Requests. At any time after the fourth anniversary hereof, each -------- Investor Stockholder shall have the right to make one request and at any time after an IPO, each Investor Stockholder shall have the right to make up to two additional requests that the Company effect the registration under the Securities Act of any of the Registrable Securities of such Investor Stockholder, each such request to specify the intended method or methods of disposition thereof, provided, that the Company shall not be required to effect -------- a registration pursuant to this Section 1.1 upon the request of any Investor Stockholder until a period of 180 days shall have elapsed from the effective date of the most recent registration previously effected pursuant to this Section 1.1 and, provided, further, that (a) if the Requesting Stockholder -------- ------- - determines in its good faith judgment to withdraw the proposed registration of any Registrable Securities requested to be registered pursuant to this Section 1.1 due to marketing or regulatory reasons or (b) the registration statement - relating to any such request is not declared effective within 90 days of the date such registration statement is first filed with the Commission or (c) if, - within 180 days after the registration relating to any such request has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to such Requesting Stockholder's reasonable satisfaction within 30 days or (d) the conditions to - closing specified in the purchase agreement or underwriting agreement entered into in connection with the registration relating to any such request are not satisfied (other than conditions to be satisfied by such Requesting Stockholder), then such request, shall not be counted for purposes of such Requesting Shareholder's request limitations set forth above. Upon any request by a Requesting Stockholder pursuant to this Section 1.1, the Company will promptly, but in any event within 15 days, give written notice of such request to the other Investor Stockholder and the other holders of Registrable Securities and thereupon the Company will use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by (A) the Requesting Stockholder and (B) the Other Investor - - Stockholder, MJD Partners, the MJD Principals and the Management Stockholders by written request given to the Company within 20 days after the giving of such written notice by the Company; and (ii) all other Registrable Securities which the Company has been requested to register by the other holders of Registrable Securities by written request given to the Company within 20 days after the giving of such written notice by the Company, all to the extent required to permit the disposition of the Registrable Securities so to be registered (in accordance with the intended method or methods of disposition of each seller of Registrable Securities). Notwithstanding the foregoing, but subject to the rights of holders of Registrable Securities under Section 2, (a) if the Board determines in its good - faith judgment, after consultation with a firm of nationally recognized underwriters, that there will be an adverse effect on a then contemplated initial public offering of the Company's equity securities, the Company may defer the filing (but not the preparation) of the registration statement which is required to effect any registration pursuant to this Section 1.1, during the period starting with the thirtieth day immediately preceding the date of anticipated filing by the Company of, and ending on a date 60 days following the effective date of, the registration statement relating to such initial public offering, provided that at all times the Company is in good faith using all -------- reasonable efforts to cause such registration statement to become effective and, provided, further, that such period shall end on such earlier date as may be -------- ------- permitted by the underwriters of such underwritten public offering and (b) if - the Company shall at any time furnish to the Requesting Stockholder and the Other Investor Stockholder, if any, a certificate signed by the President of the Company stating that the Company has pending or in process a material transaction, the disclosure of which would, in the good faith judgment of the Board, materially and adversely affect the Company, the Company may defer the filing (but not the preparation) of a registration statement for up to 60 days (but the Company shall use its best efforts to resolve the transaction and file the registration statement as soon as possible).
Appears in 2 contracts
Samples: Registration Rights Agreement (MJD Communications Inc), Registration Rights Agreement (MJD Communications Inc)
Requests. At any time after the fourth first anniversary hereof, each the -------- Investor Majority Stockholder shall have the right to make one request and at any time after an IPO, each Investor Stockholder shall have the right and from time to make up time to two additional requests request that the Company effect the registration under the Securities Act of any of the Registrable Securities of such Investor the Majority Stockholder, each such request to specify the intended method or methods of disposition thereof, provided, that the Company shall not be required to effect -------- a registration pursuant to this Section 1.1 upon the request of any Investor Stockholder until a period of 180 days shall have elapsed from the effective date of the most recent registration previously effected pursuant to this Section 1.1 and, provided, further, that (a) if the Requesting Stockholder -------- ------- - determines in its good faith judgment to withdraw the proposed registration of any Registrable Securities requested to be registered pursuant to this Section 1.1 due to marketing or regulatory reasons or (b) the registration statement - relating to any such request is not declared effective within 90 days of the date such registration statement is first filed with the Commission or (c) if, - within 180 days after the registration relating to any such request has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to such Requesting Stockholder's reasonable satisfaction within 30 days or (d) the conditions to - closing specified in the purchase agreement or underwriting agreement entered into in connection with the registration relating to any such request are not satisfied (other than conditions to be satisfied by such Requesting Stockholder), then such request, shall not be counted for purposes of such Requesting Shareholder's request limitations set forth above. Upon any request by a Requesting the Majority Stockholder pursuant to this Section 1.1, the Company will promptly, but in any event within 15 days, give written notice of such request to the other Investor Stockholder and the other all holders of Registrable Securities and thereupon the Company will use its best efforts to effect the registration under the Securities Act of:
(i) the Registrable Securities which the Company has been so requested to register by (A) the Requesting Stockholder and (B) the Other Investor - - Majority Stockholder, MJD Partners, the MJD Principals and the Management Stockholders by written request given to the Company within 20 days after the giving of such written notice by the Company; and
(ii) all other Registrable Securities which the Company has been requested to register by the other holders of Registrable Securities by written request given to the Company within 20 days after the giving of such written notice by the Company, all to the extent required to permit the disposition (in accordance with the Majority Stockholder's intended method or methods of disposition) of the Registrable Securities so to be registered (in accordance with the intended method or methods of disposition of each seller of Registrable Securities)registered. Notwithstanding the foregoing, but subject to the rights of holders of Registrable Securities under Section 2, (a) - if the Board determines in its good - faith judgment, after consultation with a firm of nationally recognized underwriters, that there will be an adverse effect on a then contemplated initial public offering of the Company's equity securities, the Company may defer the filing (but not the preparation) of the registration statement which is required to effect any registration pursuant to this Section 1.1, during the period starting with the thirtieth 30th day immediately preceding the date of anticipated filing by the Company of, and ending on a date 60 days following the effective date of, the registration statement relating to such initial public offering, provided that at all times -------- the Company is in good faith using all -------- reasonable efforts to cause such registration statement to become effective and, provided, further, that such period shall end on such earlier date as may be -------- ------- permitted by the underwriters of such underwritten public offering and (b) if - the Company shall at any time furnish to the Requesting Stockholder and the Other Investor Stockholder, if any, a certificate signed by the President of the Company stating that the Company has pending or in process a material transaction, the disclosure of which would, in the good faith judgment of the Board, materially and adversely affect the Company, the Company may defer the filing (but not the preparation) of a registration statement for up to 60 days (but the Company shall use its best efforts to resolve the transaction and file the registration statement as soon as possible)effective.
Appears in 1 contract
Samples: Registration Rights Agreement (Ixl Enterprises Inc)
Requests. At any time after Stockholders and their transferees who become parties hereto may request the fourth anniversary hereof, each -------- Investor Stockholder registration of Registrable Securities as provided below (such Persons being hereinafter referred to as "Requesting Stockholders"):
(a) Requesting Stockholders holding at least ten percent (10%) of the Registrable Securities held by the Stockholders and their transferees who become parties hereto shall have the right to make one request and at any time after an IPO, each Investor Stockholder shall have in the right aggregate to make up to two additional four requests that the Company effect the registration under the Securities Act of any of the Registrable Securities of such Investor Stockholderthe Stockholders, each such request to specify the intended method or methods of disposition thereof. Upon any such request, provided, that the Company will use its best efforts to effect the prompt registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by the Requesting Stockholders. A request made by the Requesting Stockholders shall not be required to effect -------- a registration pursuant to this Section 1.1 upon counted for purposes of the request of any Investor Stockholder until a period of 180 days shall have elapsed from the effective date of the most recent registration previously effected pursuant to this Section 1.1 and, provided, further, that limitation set forth above (a1) if the Requesting Stockholder -------- ------- - determines Stockholders determine in its their good faith judgment to withdraw the proposed registration of any Registrable Securities requested to be registered pursuant to this Section 1.1 due to marketing or regulatory reasons or reasons, (b2) the registration statement - relating to any such request is not declared effective within 90 120 days of the date such registration statement is first filed with the Commission or Commission, (c3) if, - within 180 days after the registration statement relating to any such request has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to such the Requesting Stockholder's Stockholders' reasonable satisfaction within 30 days or days, (d4) in the case of any underwritten registration, the conditions to - closing specified in the purchase agreement or underwriting agreement entered into in connection with the registration relating to any such request are not satisfied (other than conditions to be satisfied as a result of a default or breach thereunder by such Requesting any Stockholder), or (5) if more than ten percent (10%) of the Registrable Securities requested by the Requesting Stockholders to be included in the registration are not so included pursuant to Section 1.4.
