Required Registration. (a) At any time you may by notice to the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise. (b) Promptly following receipt of your Registration Notice, the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorter.
Appears in 3 contracts
Samples: Option Agreement (Viacom Inc), Option Agreement (Viacom Inc), Option Agreement (Viacom Inc)
Required Registration. (a) a. At any time you may by notice following the earlier of five (5) years from the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offering, if the holders of at least twenty percent (20%) of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company (to effect the "Registration Notice") request that it register for sale registration under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date Act of such Registrable Shares (such registration statement, or, provided that deferral of the date of purchase having an aggregate offering price to the closing date public of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such formless than $10,000,000), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall promptly use its best efforts to cause effect the registration under the Securities Act of the Registrable Shares which the Company has been so requested to register by such Investors.
b. Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration statement to become effective and remain in effect for under the Required Effective Period for public sale Securities Act except in accordance with the method following provisions:
i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3) registration statements for the holders of disposition specified the Registrable Shares initiated pursuant to Section 2(a) above.
ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by you, the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period.
iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and
(B) second, the Primary Shares.
iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering.
v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement.
vi. The Company shall not be required obligated to file or cause to become effective a "shelf" registration except on Form S-3 (or any successor statement for the holders of the Registrable Shares initiated pursuant to such Form). The "Required Effective Period" shall be the greater of (ASection 2(a) above during the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time beginning on the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterDate.
Appears in 3 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (Carbylan Therapeutics, Inc.), Registration Rights Agreement (Carbylan Therapeutics, Inc.)
Required Registration. (a) At any time you may by notice The Company agrees that in connection with its Planned IPO it shall undertake best efforts to the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under with the Securities Act for SEC within the next 30 days covering the firm commitment underwritten offer and sale in the Planned IPO of all of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and PPD Original Investment Shares. The Company shall use its best efforts to cause such have the registration statement declared effective by the SEC as soon as practicable, and shall diligently proceed in a good faith effort to become effective respond to SEC comments and remain complete the Planned IPO within 150 days from the date hereof. The Company may in effect its discretion delay or postpone the IPO if the Board in good faith determines that it would not be advisable and in the best interest of the Company and its shareholders. The Company agrees that it will not include any shares in the IPO held by stockholders other than PPD without PPD’s prior written consent. The Company shall include all of the PPD Original Investment Shares for the Required Effective Period for public offer and sale in accordance with the method Planned IPO (or any other Initial Public Offering of disposition specified by youCompany shares, providedwhether contemplated now or in the future), howeverand this obligation is and shall be absolute and unconditional. Without the prior written consent of PPD, that the Company shall not be required to file a "shelf" registration except on Form S-3 under any circumstances complete the Planned IPO (or any successor to such Form). The "Required Effective Period" shall be the greater other Initial Public Offering of (Ait shares) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of without including therein all of the shares included PPD Original Investment Shares as defined herein for sale to and through the underwriters for such offering.
(b) PPD shall (together with the Company as provided in such registration statement assuming Section 1.5(e)) enter into an underwriting agreement in customary form with the sale underwriter or underwriters selected by the Company. If the underwriter advises the Company or PPD in each three-month period writing that marketing factors require a limitation of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition underwritten, there shall be an no reduction to the number of PPD Original Investment Shares underwritten public offeringand included in the Planned IPO without the prior written consent of PPD, and any such reduction shall only be made to the Company may designate the managing underwriter of such offering. If, shares to be included in the good faith opinion Planned IPO. The Company shall notify PPD in advance of completion of the Board of Directors of Planned IPO if the Company, registration would materially interfere with pre-existing contractual obligations Planned IPO is not going to which qualify as a Qualifying IPO and PPD shall have the Company is then subject right and the opportunity to withdraw any or financing arrangements or other material transactions involving the Company or any all of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days shares from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. Planned IPO without penalty.
