities; provided that the Investor their Registrable Securities to be included in such registration shall (i) have on Form S-1 or any similar long-form registration statement (any such registration, a market value on the date such request for registration is received of at least $25 million based on the closing price of the Common Stock on the trading day immediately preceding the day on which such request is delivered"Long-Form Demand Registration"), or (ii) represent at least six percent on Form S-3 or any similar short-form registration statement (6%any such registration, a "Short-Form Demand Registration") if the Company qualifies to use such form. Thereafter, the Company will use its best efforts to promptly effect the registration of the total shares of Common Stock then outstanding, or (iii) represent all Investor such Registrable Securities then outstandingunder the Securities Act on the form requested by the holder or holders making such registration request. All registrations requested as described in and meeting the requirements of pursuant to this Section 4.1 1.1 are referred to herein as "Demand Registrations.” Each " Upon receipt of a request for a Demand Registration, the Company will give prompt written notice (in any event within three (3) Business Days after its receipt of such request) of the request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered. Subject to Section 4.1(c) below, any such Demand Registration may include registration of shares on a “shelf” Registration Statement pursuant to Rule 415 under the Securities Act. Promptly after receipt of any such request pursuant to this Section 4.1, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms of this Agreement, shall not making such request and will include in such registration Demand Registration all Registrable Securities with respect to which the Company has received written requests indicating the holder of such Registrable Securities and the number of Registrable Securities that such holder elects to include in such registration for inclusion therein within twenty ten (2010) days after the receipt of the Company’s 's notice. The holders of the Registrable Securities making any such registration request may, at any time prior to the effective date of the registration statement relating to any Demand Registration, revoke such Demand Registration request by providing written notice to the Company.

Appears in 4 contracts

Samples: Amended and Restated Registration Rights Agreement (Global Pharmaceutical Corp \De\), Amended and Restated Registration Rights Agreement (Global Pharmaceutical Corp \De\), Amended and Restated Registration Rights Agreement (Global Pharmaceutical Corp \De\)

Requests for Registration. After Subject to the expiration terms and conditions of this Agreement, following the Restricted Period Termination Date, if the Resale Shelf Registration Statement is not available, any Investor Party(ies) representing more than 50% of the Lock-up Period and subject to the terms, conditions and limitations of this Article 4, the holders of twenty-five percent (25%) or more of the Investor Registrable Securities then outstanding may request that registration under the Company effect a registration for a Public Offering in the United States Securities Act of all or any portion of their Registrable Securities on Form S-3 (including a shelf registration pursuant to Rule 415) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to the Company (a “Short-Form Registration”) or, if Form S-3 is not available, on Form S-1 or other long-form registration statement (a “Long-Form Registration”) in accordance with Section 2(d) and Section 2(b) below (a “Demand Registration”). The Company shall effect any such Demand Registration as soon as reasonably practicable after delivery of such request and, in any event, the Company shall be required to make the initial filing of the Registration Statement within 60 days following receipt of the Investor Registrable Securities; provided that Party’s request in the case of a Short-From Registration or within 90 days following receipt of the Investor Registrable Securities to be included Party’s request in such registration shall (i) have the case of a market value on the date such request for registration is received of at least $25 million based on the closing price of the Common Stock on the trading day immediately preceding the day on which such request is delivered, or (ii) represent at least six percent (6%) of the total shares of Common Stock then outstanding, or (iii) represent all Investor Registrable Securities then outstandingLong-Form Registration. All registrations requested as described in and meeting the requirements of this Section 4.1 are referred to herein as “Demand Registrations.” Each Any request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registeredregistered by each Investor Party and the intended method of distribution. Subject to Section 4.1(c) below, any such Following receipt of a request for a Demand Registration may include registration of shares on a “shelf” Registration Statement pursuant to Rule 415 under the Securities Act. Promptly after receipt of any such request pursuant to in accordance with this Section 4.12(a), the Company shall give written notice of use its reasonable best efforts to cause such requested registration Registration Statement to all other holders of Registrable become effective under the Securities and, subject to the terms of this Agreement, shall include in such registration all Registrable Securities with respect to which the Company has received written requests indicating the holder of such Registrable Securities and the number of Registrable Securities that such holder elects to include in such registration within twenty (20) days Act as promptly as practicable after the receipt of the Company’s noticefiling thereof (if such Registration Statement is not an Automatic Shelf Registration Statement).