(b) In addition to the foregoing registration rights, if the Company is at any time eligible to register Registrable Securities on Form S-3 (or any successor form thereto) promulgated pursuant to the Securities Act, then Requesting Stockholders shall be entitled to request that the Company register Registrable Securities on their behalf on such form, at any time and from time to time, subject to any limitations set forth below, so long as such Requesting Stockholders request the registration of Registrable Securities which have an anticipated aggregate offering price of at least $5,000,000. Upon any such request, shall not be counted for purposes the Company will use its best efforts to effect the prompt registration on said Form S-3 (or such successor form thereto) of such the Registrable Securities which the Company has been so requested to register by the Requesting Shareholder's request limitations set forth aboveStockholders. Upon any request by a Requesting Stockholder pursuant to this Section 1.1made in accordance with the above-described provisions, the Company will promptly, but in any event within 15 days, give written notice of such request to the other Investor Stockholder and the other all holders of Registrable Securities and thereupon the Company will will, subject to Section 1.5, use its best efforts to effect the prompt registration under the Securities Act of:
(i) the Registrable Securities which the Company has been so requested to register by (A) the Requesting Stockholder and Stockholders, and
(Bii) all other Registrable Securities which the Other Investor - - Stockholder, MJD Partners, the MJD Principals and the Management Company has been requested to register by Stockholders by written request given to the Company within 20 days after the giving of such written notice by the Company; and
Company (ii) all other Registrable Securities which the Company has been requested to register by the other holders of Registrable Securities by written request given to the Company within 20 days after the giving of such written notice by the CompanyStockholders shall constitute "Requesting Stockholders"), all to the extent required to permit the disposition of the Registrable Securities so to be registered (in accordance with the intended method or methods of disposition of each seller of such Registrable Securities). Notwithstanding the foregoing, but subject to the rights of holders of Registrable Securities under Section 2, (a) if the Board determines in its good - faith judgment, after consultation with a firm of nationally recognized underwriters, that there will be an adverse effect on a then contemplated initial public offering of the Company's equity securities, the Company may defer the filing (but not the preparation) of the registration statement which is required to effect any registration pursuant to this Section 1.1, during the period starting with the thirtieth day immediately preceding the date of anticipated filing by the Company of, and ending on a date 60 days following the effective date of, the registration statement relating to such initial public offering, provided that at all times the Company is in good faith using all -------- reasonable efforts to cause such registration statement to become effective and, provided, further, that such period shall end on such earlier date as may be -------- ------- permitted by the underwriters of such underwritten public offering and (b) if - the Company shall at any time furnish to the Requesting Stockholder and the Other Investor Stockholder, if any, each seller of Registrable Securities a certificate signed by the President or Chief Executive Officer of the Company stating that the Company has pending or in process a material transaction (including a financing transaction), the disclosure of which would, in the good faith judgment of the Board, materially and adversely affect the Company, the Company may defer the filing (but not the preparation) of a registration statement to be filed pursuant to Section 1.1 for up to 60 days (but 90 days. Thereafter, the Company shall use its best efforts to resolve may defer the transaction and file the filing of such registration statement as soon as possible)for up to an additional 90 days provided, however, that the Company must have obtained the consent of the Majority Requesting Stockholder, which such consent shall not be unreasonably withheld.
Appears in 1 contract
Requests. At Subject to the provisions of Section 2.7, at any time or from time to time after the fourth anniversary hereofearlier to occur of (i) November 5, each -------- Investor Stockholder 2017; or (ii) 180 days following the effective date of the initial Qualified Public Offering of the Common Stock, a Holder or the Holders holding at least thirty percent (30%) of the Senior Preferred Registrable Securities shall have the right to make one request and at any time after an IPO, each Investor Stockholder shall have the right to make up to two additional written requests that the Company Issuer effect the a registration under the Securities Act of any with respect to at least 20% of the outstanding Registrable Securities, or any lesser percentage of the outstanding Registrable Securities of such Investor Stockholder, each such request if the reasonably anticipated aggregate offering price to the public would equal or exceed $10,000,000. Such requests shall specify the intended method or methods of disposition thereofthereof by such Holder, provided, that including whether the Company registration requested is for an underwritten offering. The Issuer shall not be required to effect -------- a registration pursuant to this Section 1.1 upon 2.l(a) on more than two occasions during the request term of any Investor Stockholder until a period of 180 days shall have elapsed from the effective date of the most recent registration previously effected pursuant to this Section 1.1 and, Agreement provided, furtherhowever, that (a) if the Requesting Stockholder -------- ------- - determines in its good faith judgment Issuer is not entitled to withdraw the proposed registration of any Registrable Securities requested to be registered pursuant to this Section 1.1 use Commission Form S-3 due to marketing or regulatory reasons or (b) the registration statement - relating Issuer’s failure to any such request is not declared effective within 90 days of comply with its filing obligations under the date such registration statement is first filed with the Commission or (c) if, - within 180 days after the registration relating to any such request has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to such Requesting Stockholder's reasonable satisfaction within 30 days or (d) the conditions to - closing specified in the purchase agreement or underwriting agreement entered into in connection with the registration relating to any such request are not satisfied (other than conditions to be satisfied by such Requesting Stockholder), then such request, shall not be counted for purposes of such Requesting Shareholder's request limitations set forth above. Upon any request by a Requesting Stockholder pursuant to this Section 1.1Exchange Act, the Company will promptly, but in any event within 15 days, give written notice of such request Holders shall be entitled to the other Investor Stockholder and the other holders of Registrable Securities and thereupon the Company will use its best efforts to effect the registration under the Securities Act of:
(i) the Registrable Securities which the Company has been so requested to register by (A) the Requesting Stockholder and (B) the Other Investor - - Stockholder, MJD Partners, the MJD Principals and the Management Stockholders by written request given to the Company within 20 days after the giving of such written notice by the Company; and
(ii) all other Registrable Securities which the Company has been requested to register by the other holders of Registrable Securities by written request given to the Company within 20 days after the giving of such written notice by the Company, all to the extent required to permit the disposition of the Registrable Securities so to be registered (in accordance with the intended method or methods of disposition of each seller of Registrable Securities). Notwithstanding the foregoing, but subject to the rights of holders of Registrable Securities additional S-1 Registrations under Section 2, (a2.1(a) if notwithstanding the Board determines foregoing limitation; except that in its good - faith judgment, after consultation with a firm of nationally recognized underwriters, that there will no event shall the Issuer be an adverse effect on a then contemplated initial public offering of the Company's equity securities, the Company may defer the filing (but not the preparation) of the registration statement which is required to effect any registration on more than one occasion during any 12-month period. Nothing in this Agreement shall prevent any Holder from making a request under Section 2.1(a) or 2.1(b) prior to converting the Preferred Shares. The Issuer shall not be required to file any Registration Statement pursuant to this Section 1.1, during the period starting with the thirtieth day immediately preceding the date 2.1(a) if within 30 days of anticipated filing by the Company of, and ending on a date 60 days following the effective date ofany request to register Registrable Securities pursuant to this Section 2.1(a), the registration statement relating to such initial public offering, provided that at all times the Company is in good faith using all -------- reasonable efforts to cause such registration statement to become effective and, provided, further, that such period shall end on such earlier date as may be -------- ------- permitted by the underwriters of such underwritten public offering and (b) if - the Company shall at any time furnish Issuer furnishes to the Requesting Stockholder and the Other Investor Stockholder, if any, requesting Holder or Holders a certificate signed by the President of the Company Issuer stating that the Company Issuer has pending or in process a material transaction, the disclosure of which would, in the good faith judgment intent to engage in a firmly underwritten public offering within 90 days of such request, such right to delay a request to be exercised by the Board, materially and adversely affect the Company, the Company may defer the filing (but Issuer not the preparation) of a registration statement for up to 60 days (but the Company shall use its best efforts to resolve the transaction and file the registration statement as soon as possible)more than once in any twelve-month period.
Appears in 1 contract
Samples: Investor Rights Agreement (Aileron Therapeutics Inc)
Requests. At any time or from time to time after the fourth anniversary date hereof, each -------- Investor Stockholder shall have upon the right to make written request of one request and at any time after an IPO, each Investor Stockholder shall have the right to make up to two additional requests or more Qualified Holders requesting that the Company shall use its best efforts to effect the registration under the Securities Act of all or any part of the such Qualified Holders' Registrable Securities of such Investor Stockholder, each such request to specify and specifying the intended method or methods of disposition thereof, provided, that the Company shall not be required to effect -------- a registration pursuant to this Section 1.1 upon the request of any Investor Stockholder until a period of 180 days shall have elapsed from the effective date of the most recent registration previously effected pursuant to this Section 1.1 and, provided, further, that (a) if the Requesting Stockholder -------- ------- - determines in its good faith judgment to withdraw the proposed registration of any Registrable Securities requested to be registered pursuant to this Section 1.1 due to marketing or regulatory reasons or (b) the registration statement - relating to any such request is not declared effective within 90 days of the date such registration statement is first filed with the Commission or (c) if, - within 180 days after the registration relating to any such request has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to such Requesting Stockholder's reasonable satisfaction within 30 days or (d) the conditions to - closing specified in the purchase agreement or underwriting agreement entered into in connection with the registration relating to any such request are not satisfied (other than conditions to be satisfied by such Requesting Stockholder), then such request, shall not be counted for purposes of such Requesting Shareholder's request limitations set forth above. Upon any request by a Requesting Stockholder pursuant to this Section 1.1, the Company will promptly, but in any event within 15 days, promptly give written notice of such request requested registration to the other Investor Stockholder and the other all holders of record of Registrable Securities Securities, and thereupon the Company will shall, as expeditiously as reasonably possible, use its best efforts to effect the registration under the Securities Act of:
(i) the Registrable Securities which the Company has been so requested to register by such Qualified Holder or Holders, for disposition in accordance with the intended method of disposition stated in such request;
(Aii) all other Registrable Securities the Requesting Stockholder and (B) the Other Investor - - Stockholder, MJD Partners, the MJD Principals and the Management Stockholders by holders of which shall have made a written request given to the Company for registration thereof within 20 10 days after the giving of such written notice by the CompanyCompany (which request shall specify the intended method of disposition thereof); and