(c) In the event of such deferralthe Company completes (or proposes to complete) the Planned IPO or any other Initial Public Offering and fails (or it becomes apparent that it intends to fail) for any reason to register, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 offer and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation sell all of the PPD Original Investment Shares (which are not voluntarily withdrawn by PPD) in such underwritten registration (and remit all the net proceeds therefrom to PPD), then the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice immediate breach of its obligations to PPD and not purchased by the Company pursuant to Section 10(f) below PPD shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, right to pursue any and all such Option Shares shall have been sold pursuant thereto; damages or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorter.other remedies
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Accentia Biopharmaceuticals Inc), Investors’ Rights Agreement (Accentia Biopharmaceuticals Inc), Investors’ Rights Agreement (Accentia Biopharmaceuticals Inc)
Required Registration. (a) At any time you Commencing two years after the date hereof, either Holder may by notice to request the Company (the "Registration Notice") request that it to register for sale under the Securities Act, in the manner specified in your Registration Notice, Act all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of Restricted Stock held by such registration statement, or, provided that deferral of the date of purchase to the closing date of requesting Holder for sale of such shares in the manner contemplated specified in such notice, it being understood that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such formboth Holders), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Noticeany notice under Section 4(a), the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for register under the Required Effective Period Securities Act, for public sale in accordance with the method of disposition specified by youin such notice from the requesting Holder or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" proposed method of -------- ------- disposition specified by the requesting Holders shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment an underwritten public offering, the period required number of shares of Restricted Stock to dispose of all of the shares be included in such registration statement assuming an offering may be reduced pro rata between the sale in each three-month period of requesting Holders --- ---- based on the maximum number of shares permitted of Restricted Stock so requested to be sold under registered if and to the limitations extent that the managing underwriter shall be of Section 14 the opinion that such inclusion would adversely affect the marketing of this Agreementthe Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the good faith opinion of offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Companycontrary contained herein, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 4 shall be deemed satisfied only when a registration statement covering all Option Shares shares of Restricted Stock specified in your Registration Notice and not purchased notices received as aforesaid, for sale in accordance with the method of disposition specified by the Company pursuant to Section 10(f) below requesting Holders, shall have become effective and, (X) if the such method of disposition you specify is a firm commitment underwritten public offeringoffer, all such Option Shares shares shall have been sold pursuant thereto; or .
(Yc) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if it is not such method of disposition shall be an underwritten public offering, has remained such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the Required Effective Period specified herein or date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the Option Shares covered thereby is completed, whichever is shorterregistration contemplated thereby.
Appears in 3 contracts
Samples: Registration Rights Agreement (Interep National Radio Sales Inc), Registration Rights Agreement (Interep National Radio Sales Inc Stock Growth Plan & Trust), Registration Rights Agreement (Interep National Radio Sales Inc Emp Stock Own Plan & Trust)
Required Registration. The Company shall use its best efforts to effect the registration of the Registrable Securities (a) At any time you may by notice including without limitation the execution of an undertaking to the Company (the "Registration Notice") request that it register for sale file post-effective amendments, appropriate qualification under applicable Blue Sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act, ) as would permit or facilitate the sale or distribution of all the Registrable Securities in the manner specified (including manner of sale) reasonably requested by a Holder and in your Registration Noticeall U.S. jurisdictions. Such best efforts by the Company shall include the following:
(a) The Company shall, all as expeditiously as reasonably possible after the first date upon which the Convertible Promissory Note is convertible under its terms:
(i) But in any event within fifteen (15) days thereafter (the "FILING DATE"), prepare and file a shelf registration statement with the Commission on Form S-3 under the Securities Act (or in the event that the Company is ineligible to use such form, such other form as the Company is eligible to use under the Securities Act) covering the sale from time to time by each Holder of any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of Registrable Securities (such registration statement, orincluding any amendments or supplements thereto and prospectuses contained therein, provided that deferral and any additional registration statement(s) as may be necessary to permit the disposition of all Registrable Securities, is referred to herein as the date of purchase "REGISTRATION STATEMENT"), which Registration Statement, to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement extent allowable under the Securities Act for and the sale rules promulgated thereunder (including Rule 416), shall also cover such number of additional shares of Common Stock as may become issuable to prevent dilution resulting from stock splits, stock dividends or similar events. The number of shares of Common Stock initially included in the Option Shares specified in initial Registration Statement shall not exceed the number of shares allowed under Rule 415; PROVIDED that such Registration Notice (number of shares of Common Stock shall be not less than the number of shares of Common Stock into which the Convertible Note and any shares to interest that may accrue during the term thereof may be purchased pursuant to Section 10(f) below) and converted. Thereafter, the Company shall use its best efforts to cause such registration statement Registration Statement to become be declared effective as soon as practicable. The Company shall provide each Holder and remain its legal counsel reasonable opportunity, but not less than three (3) full business days, to review the Registration Statement or amendment or supplement thereto prior to filing. Without limiting the foregoing, the Company will promptly respond to all SEC comments, inquiries and requests and shall provide each Holder with copies of all correspondence in effect for connection therewith, and shall request acceleration of effectiveness at the Required Effective Period for public sale in accordance earliest practicable date.