Appears in 3 contracts

Samples: Registration Rights Agreement (Capital Senior Living Corp), Investment Agreement (Capital Senior Living Corp), Investment Agreement (Capital Senior Living Corp)

Requests for Registration. After Subject to this Section 2, the expiration Holders of a majority of the Lock-up Period and subject to the terms, conditions and limitations of this Article 4, the holders of twenty-five percent (25%) or more of the Investor PikCo Registrable Securities then outstanding may request that registration, whether underwritten or otherwise, under the Company effect a registration for a Public Offering in the United States Securities Act of all or any portion part of the Investor Registrable Securities; provided that the Investor their Registrable Securities to be included in such on Form S-1, Form F-1 or any similar long-form registration shall (i“Long-Form Registrations”) have a market value or on the date such request for Form S-3 or Form F-3 or any similar short-form registration is received of at least $25 million based on the closing price of the Common Stock on the trading day immediately preceding the day on which such request is delivered(“Short-Form Registrations”), or (ii) represent at least six percent (6%) of the total shares of Common Stock then outstanding, or (iii) represent all Investor Registrable Securities then outstandingif available. All registrations requested as described in and meeting the requirements of pursuant to this Section 4.1 2 and any underwritten offerings with respect thereto, are referred to herein as “Demand Registrations.” ”. Each request for a Demand Long-Form Registration or Short-Form Registration shall specify the approximate number of Registrable Securities requested to be registeredregistered and the anticipated per share price range for such offering. Subject to Section 4.1(cWithin twenty (20) below, any such Demand Registration may include registration of shares on a “shelf” Registration Statement pursuant to Rule 415 under the Securities Act. Promptly days after receipt of any such request pursuant to this Section 4.1for a Long-Form Registration or Short-Form Registration, the Company shall will give written notice of such requested registration to all other holders of Registrable Securities and, Holders and will include (subject to the terms provisions of this Agreement, shall include Agreement including clause (d) below) in such registration (and in all related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests indicating the holder of such Registrable Securities and the number of Registrable Securities that such holder elects to include in such registration for inclusion therein within twenty five (205) days after the receipt of the Company’s notice. Each Holder agrees that such Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this agreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Atento S.A.), Registration Rights Agreement (Atento S.A.)

Requests for Registration. After (a) Subject to Sections 1.2 and 1.7, at any time after the expiration date hereof, any or all of the Lock-up Period and subject to the terms, conditions and limitations of this Article 4, the holders of twenty-five percent (25%) or more of the Investor Registrable Securities then outstanding Required REI Stockholders may request that in writing registration under the Company effect a registration for a Public Offering in the United States Securities Act of all or any portion part of the Investor Registrable Securities; provided that the Investor their Registrable Securities to be included in such registration shall (i) have on Form S-1 or Form S-2 or any similar or successor long-form registration statement (any such registration, a market value on the date such request for registration is received of at least $25 million based on the closing price of the Common Stock on the trading day immediately preceding the day on which such request is delivered, "LONG-FORM REGISTRATION") or (ii) represent at least six percent on Form S-3 or any similar or successor short-form registration statement (6%) of the total shares of Common Stock then outstanding, or (iii) represent all Investor Registrable Securities then outstanding. All registrations requested as described in and meeting the requirements of this Section 4.1 are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered. Subject to Section 4.1(c) below, any such Demand Registration may include registration of shares on registration, a “shelf” Registration Statement pursuant "SHORT-FORM REGISTRATION") if the Company qualifies to Rule 415 under the Securities Actuse such short form. Promptly Within 10 days after its receipt of any such request pursuant to this Section 4.1request, the Company shall will give written notice of such requested registration request to all other holders of Registrable Participating Stockholders. Thereafter, the Company will use all reasonable efforts to effect the registration under the Securities andAct on the form requested by the Requesting Investors, subject and to the terms of this Agreement, shall include in such registration registration, (i) all Registrable Securities which the Requesting Investors have so requested to be included therein, and (ii) all other Registrable Securities with respect to which the Company has received written requests indicating for inclusion therein by the holder of such Registrable Securities and the number of Registrable Securities that such holder elects to include in such registration Participating Stockholders within twenty (20) 30 days after the their receipt of the Company’s 's notice, subject in each case to the provisions of Section 1.4. Each Long-Form Registration or Short-Form Registration requested in accordance with this Section 1.1 is referred to herein as a "DEMAND REGISTRATION."

Appears in 2 contracts

Samples: Stock Purchase Agreement, Registration Rights Agreement (Qad Inc)