(iiiii) all other Registrable Securities shares of Common Stock which the Company has been requested may elect to register by (for itself or for any other Person) in connection with the other holders offering of Registrable Securities pursuant to this Section 2.1 by written request having given to the Company within 20 days after the giving notice of such written election, specifying the number of shares to be so included, to each holder of Registrable Securities within 10 days of its receipt of the notice by the Company, from such Qualified Holder or Holders; all to the extent required to permit the disposition of the Registrable Securities so to be registered (in accordance with the intended method or methods thereof as aforesaid) of disposition the 2 Registrable Securities and the additional shares of each seller of Registrable Securities). Notwithstanding Common Stock, if any, so to be registered; provided, however, that the foregoingCompany shall not be required to effect more than two registrations pursuant to this Section 2.1; and provided, but subject further, that if the Company shall have furnished to the rights Qualified Holder or Holders requesting such registration a certificate, executed on behalf of holders the Company by its Chairman or President, stating that in the good faith judgment of Registrable Securities under Section 2, (a) if a committee of disinterested members of the Board determines of Directors of the Company it would be materially detrimental to the Company (without taking into account the costs to the Company or the demands on its employees in its good - faith judgment, after consultation with a firm performing the Company's obligations under this Agreement or the effects of nationally recognized underwriters, that there will be an adverse effect the proposed registration on a then contemplated initial public offering the market price of the Company's equity securities, unless such effects on such market price would be materially detrimental to another proposed transaction in which securities of the Company may defer are to be issued or otherwise transferred) for a registration statement effecting such registration to be filed, then the filing (but Company's obligation under this Section 2.1 shall be suspended for a period of time not to exceed the preparation) shorter of the period that is necessary to avoid such detrimental effect and four months from the date of such certificate. If the matter referred to in any such Company certificate has not been resolved upon expiration of the period referred to in the preceding sentence, then at that time the committee of disinterested members of the Board of Directors of the Company must provide the full Board of Directors with a statement of reasons to justify the committee's original decision that registration statement which is required would be detrimental to effect the Company and must indicate that registration would continue to be detrimental to the Company. The final decision of the Board of Directors of the Company on the desirability of registration under these circumstances will be controlling. Subject to the other terms and conditions hereof (including without limitation Section 2.1.4 hereof), the holders of a majority of Registrable Securities included, or sought to be included, in any registration pursuant to this Section 1.1, during the period starting with the thirtieth day immediately preceding the date of anticipated filing by the Company of, and ending on a date 60 days following the effective date of, the registration statement relating to such initial public offering, provided that at all times the Company is in good faith using all -------- reasonable efforts to cause such registration statement to become effective and, provided, further, that such period shall end on such earlier date as 2.1 may be -------- ------- permitted by the underwriters of such underwritten public offering and (b) if - the Company shall at any time furnish give notice to the Requesting Stockholder and Company that they are withdrawing the Other Investor Stockholder, if any, a certificate signed by the President of the Company stating that the Company has pending or in process a material transaction, the disclosure of which would, in the good faith judgment of the Board, materially and adversely affect the Company, the Company may defer the filing (but not the preparation) of a registration statement request for up to 60 days (but the Company shall use its best efforts to resolve the transaction and file the registration statement as soon as possible)such registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Fresenius Aktiengesellschaft)
Requests. At Subject to the provisions of Section 2.7, at any time or from time to time after the fourth anniversary hereofearlier to occur of (i) November 5, each -------- Investor Stockholder 2017 or (ii) 180 days following the effective date of the initial Qualified Public Offering of the Common Stock, a Holder or the Holders holding at least thirty percent (30%) of the Senior Preferred Registrable Securities shall have the right to make one request and at any time after an IPO, each Investor Stockholder shall have the right to make up to two additional written requests that the Company Issuer effect the a registration under the Securities Act of any with respect to at least 20% of the outstanding Registrable Securities, or any lesser percentage of the outstanding Registrable Securities of such Investor Stockholder, each such request if the reasonably anticipated aggregate offering price to the public would equal or exceed $10,000,000. Such requests shall specify the intended method or methods of disposition thereofthereof by such Holder, provided, that including whether the Company registration requested is for an underwritten offering. The Issuer shall not be required to effect -------- a registration pursuant to this Section 1.1 upon 2.l(a) on more than two occasions during the request term of any Investor Stockholder until a period of 180 days shall have elapsed from the effective date of the most recent registration previously effected pursuant to this Section 1.1 and, Agreement provided, furtherhowever, that (a) if the Requesting Stockholder -------- ------- - determines in its good faith judgment Issuer is not entitled to withdraw the proposed registration of any Registrable Securities requested to be registered pursuant to this Section 1.1 use Commission Form S-3 due to marketing or regulatory reasons or (b) the registration statement - relating Issuer’s failure to any such request is not declared effective within 90 days of comply with its filing obligations under the date such registration statement is first filed with the Commission or (c) if, - within 180 days after the registration relating to any such request has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to such Requesting Stockholder's reasonable satisfaction within 30 days or (d) the conditions to - closing specified in the purchase agreement or underwriting agreement entered into in connection with the registration relating to any such request are not satisfied (other than conditions to be satisfied by such Requesting Stockholder), then such request, shall not be counted for purposes of such Requesting Shareholder's request limitations set forth above. Upon any request by a Requesting Stockholder pursuant to this Section 1.1Exchange Act, the Company will promptly, but in any event within 15 days, give written notice of such request Holders shall be entitled to the other Investor Stockholder and the other holders of Registrable Securities and thereupon the Company will use its best efforts to effect the registration under the Securities Act of:
(i) the Registrable Securities which the Company has been so requested to register by (A) the Requesting Stockholder and (B) the Other Investor - - Stockholder, MJD Partners, the MJD Principals and the Management Stockholders by written request given to the Company within 20 days after the giving of such written notice by the Company; and
(ii) all other Registrable Securities which the Company has been requested to register by the other holders of Registrable Securities by written request given to the Company within 20 days after the giving of such written notice by the Company, all to the extent required to permit the disposition of the Registrable Securities so to be registered (in accordance with the intended method or methods of disposition of each seller of Registrable Securities). Notwithstanding the foregoing, but subject to the rights of holders of Registrable Securities additional S-1 Registrations under Section 2, (a2.1(a) if notwithstanding the Board determines foregoing limitation; except that in its good - faith judgment, after consultation with a firm of nationally recognized underwriters, that there will no event shall the Issuer be an adverse effect on a then contemplated initial public offering of the Company's equity securities, the Company may defer the filing (but not the preparation) of the registration statement which is required to effect any registration on more than one occasion during any 12-month period. Nothing in this Agreement shall prevent any Holder from making a request under Section 2.1(a) or 2.1(b) prior to converting the Preferred Shares. The Issuer shall not be required to file any Registration Statement pursuant to this Section 1.1, during the period starting with the thirtieth day immediately preceding the date 2.1(a) if within 30 days of anticipated filing by the Company of, and ending on a date 60 days following the effective date ofany request to register Registrable Securities pursuant to this Section 2.1(a), the registration statement relating to such initial public offering, provided that at all times the Company is in good faith using all -------- reasonable efforts to cause such registration statement to become effective and, provided, further, that such period shall end on such earlier date as may be -------- ------- permitted by the underwriters of such underwritten public offering and (b) if - the Company shall at any time furnish Issuer furnishes to the Requesting Stockholder and the Other Investor Stockholder, if any, requesting Holder or Holders a certificate signed by the President of the Company Issuer stating that the Company Issuer has pending or in process a material transaction, the disclosure of which would, in the good faith judgment intent to engage in a firmly underwritten public offering within 90 days of such request, such right to delay a request to be exercised by the Board, materially and adversely affect the Company, the Company may defer the filing (but Issuer not the preparation) of a registration statement for up to 60 days (but the Company shall use its best efforts to resolve the transaction and file the registration statement as soon as possible)more than once in any twelve-month period.
Appears in 1 contract
Samples: Investor Rights Agreement (Aileron Therapeutics Inc)
Requests. At any time after the fourth first anniversary hereof, each the -------- Investor Stockholder shall have the right to make one request and at any time after an IPO, each Investor Majority Stockholder shall have the right to make up to four requests and at any time after an IPO, Charter shall have the right to make up to two additional requests that the Company effect the registration under the Securities Act of any of the Registrable Securities of such Investor Stockholderthe Majority Stockholder or Charter, as the case may be, each such request to specify the intended method or methods of disposition thereof, provided, that the Company shall not be required to effect a -------- a registration pursuant to this Section 1.1 upon the request of any Investor Requesting Stockholder until a period of 180 days shall have elapsed from the effective date of the most recent registration previously effected pursuant to this Section 1.1 upon the request of such Requesting Stockholder and, provided, -------- further, that (a) if the Requesting Stockholder -------- ------- - determines in its good faith ------- - judgment to withdraw the proposed registration of any Registrable Securities requested to be registered pursuant to this Section 1.1 due to marketing or regulatory reasons or (b) the registration statement - relating to any such - request is not declared effective within 90 days of the date such registration statement is first filed with the Commission or (c) if, - within 180 days after - the registration relating to any such request has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to such Requesting Stockholder's reasonable satisfaction within 30 days or (d) the conditions to closing - closing specified in the purchase agreement or underwriting indemnity agreement entered into in connection with the registration relating to any such request are not satisfied (other than conditions to be satisfied by such Requesting Stockholder), then such request, shall not be counted for purposes of such Requesting Shareholder's request limitations set forth above. Upon any request by a Requesting Stockholder pursuant to this Section 1.1, the Company will promptly, but in any event within 15 days, give written notice of such request to the other Investor Requesting Stockholder and the other holders of Registrable Securities and thereupon the Company will use its best efforts to effect the registration under the Securities Act of:
(i) the Registrable Securities which the Company has been so requested to register by (A) the Requesting Stockholder and (B) the Other Investor - - Stockholder, MJD Partners, the MJD Principals and the Management Stockholders by written request given to the Company within 20 days after the giving of such written notice by the Company; and
(ii) all other Registrable Securities which the Company has been requested to register by the other holders of Registrable Securities Requesting Stockholder by written request given to the Company within 20 days after the giving of such written notice by the Company, all to the extent required to permit the disposition (in accordance with the Requesting Stockholder's intended method or methods of disposition) of the Registrable Securities so to be registered (in accordance with the intended method or methods of disposition of each seller of Registrable Securities)registered. Notwithstanding the foregoing, but subject to the rights of holders of Registrable Securities under Section 2, (a) - if the Board determines in its good - faith judgment, after consultation with a firm of nationally recognized underwriters, that there will be an adverse effect on a then contemplated initial public offering of the Company's equity securities, the Company may defer the filing (but not the preparation) of the registration statement which is required to effect any registration pursuant to this Section 1.1, during the period starting with the thirtieth day immediately preceding the date of anticipated filing by the Company of, and ending on a date 60 days following the effective date of, the registration statement relating to such initial public offering, provided that at all times the Company is in good -------- faith using all -------- reasonable efforts to cause such registration statement to become effective and, and provided, further, that such period shall end on such -------- ------- earlier date as may be -------- ------- permitted by the underwriters of such underwritten public offering and (b) if - the Company shall at any time furnish to the Requesting - Stockholder and the Other Investor Stockholder, if any, a certificate signed by the President of the Company stating that the Company has pending or in process a material transaction, the disclosure of which would, in the good faith judgment of the Board, materially and adversely affect the Company, the Company may defer the filing (but not the preparation) of a registration statement for up to 60 days (but the Company shall use its best efforts to -2- resolve the transaction and file the registration statement as soon as possible).