(ii) Prepare and file with the method SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement, or prepare and file such additional registration statements, as may be necessary to comply with the provisions of the Securities Act with respect to the disposition specified of all Registrable Securities and promptly notify each Holder of the filing and effectiveness of such Registration Statement and any amendments or supplements or additional registration statements.
(iii) After the registration, furnish to each Holder such numbers of copies of a current prospectus conforming with the requirements of the Securities Act, copies of the Registration Statement, any amendment or supplement thereto and any documents incorporated by you, provided, however, reference therein and such other documents as such Holder may reasonably require in order to facilitate the disposition of Registrable Securities owned by such Holder.
(iv) Use its best efforts to register and qualify the securities covered by such Registration Statement under such other securities or Blue Sky laws of all U.S. jurisdictions; PROVIDED that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a "shelf" registration except on Form S-3 general consent to service of process in any such states or jurisdictions.
(or any successor to such Form). The "Required Effective Period" shall be the greater of (Av) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all Notify each Holder immediately of the shares happening of any event as a result of which the prospectus (including any supplements thereto or thereof and any information incorporated or deemed to be incorporated by reference therein) included in such registration Registration Statement, as then in effect, includes an untrue statement assuming of material fact or omits to state a material fact required to be stated therein or necessary to make the sale statements therein not misleading in each three-month period light of the maximum number of shares permitted circumstances then existing, and use its best efforts to be sold under the limitations of Section 14 of this Agreement. If promptly update and/or correct such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion prospectus.
(vi) Notify each Holder immediately of the Board issuance by the SEC or any state securities commission or agency of Directors any stop order suspending the effectiveness of the CompanyRegistration Statement or the initiation of any proceedings for that purpose. The Company shall use its best efforts to prevent the issuance of any stop order and, registration would materially interfere with pre-existing contractual obligations if any stop order is issued, to which obtain the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending lifting thereof at the time earliest possible time.
(vii) Use its best efforts to list the Registrable Securities covered by such Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120Statement with all securities exchange(s) days from the date and/or markets on which the Common Stock is then listed and prepare and file any required filings with the National Association of Securities Dealers, Inc. or any exchange or market where the Common Stock is then traded.
(viii) If applicable, take all steps necessary to enable each Holder to avail itself of the prospectus delivery mechanism set forth in Rule 153 (or successor thereto) under the Securities Act.
(b) The Company shall supplement or amend the Registration Notice was givenStatement or cause the related prospectus to be amended or supplemented if required under the Securities Act or by the rules, regulations or instructions applicable to the registration form used for such Registration Statement or with respect to updated information about the Purchaser of Registrable Securities, use its best efforts to cause any such amendment to become effective and such Registration Statement or related prospectus to become usable as soon as practicable thereafter and promptly furnish to each Holder of Registrable Securities included in the Registration Statement copies of any such supplement or amendment.
(c) Holder of Registrable Securities agrees, by acquisition of such Registrable Securities that, upon actual receipt of any notice from the Company pursuant to Section 2.2(a)(v) or Section 2.5(e), such Holder will immediately discontinue any sales of such Registrable Securities (a "SUSPENSION") until such Holder's receipt of an amended Registration Statement, supplemented or amended prospectus thereunder, or until it is advised in writing by the Company that the use of the applicable Registration Statement may be resumed. Notwithstanding the foregoing, such Holder shall not be prohibited from selling Registrable Securities under the Registration Statement as a result of Suspensions on more than two (2) occasions in any twelve (12) month period, each such Suspension lasting no longer than the lesser of (a) sixty (60) days and (b) the period commencing on the first day of such Suspension and ending on the day on which a shareholder of the Company other than such Holder has the ability to sell securities of the Company under an effective Registration Statement on Form S-3), unless, in the good faith judgment of the Company's Board of Directors Directors, upon written advice of counsel to the Company, the sale of Registrable Securities under the Registration Statement in reliance on this paragraph would be reasonably likely to cause a violation of the Company is necessary Securities Act or the Exchange Act and result in order potential liability to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterCompany.