Requests for Registration. After Subject to Section 1.2, at any time and from time to time on or after the expiration of the Lock-up Period and subject to the terms, conditions and limitations of this Article 4date hereof, the holders of twenty-five percent (25%) or more of the Investor Registrable Securities then outstanding Xxxxxxx Holders and any Transferee may request that registration under the Company effect a registration for a Public Offering in the United States Securities Act of all or any portion part of the Investor Registrable Securities; provided that the Investor their Registrable Securities to be included in such which registration shall be filed (i) have a market value on Form S-1 or any similar long-form registration available to the date such request for registration is received of at least $25 million based on the closing price of the Common Stock on the trading day immediately preceding the day on which such request is deliveredCompany ("Long-Form Demand Registration"), or (ii) represent at least six percent on Form S-3 or any similar short-form registration (6%) "Short Form Demand Registration"). Thereafter, the Company will use its best efforts to promptly effect the registration of the total shares of Common Stock then outstanding, or (iii) represent all Investor such Registrable Securities then outstandingunder the Securities Act on the form requested by the holder or holders making such registration request. All registrations requested as described in and meeting the requirements of pursuant to this Section 4.1 1.1 are referred to herein as "Demand Registrations.” Each " Upon receipt of a request for a Demand Registration, the Company will give prompt written notice (in any event within five (5) Business Days after its receipt of such request) of the request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered. Subject to Section 4.1(c) below, any such Demand Registration may include registration of shares on a “shelf” Registration Statement pursuant to Rule 415 under the Securities Act. Promptly after receipt of any such request pursuant to this Section 4.1, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms of this Agreement, shall not making such request and will include in such registration Demand Registration all Registrable Securities with respect to which the Company has received written requests indicating the holder of such Registrable Securities and the number of Registrable Securities that such holder elects to include in such registration for inclusion therein within twenty ten (2010) days after the receipt of the Company’s 's notice. The holders of the Registrable Securities making any such registration request may, at any time prior to the effective date of the registration statement relating to any Demand Registration, revoke such Demand Registration request by providing written notice to the Company.

Appears in 1 contract

Samples: Registration Rights Agreement (Caliber Learning Network Inc)

Requests for Registration. After Subject to Section 2(e), following the expiration of a twelve (12) month period after the Lock-up Period and subject to the terms, conditions and limitations of this Article 4, the holders of twenty-five percent (25%) or more consummation of the Investor Registrable Securities then outstanding Corporation's initial public offering of Class A Common Stock, Holdings may request that the Company effect a (except as otherwise provided herein) an underwritten registration for a Public Offering in the United States of all or any portion of the Investor Registrable Securities; provided that the Investor Registrable Securities to be included in such registration shall (i) have a market value on the date such request for registration is received of at least $25 million based on the closing price of the Common Stock on the trading day immediately preceding the day on which such request is delivered, or (ii) represent at least six percent (6%) of the total shares of Common Stock then outstanding, or (iii) represent all Investor Registrable Securities then outstanding. All registrations requested as described in and meeting the requirements of this Section 4.1 are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered. Subject to Section 4.1(c) below, any such Demand Registration may include registration of shares on a “shelf” Registration Statement pursuant to Rule 415 under the Securities ActAct of up to 12% of its Registrable Exhibit 10.3 Shares on Form S-1 or Form S-2 or any similar long-form registration statement ("Long-Form Registration") or on Form S-3 or any similar short-form registration statement ("Short-Form Registration"), if available. Promptly Within 10 days after receipt of any such request pursuant to this Section 4.12(a), the Company Corporation shall give written send notice of such requested registration to all other the holders of Registrable Securities and, subject to Shares of such request and the terms of this Agreement, shall Corporation will include in such registration all Registrable Securities Shares with respect to which the Company Corporation has received written requests indicating the holder of such Registrable Securities and the number of Registrable Securities that such holder elects to include in such registration for inclusion therein within twenty (20) 21 days after the receipt Corporation's notice has been given for Long Form Registration and within 21 days after the Corporation's notice has been given for Short Form Registration. All registrations requested pursuant to this Section 2(a) are referred to herein as "Demand Registrations". Once the Corporation has become subject to the reporting requirements of the Company’s noticeSecurities Exchange Act, the Corporation will use its best efforts to make Short-Form Registrations available for the sale of Registrable Shares. The Demand Registrations shall each be an underwritten public offering, and if the underwriter for marketing or other reasons requests the inclusion in the registration statement of information that is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Registration, the Corporation will provide such information as may be reasonably requested for inclusion by the underwriter in the Short-Form Registration.

Appears in 1 contract

Samples: Registration Rights Agreement (Hewitt Associates Inc)