Appears in 1 contract
Samples: Registration Rights Agreement (Cencom Cable Entertainment Inc /New)
Requests. At If at any time after the fourth anniversary hereof180th day following the Effective Time, each -------- Investor Stockholder the Corporation shall have receive a written request (specifying that it is being made pursuant to this Section 2(a)) from one or more Holders that hold, in the right to make one request and aggregate, at any time after an IPOleast twenty-five percent (25%) of the then outstanding Registrable Securities, each Investor Stockholder shall have the right to make up to two additional requests that the Company effect the Corporation file a registration statement under the Securities Act Act, or a similar document pursuant to any other statute then in effect corresponding to the Securities Act, covering the registration of any at least the lesser of (x) at least twenty-five percent (25%) of the then outstanding Registrable Securities or (y) the Registrable Securities the expected price to the public of which equals or exceeds $15,000,000, then the Corporation shall promptly notify all other Holders of such Investor Stockholderrequest and shall use its best efforts to cause all Registrable Securities that Holders have requested be registered to be registered under the Securities Act. Notwithstanding the foregoing, each such request to specify (i) the intended method or methods of disposition thereof, provided, that the Company Corporation shall not be required obligated to effect -------- a registration pursuant to this Section 1.1 upon the request of any Investor Stockholder until a period of 180 days shall have elapsed from the effective date of the most recent registration previously effected pursuant to this Section 1.1 and, provided, further, that (a2(a) if the Requesting Stockholder -------- ------- - determines in its good faith judgment to withdraw the proposed registration of any Registrable Securities requested to be registered pursuant to this Section 1.1 due to marketing or regulatory reasons or (b) the registration statement - relating to any such request is not declared effective within 90 days of the date such registration statement is first filed with the Commission or (c) if, - within 180 days after the registration relating to any such request has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to such Requesting Stockholder's reasonable satisfaction within 30 days or (d) the conditions to - closing specified in the purchase agreement or underwriting agreement entered into in connection with the registration relating to any such request are not satisfied (other than conditions to be satisfied by such Requesting Stockholder), then such request, shall not be counted for purposes of such Requesting Shareholder's request limitations set forth above. Upon any request by a Requesting Stockholder pursuant to this Section 1.1, the Company will promptly, but in any event within 15 days, give written notice of such request to the other Investor Stockholder and the other holders of Registrable Securities and thereupon the Company will use its best efforts to effect the registration under the Securities Act of:
(i) the Registrable Securities which the Company has been so requested to register by (A) the Requesting Stockholder and (B) the Other Investor - - Stockholder, MJD Partners, the MJD Principals and the Management Stockholders by written request given to the Company within 20 days after the giving of such written notice by the Company; and
(ii) all other Registrable Securities which the Company has been requested to register by the other holders of Registrable Securities by written request given to the Company within 20 days after the giving of such written notice by the Company, all to the extent required to permit the disposition of the Registrable Securities so to be registered (in accordance with the intended method or methods of disposition of each seller of Registrable Securities). Notwithstanding the foregoing, but subject to the rights of holders of Registrable Securities under Section 2, (a) if the Board determines in its good - faith judgment, after consultation with a firm of nationally recognized underwriters, that there will be an adverse effect on a then contemplated initial public offering of the Company's equity securities, the Company may defer the filing (but not the preparation) of the registration statement which is required to effect any registration pursuant to this Section 1.1, during the period starting with the thirtieth day immediately preceding date sixty (60) days prior to the Corporation's estimated date of anticipated filing by the Company of, and ending on a date 60 days six (6) months following the effective date of, the a registration statement relating pertaining to such initial an underwritten public offering, offering of securities for the account of the Corporation; provided that at all times the Company Corporation is actively employing in good faith using all -------- reasonable its best efforts to cause such registration statement to become effective and, provided, further, and that the Corporation's estimate of the date of filing such period registration statement is made in good faith; (ii) the Corporation shall end on such earlier not be obligated to effect a registration pursuant to this Section 2(a) within six (6) months after the effective date as may be -------- ------- permitted by the underwriters of such underwritten public offering and a prior registration under this Section 2(a); (biii) if - the Company Corporation shall at any time furnish to the Requesting Stockholder and the Other Investor Stockholder, if any, Holders a certificate signed by the President of the Company Corporation stating that the Company has pending or in process a material transaction, the disclosure of which would, in the good faith judgment of the Board, materially and adversely affect Board of Directors it would be seriously detrimental to the Company, the Company may defer the filing (but not the preparation) of Corporation or its shareholders for a registration statement for up to 60 days (but be filed in the Company shall near future, then the Corporation's obligation to use its best efforts to resolve the transaction and file the a registration statement shall be deferred for a period not to exceed three (3) months; and (iv) the Corporation may postpone a registration pursuant to this Section 2(a) for such period of time as soon as possiblemay be required to permit the use of regular audited year-end financial statements with supplemental short period figures for a period not exceeding six (6) months unless the Holders agree to bear the costs of any special audit. The Corporation shall not be obligated to effect more than two (2) registrations on behalf of the Holders pursuant to this Section 2(a).
Appears in 1 contract
Requests. At any time and from time to time after the fourth anniversary date hereof, each -------- Investor Stockholder shall have the right to make one request and at any time after an IPO, each Investor Stockholder Conpress shall have the right to make up to two additional three requests that the Company effect the registration under the Securities Act of any of the Registrable Securities of such Investor StockholderQualified Securities, each such request to specify the intended method or methods of disposition thereof, providedprovided that (a) the underwritten registered offering pursuant to the registration statement on Form S-3 (Reg. No. 333-28685), that filed with the Commission on June 6, 1997, shall be deemed to constitute one such request; (b) the Company shall only be required to effect a registration pursuant to this Section 1.1 for a minimum of (i) five million shares of Qualified Securities or, if less, (ii) the aggregate remaining number of Qualified Securities then held by Conpress; (c) the Company shall not be required to effect -------- a registration pursuant to this Section 1.1 upon the request of any Investor Stockholder until a period of 180 90 days shall have elapsed from the effective date of the most recent registration previously effected pursuant to this Section 1.1; (d) any request by Conpress that the Company effect a registration of Qualified Securities pursuant to a registration statement filed under Rule 462(b) of the Securities Act increasing or decreasing the number of Qualified Securities registered under a registration statement filed at the request of Conpress pursuant to this Section 1.1 and, provided, further, that shall not be counted for purposes of Conpress's request limitations set forth above; and (ae)
(i) if the Requesting Stockholder -------- ------- - Conpress determines in its good faith judgment to withdraw the proposed registration of any Registrable Qualified Securities requested to be registered pursuant to this Section 1.1 due to marketing or regulatory reasons or (bii) the registration statement - relating to any such request is not declared effective within 90 days of the date such registration statement is first filed with the Commission or (ciii) if, - within 180 days after the registration relating to any such request has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to such Requesting StockholderConpress's reasonable satisfaction within 30 days or (div) the conditions to - closing specified in the purchase underwriting agreement or underwriting indemnity agreement entered into in connection with the registration relating to any such request are not satisfied (other than conditions to be satisfied as a result of a default or breach thereunder by such Requesting StockholderConpress), then such request, request shall not be counted for purposes of such Requesting ShareholderConpress's request limitations set forth aboveabove so long as and subject to clause (ii) of Section 1.3, Conpress pays the fees and disbursements of the Company's legal counsel in connection with such registration request. Upon any request by a Requesting Stockholder pursuant to this Section 1.1, the Company will shall promptly, but in any event within 15 days, give written notice of such request to the other Investor Stockholder and the all other holders of Registrable Securities and thereupon the Company will shall, subject to Section 1.5, use its best efforts to effect the prompt registration under the Securities Act of:
(i) of the Registrable Qualified Securities which the Company has been so requested to register by (A) the Requesting Stockholder Conpress, and (B) the Other Investor - - Stockholder, MJD Partners, the MJD Principals and the Management Stockholders by written request given to the Company within 20 days after the giving of such written notice by the Company; and
(ii) all other Registrable Securities which the Company has been requested to register by the other holders of Registrable Securities thereof by written request given to the Company within 20 days after the giving of such written notice by the Company, all to the extent required to permit the disposition of the Registrable Securities securities so to be registered (in accordance with the intended method or methods of disposition of each seller of Registrable Securities)Conpress. Notwithstanding the foregoing, but subject to the rights of holders of Registrable Securities under Section 2, (a) if the Board determines in its good - faith judgment, after consultation with a firm of nationally recognized underwriters, that there will be an adverse effect on a then contemplated initial public offering of the Company's equity securities, the Company may defer shall have the right to delay the filing (or effectiveness, but not the preparation) , of the a registration statement which is for any demand registration during one or more periods aggregating not more than 90 days in any 12-month period during the term of this Agreement in the event that (a) the Company would, in accordance with the written advice of its counsel, be required to effect any registration pursuant to this Section 1.1, during disclose in the period starting with the thirtieth day immediately preceding the date of anticipated filing by the Company of, and ending on a date 60 days following the effective date of, the registration statement relating to such initial public offering, provided that at all times the Company is prospectus contained in good faith using all -------- reasonable efforts to cause such registration statement information not otherwise required by law to become effective and, provided, further, that such period shall end on such earlier date as may be -------- ------- permitted by the underwriters of such underwritten public offering publicly disclosed and (b) if - the Company shall at any time furnish to the Requesting Stockholder and the Other Investor Stockholder, if any, a certificate signed by the President of the Company stating that the Company has pending or in process a material transaction, the disclosure of which would, in the good faith judgment of the BoardCompany's Board of Directors, materially and adversely affect the Company, the Company may defer the filing (but not the preparation) of a registration statement for up to 60 days (but the Company shall use its best efforts to resolve the transaction and file the registration statement as soon as possible).