Appears in 3 contracts
Samples: Investor Rights Agreement (Gilead Sciences Inc), Investor Rights Agreement (Triangle Pharmaceuticals Inc), Investor Rights Agreement (Triangle Pharmaceuticals Inc)
Required Registration. (a) At If at any time you may the Company shall be requested by CVCA to effect the registration under the Securities Act of Registrable Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the "Registration Notice"number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) request that it register for sale below, promptly use its best efforts to effect such registration under the Securities Act, in the manner specified in your Registration Notice, all or any portion Act of the Option Registrable Shares that have which the Company has been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase so requested to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exerciseregister.
(b) Promptly following receipt of your Registration NoticeAnything contained in Section 2(a) to the contrary notwithstanding, the Company shall commence not be obligated to prepare and, unless it elects effect pursuant to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f2(a) below, shall file a any registration statement under the Securities Act for except in accordance with the sale of following provisions:
(i) the Option Shares specified in such Registration Notice (less any shares Company shall not be obligated to be purchased pursuant to Section 10(f) below) and shall use its best efforts to file and cause such registration statement to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and remain not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in effect for a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Required Effective Period for public sale Company may include in accordance with the method of disposition specified by you, such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be that the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose inclusion of all of the shares Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration statement assuming would interfere with the sale in each three-month period successful marketing (including pricing) of all such securities, then the maximum number of shares permitted Registrable Shares, Primary Shares and Other Shares proposed to be sold under the limitations of Section 14 of this Agreement. If included in such method of disposition registration shall be an underwritten public offeringincluded in the following order:
(A) first, the Company may designate Registrable Shares held by the managing underwriter Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending Purchaser at the time of such registration;
(B) second, the Registration Notice is givenPrimary Shares; and
(C) third, or are the Other Shares.
(c) A requested registration under active consideration this Section 2 may be rescinded prior to such registration being declared effective by the Company, Commission by written notice to the Company may elect from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, Section 2 for purposes of Section 2 and 7(dsubclause (A) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of clause (i) of subsection (b) above if the Company under this Section 10 shall be deemed satisfied only when a have been reimbursed (pro rata by the Purchasers requesting registration statement covering or in such other proportion as they may agree) for all Option Shares specified in your Registration Notice and not purchased out-of-pocket expenses incurred by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all in connection with such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterrescinded registration.
Appears in 3 contracts
Samples: Registration Rights Agreement (Chase Venture Capital Associates L P), Securities Purchase Agreement (Gentle Dental Service Corp), Registration Rights Agreement (Donaldson Lufkin & Jenrette Inc /Ny/)
Required Registration. (a) At any time you may by notice Not before 180 days following the final Closing date but prior to 190 days following the Company final Closing date (the "Registration NoticeFiling Period") request the Company shall file with the Commission a Registration Statement on appropriate form for the purpose of registering for public resale the Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held by a Holder. The Company shall use its good faith best efforts to ensure that it register for sale under the Registration Statement is declared effective within 120 days of the filing date. In the event that the registration statement covering all of the Registrable Securities Act, is not filed within the Filing Period then Subscriber shall be entitled to liquidated damages equal to 1% of the Subscriber's original subscription amount in the manner specified Offering for each 30 day period (or pro rata amount of each 30 day period). The amount of damages may be paid by the Company in your Registration Notice, all cash or any portion in additional shares of Common Stock (the number of shares to be based upon the final subscription price of the Option Shares that have been purchased, or Common Stock in the Offering). The Company will be purchased on or before agree to take all actions as are necessary to keep the Registration Statement effective date of such registration statement, or, provided that deferral until the later of: (i) the third anniversary of the first date of purchase to that no Warrants remain unexercised or unexpired or (ii) the closing date of sale of such shares in the manner contemplated on which all Registrable Securities purchased by the proposed registration will not disqualify the offering from registration on Form S-3 (Subscriber or held by a Holder may be sold without any successor to such form)restriction, then on such closing date under Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 (such exercise.