Requests for Registration. After the expiration (a) Subject to Sections 1.2, 1.3 and 1.8, at any time after September 9, 2000, any or all of the Lock-up Period and subject to the terms, conditions and limitations of this Article 4Required LIH Stockholders, the holders of twenty-five percent (25%) or more of Required BancBoston Stockholders, the Investor Registrable Securities then outstanding Required Liberty Mutual Stockholders and the Required Mezzanine Stockholders may request that in writing registration under the Company effect a registration for a Public Offering in the United States Securities Act of all or any portion part of the Investor Registrable Securities; provided that the Investor their Registrable Securities to be included in such registration shall (i) have on Form S-1 or Form S-2 or any similar or successor long-form registration statement (any such registration, a market value on the date such request for registration is received of at least $25 million based on the closing price of the Common Stock on the trading day immediately preceding the day on which such request is delivered, "Long-Form Registration") or (ii) represent at least six percent on Form S-3 or any similar or successor short-form registration statement (6%) of the total shares of Common Stock then outstanding, or (iii) represent all Investor Registrable Securities then outstanding. All registrations requested as described in and meeting the requirements of this Section 4.1 are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered. Subject to Section 4.1(c) below, any such Demand Registration may include registration of shares on registration, a “shelf” Registration Statement pursuant "Short-Form Registration") if the Company qualifies to Rule 415 under the Securities Actuse such short form. Promptly Within 10 days after its receipt of any such request pursuant to this Section 4.1request, the Company shall will give written notice of such requested registration request to all other holders of Registrable Participating Stockholders. Thereafter, the Company will use all reasonable efforts to effect the registration under the Securities andAct on the form requested by the Requesting Investors, subject and to the terms of this Agreement, shall include in such registration registration, (i) all Registrable Securities which the Requesting Investors have so requested to be included therein, and (ii) all other Registrable Securities with respect to which the Company has received written requests indicating for inclusion therein by the holder of such Registrable Securities and the number of Registrable Securities that such holder elects to include in such registration Participating Stockholders within twenty (20) 30 days after the their receipt of the Company’s 's notice, subject in each case to the provisions of Section 1.5. Each Long-Form Registration or Short-Form Registration requested in accordance with this Section 1.1 is referred to herein as a "Demand Registration."

Appears in 1 contract

Samples: Rights Agreement (Lund International Holdings Inc)

Requests for Registration. After (a) Subject to Section 1.2, at any time and from time to time on or after the expiration of the Lock-up Period and subject to the terms, conditions and limitations of this Article 4date hereof, the holders of twenty-five percent (25%) or more of the Investor Registrable Securities then outstanding Xxxxxxx Holders may request that registration under the Company effect a registration for a Public Offering in the United States Securities Act of all or any portion part of the Investor Registrable Securities; provided that the Investor their Registrable Securities on Form S-1 or any similar long-form registration ("Long-Form Demand Registrations"). Thereafter, the Company will use its best efforts to be included in promptly effect the registration of such Registrable Securities under the Securities Act on the form requested by the holder or holders making such registration shall (i) have a market value on the date such request for registration is received of at least $25 million based on the closing price of the Common Stock on the trading day immediately preceding the day on which such request is delivered, or (ii) represent at least six percent (6%) of the total shares of Common Stock then outstanding, or (iii) represent all Investor Registrable Securities then outstandingrequest. All registrations requested as described in and meeting the requirements of pursuant to this Section 4.1 1.1 are referred to herein as "Demand Registrations.” Each " Upon receipt of a request for a Demand Registration, the Company will give prompt written notice (in any event within three (3) Business Days after its receipt of such request) of the request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered. Subject to Section 4.1(c) below, any such Demand Registration may include registration of shares on a “shelf” Registration Statement pursuant to Rule 415 under the Securities Act. Promptly after receipt of any such request pursuant to this Section 4.1, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms of this Agreement, shall not making such request and will include in such registration Demand Registration all Registrable Securities with respect to which the Company has received written requests indicating the holder of such Registrable Securities and the number of Registrable Securities that such holder elects to include in such registration for inclusion therein within twenty ten (2010) days after the receipt of the Company’s 's notice. The holders of the Registrable Securities making any such registration request may, at any time prior to the effective date of the registration statement relating to any Demand Registration, revoke such Demand Registration request by providing written notice to the Company.

Appears in 1 contract

Samples: Registration Rights Agreement (Fleming Robert Inc / Da)

Requests for Registration. After Subject to Section 1.2, at any time and from -------------------------- time to time on or after the expiration of the Lock-up Period and subject to the terms, conditions and limitations of this Article 4date hereof, the holders of twenty-five percent (25%) or more of the Investor Registrable Securities then outstanding Xxxxxxx Holders may request that registration under the Company effect a registration for a Public Offering in the United States Securities Act of all or any portion part of the Investor Registrable Securities; provided that the Investor their Registrable Securities to be included in such registration shall (i) have a market value on the date such request for Form S-1 or any similar long-form registration is received of at least $25 million based on the closing price of the Common Stock on the trading day immediately preceding the day on which such request is delivered("Long-Form --------- Demand Registrations"), or (ii) represent at least six percent on Form S-3 or any similar short-form -------------------- registration (6%"Short-Form Demand Registrations") if the Company qualifies to use ------------------------------- such short form (and the Company will use its best efforts to make short-form registration statements available for the sale of Registrable Securities). Thereafter, the total shares Company will use its best efforts to promptly effect the registration of Common Stock then outstanding, or (iii) represent all Investor such Registrable Securities then outstandingunder the Securities Act on the form requested by the holder or holders making such registration request. All registrations requested as described in and meeting the requirements of pursuant to this Section 4.1 1.1 are referred to herein as "Demand Registrations.” Each ". Upon receipt of a request for a Demand Registration, --------------------- the Company will give prompt written notice (in any event within three (3) Business Days after its receipt of such request) of the request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered. Subject to Section 4.1(c) below, any such Demand Registration may include registration of shares on a “shelf” Registration Statement pursuant to Rule 415 under the Securities Act. Promptly after receipt of any such request pursuant to this Section 4.1, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms of this Agreement, shall not making such request and will include in such registration Demand Registration all Registrable Securities with respect to which the Company has received written requests indicating the holder of such Registrable Securities and the number of Registrable Securities that such holder elects to include in such registration for inclusion therein within twenty ten (2010) days after the receipt of the Company’s 's notice. The holders of the Registrable Securities making any such registration request may, at any time prior to the effective date of the registration statement relating to any Demand Registration, revoke such Demand Registration request by providing written notice to the Company.