Appears in 1 contract
Samples: Registration Rights Agreement (Valassis Communications Inc)
Requests. At Subject to the provisions of Section 3.6, at any time after -------- or from time to time the fourth anniversary hereof, each -------- Investor Stockholder Requisite Percentage of Stockholders shall have the right to make one request and at any time after an IPO, each Investor Stockholder shall have the right to make up to two additional or more written requests that the Company effect the registration under the Securities Act of any all or part of the Registrable Securities of the holder or holders making such Investor Stockholderrequest, each such request to which requests shall specify the intended method or methods of disposition thereofthereof by such holder or holders, provided, that the Company shall not be required to effect -------- a registration pursuant to this Section 1.1 and upon the request of any Investor Stockholder until a period of 180 days shall have elapsed from the effective date of the most recent registration previously effected pursuant to this Section 1.1 and, provided, further, that (a) if the Requesting Stockholder -------- ------- - determines in its good faith judgment to withdraw the proposed registration of any Registrable Securities requested to be registered pursuant to this Section 1.1 due to marketing or regulatory reasons or (b) the registration statement - relating to any such request is not declared effective within 90 days of the date such registration statement is first filed with the Commission or (c) if, - within 180 days after the registration relating to any such request has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to such Requesting Stockholder's reasonable satisfaction within 30 days or (d) the conditions to - closing specified in the purchase agreement or underwriting agreement entered into in connection with the registration relating to any such request are not satisfied (other than conditions to be satisfied by such Requesting Stockholder), then such request, shall not be counted for purposes of such Requesting Shareholder's request limitations set forth above. Upon any request by a Requesting Stockholder pursuant to this Section 1.1, the Company will promptly, but in any event within 15 days, promptly give written notice of such request requested registration to the other Investor Stockholder and the other all holders of Registrable Securities Securities, and thereupon the Company will use its best efforts to effect the registration under the Securities Act of:
(i) the Registrable Securities which the Company has been so requested to register by (A) the Requesting Stockholder and (B) the Other Investor - - Stockholderregister, MJD Partners, the MJD Principals and the Management Stockholders by written request given to the Company within 20 days after the giving of such written notice by the Company; and
(ii) all other Registrable Securities which the Company has been requested to register by the other holders of Registrable Securities thereof by written request given to the Company within 20 30 days after the giving of such written notice by the CompanyCompany (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered (in accordance with registered, provided that the intended method or methods of disposition of each seller Company shall not be required under this Section -------- 3.1 to effect a registration under the Securities Act if the aggregate number of Registrable Securities)Securities referred to in clauses (i) and (ii) of this Section 3.1(a) shall be less than 20% of the Registrable Securities at the time outstanding. Notwithstanding the foregoing, but subject to the rights of holders of Registrable Securities under Section 2, (a) if the Board of Directors of the Company determines in its good - faith judgment, after consultation with a firm of nationally recognized underwriters, that there will be an adverse effect on a then contemplated initial public offering of the Company's equity securitiesCommon Stock unless such offering is solely a primary offering, the Company may defer the filing (but Requisite Percentage of Stockholders shall receive notice of such fact and shall be deemed to have withdrawn their request under this Section 3.1 and such registration shall not the preparation) of the registration statement which is required be deemed to effect any registration have been effected pursuant to this Section 1.1, during the period starting with the thirtieth day immediately preceding the date of anticipated filing by the Company of, and ending on a date 60 days following the effective date of, the registration statement relating to such initial public offering, provided that at all times the Company is in good faith using all -------- reasonable efforts to cause such registration statement to become effective and, provided, further, that such period shall end on such earlier date as may be -------- ------- permitted by the underwriters of such underwritten public offering and (b) if - the Company shall at any time furnish to the Requesting Stockholder and the Other Investor Stockholder, if any, a certificate signed by the President of the Company stating that the Company has pending or in process a material transaction, the disclosure of which would, in the good faith judgment of the Board, materially and adversely affect the Company, the Company may defer the filing (but not the preparation) of a registration statement for up to 60 days (but the Company shall use its best efforts to resolve the transaction and file the registration statement as soon as possible)3.1.
Appears in 1 contract
Samples: Registration and Participation Agreement (Raci Holding Inc)
Requests. At Subject to the conditions of this Section 2.1 and the other terms and conditions of this Agreement, at any time or from time to time after the fourth first anniversary of the date hereof, each -------- Investor Stockholder shall have upon the right to make written request of one request and at any time after an IPO, each Investor Stockholder shall have the right to make up to two additional requests or more Qualified Holders requesting that the Company shall use its reasonable efforts to effect the registration under the Securities Act of all or any part of the such Qualified Holders' Registrable Securities of such Investor Stockholder, each such request to specify and specifying the intended method or methods of disposition thereof, provided, that the Company shall not be required to effect -------- a registration pursuant to this Section 1.1 upon the request of any Investor Stockholder until a period of 180 days shall have elapsed from the effective date of the most recent registration previously effected pursuant to this Section 1.1 and, provided, further, that (a) if the Requesting Stockholder -------- ------- - determines in its good faith judgment to withdraw the proposed registration of any Registrable Securities requested to be registered pursuant to this Section 1.1 due to marketing or regulatory reasons or (b) the registration statement - relating to any such request is not declared effective within 90 days of the date such registration statement is first filed with the Commission or (c) if, - within 180 days after the registration relating to any such request has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to such Requesting Stockholder's reasonable satisfaction within 30 days or (d) the conditions to - closing specified in the purchase agreement or underwriting agreement entered into in connection with the registration relating to any such request are not satisfied (other than conditions to be satisfied by such Requesting Stockholder), then such request, shall not be counted for purposes of such Requesting Shareholder's request limitations set forth above. Upon any request by a Requesting Stockholder pursuant to this Section 1.1, the Company will promptly, but in any event within 15 days, promptly give written notice of such request requested registration to the other Investor Stockholder and the other all holders of record of Registrable Securities Securities, and thereupon the Company will shall, as expeditiously as reasonably possible, use its best all reasonable efforts to effect the registration under the Securities Act of:
(i) the Registrable Securities which the Company has been so requested to register by such Qualified Holder or Holders, for disposition in accordance with the intended method of disposition stated in such request;
(Aii) all other Registrable Securities the Requesting Stockholder and (B) the Other Investor - - Stockholder, MJD Partners, the MJD Principals and the Management Stockholders by holders of which shall have made a written request given to the Company for registration thereof within 20 10 days after the giving of such written notice by the CompanyCompany (which request shall specify the intended method of disposition thereof); and
(iiiii) all other Registrable Securities shares of Common Stock which the Company has been requested may elect to register by (for itself or for any other Person) in connection with the other holders offering of Registrable Securities pursuant to this Section 2.1 by written request having given to the Company within 20 days after the giving notice of such written election, specifying the number of shares to be so included, to each holder of Registrable Securities within 10 days of its receipt of the notice by the Company, from such Qualified Holder or Holders; all to the extent required to permit the disposition of the Registrable Securities so to be registered (in accordance with the intended method or methods thereof as aforesaid) of disposition the Registrable Securities and the additional shares of each seller of Registrable Securities)Common Stock, if any, so to be registered; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 2.1. Notwithstanding the foregoing, but subject Subject to the rights other terms and conditions hereof (including without limitation Section 2.1.4 hereof), the holders of holders a majority of Registrable Securities under Section 2included, (a) if the Board determines or sought to be included, in its good - faith judgment, after consultation with a firm of nationally recognized underwriters, that there will be an adverse effect on a then contemplated initial public offering of the Company's equity securities, the Company may defer the filing (but not the preparation) of the registration statement which is required to effect any registration pursuant to this Section 1.1, during the period starting with the thirtieth day immediately preceding the date of anticipated filing by 2.1 may at any time give notice to the Company ofthat they are withdrawing the request for such registration; provided, and ending on a date 60 days following the effective date ofhowever, the registration statement relating that, subject to Section 2.1.4, such initial public offering, provided request for inclusion will be counted as the one registration that at all times the Company is in good faith using all -------- reasonable efforts required to cause such registration statement to become effective and, provided, further, that such period shall end on such earlier date as may be -------- ------- permitted by the underwriters of such underwritten public offering and (b) if - the Company shall at any time furnish to the Requesting Stockholder and the Other Investor Stockholder, if any, a certificate signed by the President of the Company stating that the Company has pending or in process a material transaction, the disclosure of which would, in the good faith judgment of the Board, materially and adversely affect the Company, the Company may defer the filing (but not the preparation) of a registration statement for up to 60 days (but the Company shall use its best efforts to resolve the transaction and file the registration statement as soon as possible)effect.