(b) Promptly following receipt period, the "Effectiveness Period"). The Company shall bear all expenses of your the Registration NoticeStatement, including fees and expenses of its counsel and accountants and any blue sky filing fees. Further, the Company shall commence pay the firm of Ellenoff Grossman & Schole, as counsel to prepare andthe Placement Agent, unless it elects up to purchase all $00,000 for review of the Option Shares specified Registration Statement. The Company shall also pay all expenses of its counsel and transfer agent for any "144 opinions" or other opinions which are required in connection with any transfers of Securities made by such Registration Notice through the procedures specified in Section 10(f) belowparties under Rule 144 or any other applicable sale or transfer (including, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased without limitation, sales made pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Formprospectus delivery). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorter.
Appears in 3 contracts
Samples: Subscription Agreement (Ir Biosciences Holdings Inc), Subscription Agreement (Ir Biosciences Holdings Inc), Subscription Agreement (Ir Biosciences Holdings Inc)
Required Registration. (a) At Subject to the provisions of this Section 15, at any time you after the exercise in full of all of the Warrants, the holders of not less than eighty percent (80%) of the Warrant Stock may by notice make a written request to the Company requesting that the Company register the Warrant Stock with the Securities and Exchange Commission (the "Registration NoticeCommission") request that it register for sale under the Securities ActAct and effect the registration or qualification or filing for exemption under the Act and applicable state law of such Warrant Stock, and the Company shall promptly give written notice to each holder of Warrant Stock of a proposed registration or qualification or filing for exemption and shall, subject to the further conditions of this Section 15, as expeditiously as possible, endeavor, in the manner specified in your Registration Noticegood faith, to use its best efforts to effect any such registration or qualification or filing for exemption for all or any portion of the Option Shares that Warrant Stock owned by the holders thereof who shall have been purchased, or will be purchased on or before advised the effective date Company in writing within 30 days after the giving of such registration statementwritten notice by the Company of their desire to have their Warrant Stock registered or qualified or exempted, orand the Company will keep effective such registration, provided that deferral qualification, exemption, notification or approval for such period, not to exceed nine months, as may be necessary to effect sales or disposition of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exerciseWarrant Stock.
(b) Promptly following receipt of your Registration Notice, the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, provided, however, that the The Company shall not be required to register, qualify, file a "shelf" registration except on Form S-3 (or effect any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offeringregistration, the period required to dispose of all qualification or exemption of the shares included in such registration statement assuming Warrant Stock pursuant to subparagraph (a) above:
(1) at any time after the sale in each three-month period fifth anniversary of the maximum number Closing Date;
(2) on more than one occasion;
(3) as to Warrant Stock sold or otherwise disposed of shares permitted in any manner to be sold under a person which, by virtue of the limitations of Section 14 terms of this Agreement. , is not entitled to the rights provided by this Section 15; or
(4) as to Warrant Stock eligible for sale pursuant to Rule 144 under the Act, or any similar rule that may hereafter be adopted.
(c) If such method at any time or from time to time during the effectiveness of disposition shall be an underwritten public offeringa registration statement filed pursuant to subparagraph (a) above (the "Registration Statement"), the Company may designate is engaged in or proposes to engage in (i) a registered public offering of securities of the managing underwriter of such offering. IfCompany or (ii) any other activity which, in the good faith opinion determination of the Board of Directors of the Company, would be adversely affected by offers or sales of the Warrant Stock pursuant to the Registration Statement to the detriment of the Company, then the holders of the Warrant Stock shall, upon the written request of the Company, cease making offers and sales of the Warrant Stock pursuant to the Registration Statement (including sales pursuant to Rule 144 under the Act) for the period of time specified by the Company, which period shall not (i) in the case of a registered public offering, exceed the period beginning ten days prior to the effective date of the registration would materially interfere statement relating to such offering and ending 180 days after such effective date, and (ii) in case of any other activity, exceed the period beginning ten days prior to, and ending 180 days after, the date of commencement of such other activity. Each holder of Warrant Stock agrees to enter into such further agreements with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any underwriter of its subsidiaries are pending at securities of the Company deemed necessary by the Company or any such underwriter to carry out the purposes of this subparagraph (c). The period of time that the Company is obligated to maintain the effectiveness of the Registration Notice is givenStatement hereunder shall be tolled during the period holders of the Warrant Stock must cease making offers and sales of the Warrant Stock pursuant to the Company's request under this subparagraph (c).