Appears in 1 contract

Samples: Registration Rights Agreement (Four Media Co)

Requests for Registration. After (a) Subject to Section 1.2, at any time and from time to time on or after the expiration of the Lock-up Period and subject to the terms, conditions and limitations of this Article 4date hereof, the holders of twenty-five percent (25%) or more of the Investor Registrable Securities then outstanding Xxxxxxx Holders and any Transferee may request that registration under the Company effect a registration for a Public Offering in the United States Securities Act of all or any portion part of the Investor Registrable Securities; provided that the Investor their Registrable Securities which registration shall be filed on Form S-1 or any similar long-form registration available to be included in the Company ("LONG-FORM DEMAND REGISTRATION"). Thereafter, the Company will use its best efforts to promptly effect the registration of such Registrable Securities under the Securities Act on such long form requested by the holder or holders making such registration shall (i) have a market value on the date such request for request. The registration is received of at least $25 million based on the closing price of the Common Stock on the trading day immediately preceding the day on which such request is delivered, or (ii) represent at least six percent (6%) of the total shares of Common Stock then outstanding, or (iii) represent all Investor Registrable Securities then outstanding. All registrations requested as described in and meeting the requirements of pursuant to this Section 4.1 are 1.1 is referred to herein as a "DEMAND REGISTRATION." Upon receipt of a request for a Demand Registrations.” Each Registration, the Company will give prompt written notice (in any event within three (3) Business Days after its receipt of such request) of the request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered. Subject to Section 4.1(c) below, any such Demand Registration may include registration of shares on a “shelf” Registration Statement pursuant to Rule 415 under the Securities Act. Promptly after receipt of any such request pursuant to this Section 4.1, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms of this Agreement, shall not making such request and will include in such registration Demand Registration all Registrable Securities with respect to which the Company has received written requests indicating the holder of such Registrable Securities and the number of Registrable Securities that such holder elects to include in such registration for inclusion therein within twenty ten (2010) days after the receipt of the Company’s 's notice. The holders of the Registrable Securities making any such registration request may, at any time prior to the effective date of the registration statement relating to any Demand Registration, revoke such Demand Registration request by providing written notice to the Company.

Appears in 1 contract

Samples: Registration Rights Agreement (Fleming Robert Inc / Da)

AutoNDA by SimpleDocs

Requests for Registration. After the expiration (i) Any Holder or Holders who collectively hold Registrable Securities representing at least 25% of the Lock-up Period and subject to the terms, conditions and limitations of this Article 4, the holders of twenty-five percent (25%) or more of the Investor Registrable Registered Securities then outstanding may shall have the right at any time from time to time, to request that registration under the Company effect a registration for a Public Offering in the United States Securities Act of all or any portion part of the Investor Registrable Securities; provided that the Investor their Registrable Securities on Form S-1, X-0 xx S-3 (if available) or any similar registration (each, a "Demand Registration"), such form to be included in such registration shall (i) have a market value on selected by the date such request for registration is received of at least $25 million based on the closing price of the Common Stock on the trading day immediately preceding the day on which such request is delivered, or (ii) represent at least six percent (6%) of the total shares of Common Stock then outstanding, or (iii) represent all Investor Registrable Securities then outstandingCompany. All registrations requested as described in and meeting the requirements of this Section 4.1 are referred to herein as “Demand Registrations.” Each written request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered. Subject to Section 4.1(c) below, any such Demand Registration may include registration of shares on a “shelf” Registration Statement pursuant to Rule 415 under the Securities Act. Promptly Within 10 days after receipt of any such request pursuant to this Section 4.1request, the Company shall will give written notice of such requested registration to all other holders Holders of Registrable Securities and, subject if they request to be included in such registration, the terms of this Agreement, Company shall include such Holders' Registrable Securities in such registration all Registrable Securities with respect to which the Company has received written requests indicating the holder of such Registrable Securities and the number of Registrable Securities that such holder elects to include in such registration offering if they have responded affirmatively within twenty (20) 10 days after the receipt of the Company’s 's notice. The Holders in aggregate will be entitled to request two Demand Registrations. A registration will not count as one of the permitted Demand Registrations until it has become effective (unless such Demand Registration has not become effective due solely to the fault of the Holders requesting such registration, including a request by such Holders that such registration be withdrawn). The Company will pay all Registration Expenses in connection with any Demand Registration whether or not such Demand Registration has become effective; provided, that the Company shall not be obligated to pay such Registration Expenses if the Demand Registration has not become effective due to the fault of the Holders requesting such registration.