Appears in 1 contract
Requests. At Subject to the provisions of Section 3.7, at any time or from time to time after the fourth anniversary date hereof, each -------- Investor Stockholder NCP-EH shall have the right to make one request and at any time after an IPO, each Investor Stockholder shall have the right to make up to two additional written requests that the Company effect the registration one or more registrations under the Securities Act of any all or part of the Registrable Securities of such Investor StockholderNCP-EH. Subject to the provisions of Section 3.7, each such at any time after the initial Public Offering, the Sub-Debt Warrantholders holding at least a majority of the Warrants or Warrant Shares then outstanding shall have the right, on two occasions, to make a written request to specify the intended method or methods of disposition thereof, provided, that the Company effect a registration (each, a “Sub-Debt Registration”) under the Securities Act of part or all of the Registrable Securities held by all Sub-Debt Warrantholders; provided, however, that unless the Sub-Debt Warrantholders requesting registration are able to include in such registration at least 60% of the Registrable Securities requested by them to be included in such registration, such Sub-Debt Warrantholders shall not be required entitled to effect -------- a require an additional registration pursuant to this Section 1.1 upon the request of any Investor Stockholder until a period of 180 days shall have elapsed from the effective date of the most recent registration previously effected pursuant to this Section 1.1 and, provided, further, that (a) if the Requesting Stockholder -------- ------- - determines in its good faith judgment to withdraw the proposed registration of any Registrable Securities 3.1. If so requested to be registered pursuant to this Section 1.1 due to marketing or regulatory reasons or (b) the registration statement - relating to any such request is not declared effective within 90 days of the date such registration statement is first filed with the Commission or (c) if, - within 180 days after the registration relating to any such request has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to such Requesting Stockholder's reasonable satisfaction within 30 days or (d) the conditions to - closing specified in the purchase agreement or underwriting agreement entered into Sub-Debt Warrantholder in connection with the a registration relating to any such request are not satisfied (other than conditions to be satisfied by such Requesting Stockholder), then such request, shall not be counted for purposes of such Requesting Shareholder's request limitations set forth above. Upon any request by a Requesting Stockholder pursuant to under this Section 1.1paragraph, the Company will promptly, but in any event within 15 days, give written notice of shall take such request steps as are required to register the other Investor Stockholder and the other holders of Sub-Debt Warrantholders’ Registrable Securities for sale on a delayed or continuous basis under Rule 415, and thereupon the Company will use its best efforts to effect the registration under the Securities Act of:
(i) the Registrable Securities which the Company has been so requested to register by (A) the Requesting Stockholder and (B) the Other Investor - - Stockholder, MJD Partners, the MJD Principals and the Management Stockholders by written request given to the Company within 20 days after the giving of also take such written notice by the Company; and
(ii) all other Registrable Securities which the Company has been requested to register by the other holders of Registrable Securities by written request given to the Company within 20 days after the giving of such written notice by the Company, all to the extent steps as are required to permit the disposition keep any registration effective until all of the Registrable Securities so to be registered (in accordance with the intended method or methods of disposition of each seller of Registrable Securities)thereunder are sold. Notwithstanding the foregoing, but subject to the rights of holders of Registrable Securities under Section 2, (a) if the Board determines in its good - faith judgment, after consultation with a firm of nationally recognized underwriters, that there will be an adverse effect on a then contemplated initial public offering of the Company's equity securities, the Company may defer the filing (but not the preparation) of the registration statement which is required shall have no obligation to effect keep any registration Sub-Debt Registration pursuant to this Section 1.1, during 3.1 effective more than one hundred eighty (180) days after the period starting with the thirtieth day immediately preceding the initial date of anticipated filing by effectiveness of such registration. Any requests for registration made pursuant to this Section 3.1 shall specify the Company ofintended method of disposition thereof, and ending on a date 60 days following the effective date of, including whether the registration statement relating to such initial public requested is for an underwritten offering, provided that at all times the Company is in good faith using all -------- reasonable efforts to cause such registration statement to become effective and, provided, further, that such period shall end on such earlier date as may be -------- ------- permitted by the underwriters of such underwritten public offering and (b) if - the Company shall at any time furnish to the Requesting Stockholder and the Other Investor Stockholder, if any, a certificate signed by the President of the Company stating that the Company has pending or in process a material transaction, the disclosure of which would, in the good faith judgment of the Board, materially and adversely affect the Company, the Company may defer the filing (but not the preparation) of a registration statement for up to 60 days (but the Company shall use its best efforts to resolve the transaction and file the registration statement as soon as possible).
Appears in 1 contract
Requests. At any time after the fourth anniversary hereof, each -------- Investor Stockholder shall have the right to make one request and at any time after an IPO, each Investor Stockholder shall have the right to make up to two additional requests that the Company effect the registration under the Securities Act of any of the Registrable Securities of such Investor Stockholder, each such request to specify the intended method or methods of disposition thereof, provided, that the Company shall not be required to effect -------- a registration pursuant to this Section 1.1 upon the request of any Investor Stockholder until a period of 180 days shall have elapsed from the effective date of the most recent registration previously effected pursuant to this Section 1.1 and, provided, further, that (a) if By delivering to the Requesting Stockholder -------- ------- - determines in its good faith judgment to withdraw Agent and the relevant Issuer Bank one or more Revolving L/C Requests on or before 10:00 a.m., San Francisco time, at least three (or such shorter period as may be agreed among the Company, the Agent, and such Issuer Bank), but not more than eight, Business Days before the proposed registration date of issuance, the Company may request that such Issuer Bank issue, on any Registrable Securities requested Business Day on or after the Initial Borrowing Date and prior to the Revolving Commitment Termination Date, irrevocable standby or commercial letters of credit for its account (each such letter of credit (including each Existing Letter of Credit), as it may be registered pursuant amended, supplemented, extended, restated, or modified from time to this time, a "Letter of Credit"). Each Letter of Credit and Revolving L/C Request shall be acceptable as to form, substance, beneficiary, and purpose to the Agent and such Issuer Bank in their sole and absolute discretion, and each Letter of Credit shall be used by the Company in each case solely for the purposes described in Section 1.1 due to marketing or regulatory reasons or 4.10.
(b) the registration statement - relating to any such request is not declared effective within 90 days Upon receipt of the date such registration statement is first filed with the Commission or a Revolving L/C Request under clause (c) if, - within 180 days after the registration relating to any such request has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to such Requesting Stockholder's reasonable satisfaction within 30 days or (d) the conditions to - closing specified in the purchase agreement or underwriting agreement entered into in connection with the registration relating to any such request are not satisfied (other than conditions to be satisfied by such Requesting Stockholdera), then such request, the Agent shall not be counted for purposes promptly notify the Lenders in writing thereof. The Issuer Bank is under no obligation to issue any Letter of such Requesting Shareholder's request limitations set forth above. Upon any request by a Requesting Stockholder pursuant to this Section 1.1, the Company will promptly, but in any event within 15 days, give written notice of such request to the other Investor Stockholder and the other holders of Registrable Securities and thereupon the Company will use its best efforts to effect the registration under the Securities Act of:Credit if
(i) any order, judgment or decree of any governmental authority shall by its terms purport to enjoin or restrain the Registrable Securities which the Company has been so requested to register by (A) the Requesting Stockholder and (B) the Other Investor - - Stockholder, MJD Partners, the MJD Principals and the Management Stockholders by written request given Issuer Bank from issuing such Letter of Credit; or any law applicable to the Company within 20 days after Issuer Bank or any request or directive from any governmental authority with jurisdiction over the giving Issuer Bank shall prohibit or request that the Issuer Bank refrain from the issuance of letters of credit generally or such written notice by the Company; andLetter of Credit in particular;
(ii) all other Registrable Securities which the Company has been requested to register by the other holders of Registrable Securities by written request given Stated Amount thereof, when added to the Company within 20 days after Letter of Credit Outstandings immediately prior to the giving issuance of such written notice by Letter of Credit, would exceed the Company, all Maximum Letter of Credit Amount;
(iii) such Letter of Credit is not stated to expire on a date (its "Stated Expiry Date") no later than the fifth day immediately preceding the Stated Maturity Date and none shall have a term of more than one year (except in the case of the Letters of Credit relating to the extent required loan agreement between ALPART and the Caribbean Basin Projects Financing Authority);
(iv) such Letter of Credit requires the Issuer Bank thereof to permit make payment to any beneficiary thereof prior to the disposition third Business Day after a conforming demand for payment is made thereunder; or
(v) such Letter of Credit does not provide for the Registrable Securities so presentation of drafts payable at sight.
(c) The Issuer Bank will make available to be registered the beneficiary thereunder (with a copy to the Agent) the original of each Letter of Credit which it issues in accordance with the intended method or methods Revolving L/C Request therefor and will notify the beneficiary thereof (with a copy to the Agent) of disposition any extension of each seller the Stated Expiry Date thereof pursuant to Section 5.2.
(d) On the Initial Borrowing Date, the Existing Letters of Registrable Securities). Notwithstanding the foregoing, but Credit shall automatically be deemed to be Letters of Credit and shall be subject to all the rights terms and conditions of holders of Registrable Securities under Section 2, (a) if the Board determines in its good - faith judgment, after consultation with a firm of nationally recognized underwriters, that there will be an adverse effect on a then contemplated initial public offering of this Agreement and the Company's equity securities, the Company may defer the filing (but not the preparation) reimbursement obligations in respect of the registration statement which is required Existing Letters of Credit shall automatically be deemed to effect any registration have been satisfied by the incurrence of its reimbursement obligations, pursuant to this Section 1.1Article V, during the period starting with the thirtieth day immediately preceding the date of anticipated filing by the Company of, and ending on a date 60 days following the effective date of, the registration statement relating to such initial public offering, provided that at all times the Company is in good faith using all -------- reasonable efforts to cause such registration statement to become effective and, provided, further, that such period shall end on such earlier date as may be -------- ------- permitted by the underwriters respect of such underwritten public offering and (b) if - the Company shall at any time furnish to the Requesting Stockholder and the Other Investor Stockholder, if any, a certificate signed by the President Letters of the Company stating that the Company has pending or in process a material transaction, the disclosure of which would, in the good faith judgment of the Board, materially and adversely affect the Company, the Company may defer the filing (but not the preparation) of a registration statement for up to 60 days (but the Company shall use its best efforts to resolve the transaction and file the registration statement as soon as possible)Credit.