(d) In connection with the registration of the Warrant Stock pursuant to this Section 15, each holder of the Warrant Stock whose shares are bemg registered shall furnish the Company with information concerning such holder and the proposed sale or distribution as shall be required for use in the preparation of the Registration Statement and related applications. The Company shall not be required to use its best efforts to register, or are maintain the effectiveness of any registration of, Warrant Stock under active consideration the Act or the securities or blue sky laws of any states unless and until the holder of such Warrant Stock furnishes to the Company such information regarding such holder and its Warrant Stock and the intended method of disposition of such Warrant Stock as the Company may reasonably request in order to satisfy the requirements applicable to such registration.
(e) Notwithstanding anything to the contrary in subparagraphs (a) or (b) of this Section 15, the Company shall in no event be obligated to qualify to do business in any jurisdiction where it is not so qualified or to take any action that would subject it to taxation or to service of process in any state where it is not otherwise subject to such taxation or service of process.
(f) All expenses, disbursements and fees (including, without limitation, fees and expenses of counsel, auditing fees, printing expenses, registration and filing fees and blue sky fees and expenses, but excluding any underwriting discounts or commissions) incurred in connection with the registration by the Company of any shares for any holder of the Warrant Stock under subparagraph (a) above shall be borne by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty .
(120g) days from the date on which the Registration Notice was given, as in the good faith judgment The rights and obligations of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company Warrantholders under this Section 10 shall 15 may not be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by assigned or transferred to any person without the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution prior written consent of the Option Shares covered thereby is completed, whichever is shorterCompany.
Appears in 2 contracts
Samples: Warrant Purchase Agreement (Parallel Petroleum Corp), Warrant Purchase Agreement (Parallel Petroleum Corp)
Required Registration. If on any one occasion after the first annual anniversary of the Effective Date and before the fifth annual anniversary of the Effective Date, one or more of the Holders holding at least sixty percent (a60%) At any time you may of the Registrable Securities then held by notice to all of the Holders shall notify the Company (the "Registration Notice") request in writing that it register he or they intend to offer or cause to be offered for public sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, his or will be purchased on or before the effective date their Registrable Securities having an aggregate proposed offering price of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Noticeless than $750,000.00, the Company shall commence to prepare and, unless it elects to purchase will notify all of the Option Shares specified in Holders of Registrable Securities who would be entitled to notice of a proposed registration under paragraph 7(a) above of its receipt of such Registration Notice through notification from such Holder or Holders. Upon the procedures specified in Section 10(f) below, shall file a registration statement under written request of any such Holder delivered to the Securities Act for Company within 15 days after delivery by the sale Company of the Option Shares specified in such Registration Notice (less any shares to be purchased notification pursuant to Section 10(f) below) and shall 10 hereof, the Company will use its best efforts to cause such registration statement of the Registrable Securities as may be requested by any Holders (including the Holder or Holders giving the initial notice of intent to become effective and remain in effect for register hereunder) to be registered under the Required Effective Period for public sale Securities Act in accordance with the method terms of disposition specified this paragraph 7(b), which registration may be under any form of registration statement eligible for use by youthe Company for such purpose. All expenses of such registration and offering shall be borne by the Company, except the reasonable fees and expenses of counsel for the Holders and selling discounts and commissions, if any. If the Company shall furnish to the Holders requesting a registration statement under this 7(b) a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors, it would not be in the best interests of the Company and its stockholders generally for such registration statement to be filed, the Company shall have the right to defer such filing for a period of not more than 90 days after the receipt of the request for registration; provided, however, that the Company may not utilize this right to defer more than once in any twelve-month period. The Company shall not be required to cause a registration statement requested pursuant to this paragraph 7(b) to become effective prior to 90 days following the effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the Company shall not be required use its best efforts to file a "shelf" registration except on Form S-3 (or any successor to achieve such Form). The "Required Effective Period" shall be the greater of (A) the 180effectiveness promptly following such 90-day period following if the request pursuant to this paragraph 7(b) has been made prior to the expiration of such 90-day period. If so requested by any Holder in connection with a registration under this paragraph, the Company shall take such steps as are required to register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415, and also take such steps as are required to keep any registration effective until the earlier of (i) all of such Holder's Registrable Securities registered thereunder are sold, (ii) the Registration Securities are eligible for sale pursuant to Rule 144, or (iii) nine months