Appears in 1 contract

Samples: Registration Rights Agreement (Endorex Corp)

Requests for Registration. After the expiration A majority of the Lock-up Period and subject to the terms, conditions and limitations of this Article 4, the holders of twenty-five percent (25%) or more of the Investor Registrable Securities then outstanding may may, following a Qualified Public Offering, request that registration under the Company effect a registration for a Public Offering in the United States Securities Act of all or any portion of the Investor Registrable Securities; provided that the Investor its Registrable Securities to be included in such on Form S-1 or any similar long-form registration shall (i) have a market value on the date such request for registration is received of at least $25 million based on the closing price of the Common Stock on the trading day immediately preceding the day on which such request is delivered"Long-Form Registration"), or on Form S-2 or S-3 or any similar short-form registration (ii) represent at least six percent (6%) of the total shares of Common Stock then outstandinga "Short-Form Registration"), or (iii) represent all Investor Registrable Securities then outstandingif such a short form is available. All registrations requested as described in and meeting the requirements of pursuant to this Section 4.1 2(a) are referred to herein as "Demand Registrations.” ". Each request for a Demand Registration (a "Demand Request") shall specify the approximate number of Registrable Securities requested to be registered, the anticipated method or methods of distribution, and the anticipated per share price range for such offering. Subject to Section 4.1(c) below, any such Demand Registration may include registration of shares on a “shelf” Registration Statement pursuant to Rule 415 under the Securities Act. Promptly Within ten days after receipt of any such request pursuant to this Section 4.1Demand Request, the Company shall will give written notice of such requested registration (which shall specify the intended method of disposition of such Registrable Securities) to all other holders of Registrable Securities and, Holders (a "Company Notice") and the Company will include (subject to the terms provisions of this Agreement, shall include ) in such registration registration, all Registrable Securities with respect to which the Company has received written requests indicating the holder of such Registrable Securities and the number of Registrable Securities that such holder elects to include in such registration for inclusion therein within twenty (20) 20 days after the receipt delivery of such Company Notice; provided, that any such other holder may withdraw its request for inclusion at any time prior to executing the Company’s noticeunderwriting agreement or, if none, prior to the applicable registration statement becoming effective.

Appears in 1 contract

Samples: Registration Rights Agreement (Sutter Holding Co Inc)

Requests for Registration. After (a) Subject to Section 1.2, at any time and from time to time on or after the expiration of the Lock-up Period and subject to the terms, conditions and limitations of this Article 4date hereof, the holders of twenty-five percent (25%) or more of the Investor Registrable Securities then outstanding Xxxxxxx Holders and any Transferee may request that registration under the Company effect a registration for a Public Offering in the United States Securities Act of all or any portion part of the Investor Registrable Securities; provided that the Investor their Registrable Securities which registration shall be filed on Form S-1 or any similar long-form registration available to be included in the Company ("Long-Form Demand Registration"). Thereafter, the Company will use its best efforts to promptly effect the registration of such Registrable Securities under the Securities Act on such long form requested by the holder or holders making such registration shall (i) have a market value on the date such request for request. The registration is received of at least $25 million based on the closing price of the Common Stock on the trading day immediately preceding the day on which such request is delivered, or (ii) represent at least six percent (6%) of the total shares of Common Stock then outstanding, or (iii) represent all Investor Registrable Securities then outstanding. All registrations requested as described in and meeting the requirements of pursuant to this Section 4.1 are 1.1 is referred to herein as a "Demand RegistrationsRegistration.” Each " Upon receipt of a request for a Demand Registration, the Company will give prompt written notice (in any event within three (3) Business Days after its receipt of such request) of the request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered. Subject to Section 4.1(c) below, any such Demand Registration may include registration of shares on a “shelf” Registration Statement pursuant to Rule 415 under the Securities Act. Promptly after receipt of any such request pursuant to this Section 4.1, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms of this Agreement, shall not making such request and will include in such registration Demand Registration all Registrable Securities with respect to which the Company has received written requests indicating the holder of such Registrable Securities and the number of Registrable Securities that such holder elects to include in such registration for inclusion therein within twenty ten (2010) days after the receipt of the Company’s 's notice. The holders of the Registrable Securities making any such registration request may, at any time prior to the effective date of the registration statement relating to any Demand Registration, revoke such Demand Registration request by providing written notice to the Company.