Appears in 1 contract
Samples: Post Petition Credit Agreement (Kaiser Aluminum Corp)
Requests. At Subject to the provisions of Section 3.6, at any time after or from time to time the fourth anniversary hereof, each -------- Investor Stockholder Requisite Percentage of Stockholders shall have the right to make one request and at any time after an IPO, each Investor Stockholder shall have the right to make up to two additional or more written requests that the Company effect the registration under the Securities Act of any all or part of the Registrable Securities of the holder or holders making such Investor Stockholderrequest, each such request to which requests shall specify the intended method or methods of disposition thereofthereof (including, providedwithout limitation, that whether such registration is to be underwritten or otherwise) by such holder or holders the Company shall not be required to effect -------- a registration pursuant to this Section 1.1 upon the request approximate number of any Investor Stockholder until a period of 180 days shall have elapsed from the effective date of the most recent registration previously effected pursuant to this Section 1.1 and, provided, further, that (a) if the Requesting Stockholder -------- ------- - determines in its good faith judgment to withdraw the proposed registration of any Registrable Securities requested to be registered pursuant to this Section 1.1 due to marketing or regulatory reasons or (b) and the registration statement - relating to anticipated price range for the offering, and upon any such request is not declared effective within 90 days of the date such registration statement is first filed with the Commission or (c) if, - within 180 days after the registration relating to any such request has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to such Requesting Stockholder's reasonable satisfaction within 30 days or (d) the conditions to - closing specified in the purchase agreement or underwriting agreement entered into in connection with the registration relating to any such request are not satisfied (other than conditions to be satisfied by such Requesting Stockholder), then such request, shall not be counted for purposes of such Requesting Shareholder's request limitations set forth above. Upon any request by a Requesting Stockholder pursuant to this Section 1.1, the Company will promptly, but in any event within 15 days, promptly give written notice of such request requested registration to the other Investor Stockholder and the other all holders of Registrable Securities Securities, and thereupon the Company will use its best efforts to effect the registration (subject to the terms of this Agreement) under the Securities Act of:,
(i) the Registrable Securities which the Company has been so requested to register by (A) the Requesting Stockholder and (B) the Other Investor - - Stockholderregister, MJD Partners, the MJD Principals and the Management Stockholders by written request given to the Company within 20 days after the giving of such written notice by the Company; and
(ii) all other Registrable Securities which the Company has been requested to register by the other holders of Registrable Securities thereof by written request given to the Company within 20 30 days after the giving of such written notice by the CompanyCompany (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered (registered, provided that the Company shall not be required under this Section 3.1(a) to effect a registration under the Securities Act if the Registrable Securities proposed to be included in accordance with such registration would not yield at least $5,000,000 of net proceeds to the intended method or methods sellers of disposition of each seller of such Registrable Securities). Notwithstanding the foregoing, but subject to the rights of holders of Registrable Securities under Section 2, (a) if the Board of Directors of the Company determines in its good - faith judgment, after consultation with a firm of nationally recognized underwriters, that there will be an a material adverse effect on (x) a then contemplated initial public offering of the Company's equity securities, Common Stock unless such offering is solely a primary offering or (y) any proposal or plan by the Company may defer or any of its Subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization or similar transaction, then (i) the Requisite Percentage of Stockholders shall be given notice of such fact, (ii) the filing (but not or the preparation) effectiveness of the a registration statement which is required related to effect any such request may be postponed by 90 days, (iii) the holders of Registrable Securities shall be entitled to withdraw their request under this Section 3.1, and (iv) such registration shall not be deemed to have been effected or requested pursuant to this Section 1.1, during the period starting with the thirtieth day immediately preceding the date of anticipated filing by the Company of, and ending on a date 60 days following the effective date of, the registration statement relating to such initial public offering, 3.1; provided that at all times the Company is in good faith using all -------- reasonable efforts to cause such registration statement to become effective and, provided, further, that such period shall end on such earlier date as may be -------- ------- permitted by the underwriters of such underwritten public offering and (b) if - the Company shall at any time furnish to the Requesting Stockholder and the Other Investor Stockholder, if any, a certificate signed by the President of the Company stating that the Company has pending or in process a material transaction, the disclosure of which would, in the good faith judgment of the Board, materially and adversely affect the Company, the Company may defer the filing (but not the preparation) of postpone a registration statement for up request made pursuant to 60 days (but the Company shall use its best efforts to resolve the transaction and file the registration statement as soon as possible)Section 3.1(a) only once in any 365 day period.
Appears in 1 contract
Samples: Registration and Participation Agreement (Remington Arms Co Inc/)
Requests. At any time after From the fourth S-3 Eligiblity Date until the date which is the second anniversary hereofof the S-3 Eligibility Date, each -------- Investor Stockholder the Holders shall have the right to make one request and at any time after an IPO, each Investor Stockholder shall have the right to make up to two additional requests per year that the Company effect the registration under the Securities Act of any of the Registrable Securities of such Investor Stockholderthe Holders, each such request to specify the intended method or methods of disposition thereof, providedprovided that (a) in no event shall either such request cover less than 20% of the aggregate number of shares of Registrable Securities, that and (b) the Company shall not be required to effect -------- a registration pursuant to this Section 1.1 upon the request of any Investor Stockholder until a period of 180 90 days shall have elapsed from the effective date of the most recent registration previously effected pursuant to this Section 1.1 andby the Company, provided, further, that (ai) if the Requesting Stockholder -------- ------- - determines in its good faith judgment to withdraw the proposed registration of any Registrable Securities requested to be registered pursuant to this Section 1.1 due to marketing or regulatory reasons or (b) the registration statement - relating to any such request is not declared effective within 90 days of the date such registration statement is first filed with the Commission or (cii) if, - within 180 days after the registration relating to any such request has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to such Requesting Stockholder's the reasonable satisfaction of the Holders within 30 45 days or (diii) the conditions to - closing specified in the purchase agreement or underwriting agreement entered into in connection with the registration relating to any such request are not satisfied (other than conditions to be satisfied as a result of a default or breach thereunder by such Requesting Stockholderthe Holders), then such request, request shall not be counted for purposes of such Requesting Shareholder's the request limitations of the Holders set forth above. Upon any request by a Requesting Stockholder pursuant to this Section 1.1such request, the Company will promptly, but in any event within 15 days, give written notice of such request to the other Investor Stockholder and the other all holders of Registrable Securities and thereupon the Company will will, subject to the last paragraph of this Section 1.1, use its reasonable best efforts to effect the prompt registration under the Securities Act of:
(iA) the Registrable Securities which the Company has been so requested to register by (A) the Requesting Stockholder and (B) the Other Investor - - StockholderHolders, MJD Partners, the MJD Principals and the Management Stockholders by written request given to the Company within 20 days after the giving of such written notice by the Company; and
(iiB) all other Registrable Securities which the Company has been requested to register by the other holders of Registrable Securities thereof by written request given to the Company within 20 days after the giving of such written notice by the Company, all to the extent reasonably required to permit the disposition of the Registrable Securities so to be registered (in accordance with the intended method or methods of disposition of each seller of such Registrable Securities). Notwithstanding the foregoing, but subject to the rights of holders of Registrable Securities under Section 2, (a) if the Board (or any executive committee thereof) determines in its good - faith judgment, after consultation with a firm of nationally recognized underwriters, that there will be an adverse effect on a then contemplated initial public offering of the Company's equity securities, the Company may defer the filing (but not the preparation) of the registration statement which is required to effect any registration pursuant to this Section 1.1, during the period starting with the thirtieth 30th day immediately preceding the date of anticipated filing by the Company of, and ending on a date 60 days following the effective date of, the registration statement relating to such initial public offering, provided that at all times the Company is in good faith using all -------- reasonable efforts to cause such other registration statement to become effective and, provided, further, that such period shall end on such earlier date be filed as may be -------- ------- permitted by the underwriters of such underwritten public offering soon as possible and (b) if - the Company shall at any time furnish to each seller of the Requesting Stockholder and the Other Investor Stockholder, if any, Registrable Securities to be registered a certificate signed by the President of the Company or other authorized officer stating that the Company has pending or in process a material transaction, the disclosure of which would, in the good faith judgment of the Board, materially and adversely affect the Company, the Company may defer the filing (but not the preparation) of a registration statement for up to 60 75 days (but the Company shall use its best efforts to resolve the transaction and file the registration statement as soon as possible).
Appears in 1 contract
Requests. At any time after the fourth first anniversary hereof, each the -------- Investor Majority Stockholder shall have the right to make one request and at any time after an IPO, each Investor Stockholder shall have the right and from time to make up time to two additional requests request that the Company effect the registration under the Securities Act of any of the Registrable Securities of such Investor the Majority Stockholder, each such request to specify the intended method or methods of disposition thereof, provided, that the Company shall not be required to effect -------- a registration pursuant to this Section 1.1 upon the request of any Investor Stockholder until a period of 180 days shall have elapsed from the effective date of the most recent registration previously effected pursuant to this Section 1.1 and, provided, further, that (a) if the Requesting Stockholder -------- ------- - determines in its good faith judgment to withdraw the proposed registration of any Registrable Securities requested to be registered pursuant to this Section 1.1 due to marketing or regulatory reasons or (b) the registration statement - relating to any such request is not declared effective within 90 days of the date such registration statement is first filed with the Commission or (c) if, - within 180 days after the registration relating to any such request has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to such Requesting Stockholder's reasonable satisfaction within 30 days or (d) the conditions to - closing specified in the purchase agreement or underwriting agreement entered into in connection with the registration relating to any such request are not satisfied (other than conditions to be satisfied by such Requesting Stockholder), then such request, shall not be counted for purposes of such Requesting Shareholder's request limitations set forth above. Upon any request by a Requesting the Majority Stockholder pursuant to this Section 1.1, the Company will promptly, but in any event within 15 days, give written notice of such request to the other Investor Stockholder and the other all holders of Registrable Securities and thereupon the Company will use its best efforts to effect the registration under the Securities Act of:
(i) the Registrable Securities which the Company has been so requested to register by (A) the Requesting Stockholder and (B) the Other Investor - - Majority Stockholder, MJD Partners, the MJD Principals and the Management Stockholders by written request given to the Company within 20 days after the giving of such written notice by the Company; and
(ii) all other Registrable Securities which the Company has been requested to register by the other holders of Registrable Securities by written request given to the Company within 20 days after the giving of such written notice by the Company, all to the extent required to permit the disposition (in accordance with the Majority Stockholder's intended method or methods of disposition) of the Registrable Securities so to be registered (in accordance with the intended method or methods of disposition of each seller of Registrable Securities)registered. Notwithstanding the foregoing, but subject to the rights of holders of Registrable Securities under Section 2, (a) - if the Board determines in its good - faith judgment, after consultation with a firm of nationally recognized underwriters, that there will be an adverse effect on a then contemplated initial public offering of the Company's equity securities, the Company may defer the filing (but not the preparation) of the registration statement which is required to effect any registration pursuant to this Section 1.1, during the period starting with the thirtieth 30th day immediately preceding the date of anticipated filing by the Company of, and ending on a date 60 days following the effective date of, the registration statement relating to such initial public offering, provided that at all times the Company is in good -------- faith using all -------- reasonable efforts to cause such registration statement to become effective and, provided, further, that such period shall end on such earlier date as may be -------- ------- permitted by the underwriters of such underwritten public offering and (b) if - the Company shall at any time furnish to the Requesting Stockholder and the Other Investor Stockholder, if any, a certificate signed by the President of the Company stating that the Company has pending or in process a material transaction, the disclosure of which would, in the good faith judgment of the Board, materially and adversely affect the Company, the Company may defer the filing (but not the preparation) of a registration statement for up to 60 days (but the Company shall use its best efforts to resolve the transaction and file the registration statement as soon as possible)effective.