from the effective date of the Registration Statement covering such registerable securities. The obligation of the Company hereunder shall be deemed satisfied only when a registration statement; and (B) unless statement covering all shares of Registrable Securities specified in notices received as aforesaid shall have become effective and, if the proposed plan method of distribution involves disposition is a firm commitment underwritten public offering, all such shares have been sold pursuant thereto. In connection with such a firm commitment underwriting, the period required Company shall have the right to dispose include in the registration statement therefor shares of all Common Stock to be offered and sold for the account of the shares included in Company; provided, however, that no Registrable Shares shall be excluded from such registration statement assuming the sale in each three-month period and underwriting by reason of the maximum number inclusion of shares permitted to be sold under any securities for the limitations of Section 14 of this AgreementCompany's account. If such the method of disposition shall be is an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion subject to approval of the Board holders of Directors a majority of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares Registrable Securities to be registered are to be acquired on exercise of this Option following the date of sold in such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares which approval shall have been sold pursuant thereto; not be unreasonably withheld or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterdelayed.
Appears in 2 contracts
Samples: Underwriter's Unit Purchase Warrant (Pacific Biometrics Inc), Warrant Agreement (Pacific Biometrics Inc)
Required Registration. (a) At If at any time you may from and after the expiration of the Standstill Period, Gaiam shall be requested by notice Revolution Living to effect the Company (the "Registration Notice") request that it register for sale registration under the Securities ActAct of Registrable Shares having an aggregate gross offering price (before underwriters discounts and commissions) of at least $10,000,000, Revolution Living shall promptly give written notice to Gaiam of its requirement to so register such Registrable Shares (which notice shall specify the number of Registrable Shares proposed to be included in such registration and the manner specified in your Registration Noticeintended method of distribution, all or any portion but which may not be pursuant to a shelf registration), Gaiam shall, subject to Section 6.1(b) below, promptly use its best efforts to effect such registration on an appropriate form, under the Securities Act of the Option Registrable Shares that have which Gaiam has been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase so requested to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exerciseregister.
(b) Promptly following receipt of your Registration Notice, the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified Anything contained in Section 10(f6.1(a) belowto the contrary notwithstanding, Gaiam shall file a not be obligated to effect pursuant to Section 6.1(a) any registration statement under the Securities Act for except in accordance with the sale of the Option Shares specified in such Registration Notice following provisions:
(less any shares i) Gaiam shall not be obligated to be purchased pursuant to Section 10(f) below) and shall use its best efforts to file and cause such registration statement to become effective and remain in effect for (A) more than two (2) Registration Statements initiated pursuant to Section 6.1(a), (B) any Registration Statement during the Required Effective Period for public sale in accordance period starting with the method date 60 days prior to Gaiam’s good faith estimate of disposition specified by youthe date of filing of, and ending on the date 180 days after the effective date of, any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which Primary Shares are to be or were sold; provided, however, that in the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater case of (A) the 180-day period following the effective date of such registration statement; and clause (B) unless Gaiam is actively employing in good faith all reasonable efforts to cause such Registration Statement to become effective and the proposed plan of distribution involves a firm commitment underwritten public offering, Investors were offered the period required right to dispose of all of have the shares Registrable Shares included in such registration statement assuming the sale pursuant to Section 6.2 below, or (C) more than one Registration Statement pursuant to Section 6.1(a) in each threeany consecutive twelve-month period;
(ii) Gaiam may delay the filing or effectiveness of any Registration Statement for a period of up to 120 days after the maximum number date of shares permitted a request for registration pursuant to be sold under Section 6.1(a) if at the limitations time of such request Gaiam is engaged in a Material Transaction; provided, however, that Gaiam may only so delay the filing or effectiveness of a registration statement pursuant to this Section 14 of this Agreement. If 6.1(b)(ii) on one occasion during any twelve-month period; and
(iii) with respect to any registration pursuant to Section 6.1(a), Gaiam may include in such method of disposition shall be an underwritten public offeringregistration any Primary Shares or Other Shares; provided, the Company may designate however, that if the managing underwriter advises Gaiam that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such offering. Ifregistration would interfere with the successful marketing (including pricing) of all such Securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the good faith opinion following order:
(A) first, the Registrable Shares held by Revolution Living requested by Revolution Living to be included in such registration pursuant to Section 6.1(a);
(B) second, the Primary Shares and the Other Shares, as determined by Gaiam and the holders of the Board of Directors of the Company, Other Shares.