Appears in 1 contract

Samples: Registration Rights Agreement (Alyn Corp)

Requests for Registration. After the expiration At any time after October 1, 2003, any Holder or Holders who collectively hold Registrable Securities representing at least 5% of the Lock-up Period and subject to the terms, conditions and limitations of this Article 4, the holders of twenty-five percent (25%) or more of the Investor Registrable Securities then outstanding may request that shall have the right (subject to the limitations set forth below), exercisable by written notice to the Company effect (each, a registration for "Registration Request"), to have the Company prepare and file with the Commission a Public Offering in the United States of all or any portion of the Investor Registrable Securities; provided that the Investor Registrable Securities to be included in such registration shall (i) have a market value on the date such request for registration is received of at least $25 million based on the closing price of the Common Stock on the trading day immediately preceding the day on which such request is delivered, or (ii) represent at least six percent (6%) of the total shares of Common Stock then outstanding, or (iii) represent all Investor Registrable Securities then outstanding. All registrations requested as described in and meeting the requirements of this Section 4.1 are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered. Subject to Section 4.1(c) below, any such Demand Registration may include registration of shares on a “shelf” Registration Statement pursuant to Rule 415 under the Securities ActAct covering the Registrable Securities that are the subject of such Registration Request (each, a "Demand Registration"). Promptly Within 10 days after receipt of any such request pursuant to this Section 4.1Registration Request, the Company shall will give written notice of such requested registration Registration Request to all other holders Holders of Registrable Securities and, subject to the terms of this Agreement, Securities. The Company shall include such other Holders' Registrable Securities in such registration all Registrable Securities with respect to which the Company has received written requests indicating the holder of such Registrable Securities and the number of Registrable Securities that such holder elects to include in such registration Registration Statement if they have responded affirmatively within twenty (20) 10 days after the receipt of the Company’s 's notice.. The Company shall, within 60 days of receiving a Demand Request, file a Registration Statement with the SEC covering the offering and sale of the Registrable Securities which the Holders have requested to be included in such Registration Statement; provided, that for so long as the registration statement to be filed in connection with the Company's private placement of Ordinary Shares as described in the Company's Amended Confidential Private Placement Memorandum, dated December 10, 2002, as the same may be amended or supplemented, has been filed and has become and remains effective (the "Effectiveness Condition"), the Company shall not be required to file a Registration Statement pursuant to this Section 2(a) prior to January 1,

Appears in 1 contract

Samples: Registration Rights Agreement (Amarin Corp Plc\uk)

Requests for Registration. After the expiration of the Lock-up Period and subject Subject to the termsSections 1(b) through (e) below, conditions and limitations of this Article 4(i) at any time on or after , 2017, the holders of twenty-five percent (25%) or more a majority of the Investor Registrable Securities then outstanding may request that registration, whether underwritten or not, under the Company effect a registration for a Public Offering in the United States Securities Act of all or any portion of the Investor Registrable Securities; provided that the Investor their respective Registrable Securities to be included in such (A) on Form S-1 or any similar long-form registration shall statement (i) have a market value on the date such request for registration is received of at least $25 million based on the closing price of the Common Stock on the trading day immediately preceding the day on which such request is delivered“Long-Form Registration”), or (iiB) represent at least six percent on Form S-3 or any similar short-form registration statement (6%) of the total shares of Common Stock then outstanding“Short-Form Registration”), or (iii) represent all Investor Registrable Securities then outstandingif available. All registrations The registration requested as described in and meeting the requirements of this Section 4.1 are 1 shall be referred to herein as a “Demand RegistrationsRegistration.” Each Any request for a Demand Registration shall will specify the approximate number of Registrable Securities requested to be registered. Subject , the anticipated per share price range for such offering (which range may be revised from time to Section 4.1(c) below, any time by the Persons initiating such Demand Registration may include registration by written notice to the Company to that effect), and whether the Demand Registration will be underwritten. Each request for a Demand Registration and each request for inclusion in such Demand Registration, shall also specify the manner and disposition of shares on a “shelf” Registration Statement pursuant to Rule 415 under the Registrable Securities Actincluded therein. Promptly Within 10 days after receipt of any such request pursuant to this Section 4.1request, the Company shall will give written notice of such requested registration Demand Registration to all other holders of Registrable Securities Securities, and, subject to the terms of this Agreementany restrictions contained herein, shall will include in such registration Demand Registration all Registrable Securities with respect to which the Company has received written requests indicating the holder of such Registrable Securities and the number of Registrable Securities that such holder elects to include in such registration for inclusion therein within twenty (20) 15 days after the receipt of the Company’s notice.