Appears in 1 contract
Samples: Registration Rights Agreement (Ixl Enterprises Inc)
Requests. At any time after during each one of the fourth anniversary hereoftwo years -------- following an initial public offering of the Company's securities, each -------- Investor Stockholder the Majority Holders shall have the right to make one request and at any time after an IPO, each Investor Stockholder shall have the right to make up to two additional requests per year that the Company effect the registration under the Securities Act of any of the Registrable Securities of such Investor Stockholderthe Holders, each such request to specify the intended method or methods of disposition thereof, providedprovided that (a) -------- in no event shall either such request cover less than 20% of the aggregate number of shares of Common Stock purchasable on the Issue Date upon the exercise of all Warrants, that as adjusted from time to time pursuant to the terms thereof, and (b) the Company shall not be required to effect -------- a registration pursuant to this Section 1.1 upon the request of any Investor Stockholder until a period of 180 90 days shall have elapsed from the effective date of the most recent registration previously effected pursuant to this Section 1.1 andby the Company, provided, further, that -------- ------- (ai) if the Requesting Stockholder -------- ------- - determines in its good faith judgment to withdraw the proposed registration of any Registrable Securities requested to be registered pursuant to this Section 1.1 due to marketing or regulatory reasons or (b) the registration statement - relating to any such request is not declared effective within 90 days of the date such registration statement is first filed with the Commission or (cii) if, - within 180 days after the registration relating to any such request has become effective, such registration is interfered inter- fered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to such Requesting Stockholder's the reasonable satisfaction of the Holders within 30 45 days or (diii) the conditions to - closing specified in the purchase agreement or underwriting indemnity agreement entered into in connection with the registration relating to any such request are not satisfied (other than conditions to be satisfied as a result of a default or breach thereunder by such Requesting Stockholderthe Holders), then such request, request shall not be counted for purposes of such Requesting Shareholder's the request limitations of the Holders set forth above. Upon any request by a Requesting Stockholder pursuant to this Section 1.1such request, the Company will promptly, but in any event within 15 days, give written notice of such request to the other Investor Stockholder and the other all holders of Registrable Securities and Warrants and thereupon the Company will will, subject to the last paragraph of this Section 1.1, use its reasonable best efforts to effect the prompt registration under the Securities Act of:
(iA) the Registrable Securities which the Company has been so requested to register by (A) the Requesting Stockholder Majority Holders, and (B) the Other Investor - - Stockholder, MJD Partners, the MJD Principals and the Management Stockholders by written request given to the Company within 20 days after the giving of such written notice by the Company; and
(ii) all other Registrable Securities which the Company has been requested to register by the other holders of Registrable Securities thereof by written request given to the Company within 20 days after the giving of such written notice by the Company, all to the extent reasonably required to permit the disposition of the Registrable Reg- istrable Securities so to be registered (in accordance with the intended method or methods of disposition of each seller of such Registrable Securities). Notwithstanding the foregoing, but subject to the rights of holders of Registrable Securities under Section 2, (a) if the Board determines in its good - faith judgment, after consultation with a firm of nationally recognized underwriters, that there will be an adverse effect on a then contemplated initial public offering of the Company's equity securities, the Company may defer the filing (but not the preparation) of the registration statement which is required to effect any registration pursuant to this Section 1.1, during the period starting with the thirtieth 30th day immediately preceding the date of anticipated filing by the Company of, and ending on a date 60 days following the effective date of, the registration statement relating to such initial public offering, provided that -------- at all times the Company is in good faith using all -------- reasonable efforts to cause such registration statement to become effective and, be filed as soon as possible and provided, further, that such period shall end on such earlier date as -------- ------- may be -------- ------- permitted by the underwriters of such underwritten public offering and (b) if - the Company shall at any time furnish to each seller of the Requesting Stockholder and the Other Investor Stockholder, if any, Registrable Securities to be registered a certificate signed by the President of the Company stating that the Company has pending or in process a material transaction, the disclosure of which would, in the good faith judgment of the Board, materially and adversely affect the Company, the Company may defer the filing (but not the preparation) of a registration statement for up to 60 days (but the Company shall use its best efforts to resolve the transaction and file the registration statement as soon as possible).
Appears in 1 contract
Requests. At any time after (a) By delivering to the fourth anniversary hereof, each -------- Investor Stockholder shall have the right Issuer (with a copy to make one request and Agent if Bank of Scotland should at any time after not be Issuer hereunder) a written request (an IPO"Issuance Request") on or before 10:00 a.m. Closing Office Time on a Business Day, each Investor Stockholder shall have Borrower may request, from time to time during the right to make up to two additional requests that the Company effect the registration under the Securities Act of any of the Registrable Securities of such Investor Stockholder, each such request to specify the intended method or methods of disposition thereof, providedCommitment Period and on not less than 3 nor more than 10 Business Days' notice, that the Company Issuer issue an irrevocable letter of credit in such form as shall not be required acceptable to effect -------- the Issuer (each a registration pursuant to this "Letter of Credit", and collectively, the "Letters of Credit"), in support of such financial obligations of Borrower, any Subsidiaries or any Eligible Portfolio Entities which are described in such Issuance Request and are permitted by Section 1.1 upon 2A.1(c). Each Issuance Request shall specify (i) the request proposed date of any Investor Stockholder until issuance (which shall be a period Business Day during the Commitment Period), (ii) the stated amount of 180 days shall have elapsed from the effective Letter of Credit, (iii) the expiration date of the most recent registration previously effected pursuant Letter of Credit, (iv) the name and address of the beneficiary of the Letter of Credit, and (v) a precise description of the documents and have attached the verbatim text of any certificate to this Section 1.1 andbe presented by the beneficiary of such Letter of Credit which, if presented by such beneficiary prior to the expiration date of the Letter of Credit, would require the Issuer to make payment under the Letter of Credit; provided that the Issuer, in its sole judgment, may prior to the date of issuance require changes in any such documents and certificates; and provided, further, that (aunless otherwise consented to by the Issuer) if the Requesting Stockholder -------- ------- - determines in its good faith judgment to withdraw the proposed registration no Letter of any Registrable Securities requested Credit shall require payment against a conforming draft to be registered pursuant to this Section 1.1 due to marketing or regulatory reasons or made thereunder earlier than the third Business Day after such draft is presented.
(b) Each Letter of Credit shall by its terms (unless otherwise consented to by the registration statement - relating to any such request is not declared effective within 90 days of the date such registration statement is first filed with the Commission or (c) if, - within 180 days after the registration relating to any such request has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to such Requesting Stockholder's reasonable satisfaction within 30 days or (d) the conditions to - closing specified in the purchase agreement or underwriting agreement entered into in connection with the registration relating to any such request are not satisfied (other than conditions to be satisfied by such Requesting Stockholder), then such request, shall not be counted for purposes of such Requesting Shareholder's request limitations set forth above. Upon any request by a Requesting Stockholder pursuant to this Section 1.1, the Company will promptly, but in any event within 15 days, give written notice of such request to the other Investor Stockholder and the other holders of Registrable Securities and thereupon the Company will use its best efforts to effect the registration under the Securities Act of:Issuer):
(i) be issued for the Registrable Securities account of Borrower in a Stated Amount (in U.S. dollars) which the Company has been so requested to register by does not exceed (Aor would not exceed) the Requesting Stockholder and (B) the Other Investor - - Stockholder, MJD Partners, the MJD Principals and the Management Stockholders by written request given to the Company within 20 days after the giving then Letter of such written notice by the CompanyCredit Availability; and
(ii) all other Registrable Securities which be stated to expire on a date (its "Stated Expiry Date") no later than the Company has been requested earlier of (x) one year from its date of issuance or (y) the last day of the Commitment Period; and, if renewable by its terms, shall not be renewed so as to register by expire on a date later than the other holders last day of Registrable Securities by written request given the Commitment Period; and
(iii) on or prior to its Stated Expiry Date:
(A) terminate immediately upon notice to the Company within 20 days after Issuer thereof from the giving of such written notice by the Companybeneficiary thereunder that all obligations covered thereby have been terminated, all paid, or otherwise satisfied in full,
(B) reduce in part immediately to the extent required the beneficiary thereunder has notified the Issuer that the obligations covered thereby have been paid or otherwise satisfied in part, and
(C) if the Stated Expiry Date is later than 60 days from its date of issuance, terminate 30 Business Days after notice to permit the disposition beneficiary thereunder from the Issuer or Agent that an Event of Default has occurred and is continuing.
(c) Letters of Credit may be issued to support (i) lease obligations, statutory obligations, performance and return-of-money bonds and other similar ordinary course obligations (exclusive of obligations for the Registrable Securities so to be registered payment of borrowed money) of Borrower, its Subsidiaries or any Eligible Portfolio Entity, (ii) obligations arising in connection with the acquisition of an Eligible Asset Pool by an Eligible Portfolio Entity in accordance with Section 2.1(b), or (iii) any other purposes for the intended method benefit of Borrower, any Subsidiary or methods of disposition of each seller of Registrable Securities). Notwithstanding the foregoingany Portfolio Entity approved by Agent, but subject to the rights of holders of Registrable Securities under Section 2, (a) if the Board determines in its good - faith judgment, after consultation with a firm of nationally recognized underwriters, that there will be an adverse effect on a then contemplated initial public offering of the Company's equity securities, the Company may defer the filing (but not the preparation) of the registration statement which is required to effect any registration pursuant to this Section 1.1, during the period starting with the thirtieth day immediately preceding the date of anticipated filing by the Company of, and ending on a date 60 days following the effective date of, the registration statement relating to such initial public offering, provided that at all times the Company is in good faith using all -------- reasonable efforts to cause such registration statement to become effective and, provided, further, that such period shall end on such earlier date as may be -------- ------- permitted by the underwriters of such underwritten public offering and (b) if - the Company shall at any time furnish to the Requesting Stockholder and the Other Investor Stockholder, if any, a certificate signed by the President of the Company stating that the Company has pending or in process a material transaction, the disclosure of which would, in the good faith judgment of the Board, materially and adversely affect the Company, the Company may defer the filing (but not the preparation) of a registration statement for up to 60 days (but the Company shall use its best efforts to resolve the transaction and file the registration statement as soon as possible)sole discretion.
Appears in 1 contract
Samples: Revolving Credit Agreement (Firstcity Financial Corp)