Appears in 1 contract

Samples: Registration Rights Agreement

Requests for Registration. After At any time and from time to time, the expiration holder(s) of at least a majority of the Lock-up Period and subject to the terms, conditions and limitations of this Article 4, the holders of twenty-five percent (25%) or more of the Investor BRS Registrable Securities then outstanding may request that registration under the Company effect a registration for a Public Offering in the United States Securities Act of all or any portion of the Investor Registrable Securities; provided that the Investor their BRS Registrable Securities to be included in such on Form S-1 or any similar long-form registration shall (i) have a market value on the date such request for registration is received of at least $25 million based on the closing price of the Common Stock on the trading day immediately preceding the day on which such request is delivered“Long-Form Registration”), or on Form S-2 or S-3 or any similar short-form registration (ii) represent at least six percent (6%) of the total shares of Common Stock then outstandinga “Short-Form Registration”), or (iii) represent all Investor Registrable Securities then outstandingif such a short form is available. All registrations requested as described in and meeting the requirements of pursuant to this Section 4.1 2(a) are referred to herein as “Demand Registrations.” ”. Each request for a Demand Registration (a “Demand Request”) shall specify the approximate number of BRS Registrable Securities requested to be registered, the anticipated method or methods of distribution, and the anticipated per share price range for such offering. Subject to Section 4.1(c) below, any such Demand Registration may include registration of shares on a “shelf” Registration Statement pursuant to Rule 415 under the Securities Act. Promptly Within ten days after receipt of any such request pursuant to this Section 4.1Demand Request, the Company shall will give written notice of such requested registration (which shall specify the intended method of disposition of such Registrable Securities) to all other holders of Registrable Securities and, Holders (a “Company Notice”) and the Company will include (subject to the terms provisions of this Agreement, shall include ) in such registration registration, all Registrable Securities with respect to which the Company has received written requests indicating the holder of such Registrable Securities and the number of Registrable Securities that such holder elects to include in such registration for inclusion therein within twenty (20) 20 days after the receipt delivery of such Company Notice; provided, that any such other Holder may withdraw its request for inclusion at any time prior to executing the Company’s noticeunderwriting agreement or, if none, prior to the applicable registration statement becoming effective.

Appears in 1 contract

Samples: Registration Rights Agreement (Lazy Days R.V. Center, Inc.)

Requests for Registration. After the expiration Any Holder or Holders who ------------------------- collectively hold Registrable Securities representing at least 25% of the Lock-up Period and subject to the terms, conditions and limitations of this Article 4, the holders of twenty-five percent (25%) or more of the Investor Registrable Registered Securities then outstanding may shall have the right at any time from time to time, to request that registration under the Company effect a registration for a Public Offering in the United States Securities Act of all or any portion part of the Investor Registrable Securities; provided that the Investor their Registrable Securities on Form X-0, X-0 or S-3 (if available) or any similar registration (each, a "Demand Registration"), such form to be included in such registration shall (i) have a market value on selected by the date such request for registration is received of at least $25 million based on the closing price of the Common Stock on the trading day immediately preceding the day on which such request is delivered, or (ii) represent at least six percent (6%) of the total shares of Common Stock then outstanding, or (iii) represent all Investor Registrable Securities then outstandingCompany. All registrations requested as described in and meeting the requirements of this Section 4.1 are referred to herein as “Demand Registrations.” Each written request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered. Subject to Section 4.1(c) below, any such Demand Registration may include registration of shares on a “shelf” Registration Statement pursuant to Rule 415 under the Securities Act. Promptly Within 10 days after receipt of any such request pursuant to this Section 4.1request, the Company shall will give written notice of such requested registration to all other holders Holders of Registrable Securities and, subject if they request to be included in such registration, the terms of this Agreement, Company shall include such Holders' Registrable Securities in such registration all Registrable Securities with respect to which the Company has received written requests indicating the holder of such Registrable Securities and the number of Registrable Securities that such holder elects to include in such registration offering if they have responded affirmatively within twenty (20) 10 days after the receipt of the Company’s 's notice. The Holders in aggregate will be entitled to request two Demand Registrations. A registration will not count as one of the permitted Demand Registration until it has become effective (unless such Demand Registration has not become effective due solely to the fault of the Holders requesting such registration, including a request by such Holders that such registration be withdrawn). The Company will pay all Registration Expenses in connection with any Demand Registration whether or not such Demand Registration has become effective; provided, that the Company shall not be obligated to pay such Registration Expenses if the Demand Registration has not become effective due to the fault of the Holders requesting such registration.

Appears in 1 contract

Samples: Registration Rights Agreement (Endorex Corp)

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