(c) A requested registration would materially interfere with pre-existing contractual obligations under Section 6.1(a) may be rescinded prior to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration such registration being declared effective by the CompanyCommission by written notice to Gaiam from Revolution Living; provided, the Company may elect however, that such rescinded registration shall not count as a registration initiated pursuant to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, Section 6.1 for purposes of Section 2 and 7(dsubclause (A) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(fclause (i) below shall have become effective and, of subsection (Xb) above if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares (x) Gaiam shall have been sold pursuant thereto; reimbursed for all out-of-pocket expenses incurred by Gaiam in connection with such rescinded registration, provided that each registration
(1) Revolution Living reasonably believed that the registration statement contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein not misleading, (Y2) if it is not notified Gaiam of such an offering, fact and requested that Gaiam correct such alleged misstatement or omission and (3) Gaiam has remained in effect for the Required Effective Period specified herein refused to correct such alleged misstatement or until the distribution of the Option Shares covered thereby is completed, whichever is shorteromission.
Appears in 2 contracts
Samples: Shareholder Agreement (Revolution Living LLC), Shareholders Agreement (Gaiam Inc)
Required Registration. On or prior to the Filing Date the Company shall prepare and file with the Commission a Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (aexcept if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) At the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any time you may restriction pursuant to Rule 144(k) as determined by notice the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If an additional Registration Notice") request that it register for sale under Statement is required to be filed because the Securities Act, actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered in the manner specified in your Registration Notice, all or any portion respect of the Option Conversion Shares that have been purchased, or will be purchased and the Warrant Shares based upon the computation on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration NoticeClosing Date, the Company shall commence have twenty (20) Business Days to prepare andfile such additional Registration Statement, unless it elects to purchase all of and the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and Company shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted additional Registration Statement to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration declared effective by the CompanyCommission as soon as possible, the Company may elect to defer registration for such period of time, but in no event in excess of one hundred twenty later than thirty (12030) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterafter filing.
Appears in 2 contracts
Samples: Registration Rights Agreement (Go Online Networks Corp /De/), Registration Rights Agreement (Internet Golf Association Inc)
Required Registration. (a) At any time you may following one hundred eighty (180) days after the date of this Agreement, the holders of Registrable Securities who hold and propose to sell Registrable Securities with an aggregate value of at least $500,000 shall have the right to require the Company to register under the Securities Act on Form S-3 or other comparable or successor form such shares by delivering written notice thereof to the Company. All such registrations shall be non-underwritten. For so long as the Company (may be obligated to effect a registration statement pursuant to this Section 7.01, the "Registration Notice") request that it register for sale Company shall use its reasonable best efforts to be and remain eligible to use Form S-3 or other appropriate comparable or successor form under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the The Company shall commence be obligated to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the register Registrable Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to this Section 10(f) below) and shall use its best efforts to cause such registration statement to become effective and remain 7.01 on not more than one occasion during any twelve-month rolling period, or on more than two occasions in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, aggregate; provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified shares of Registrable Securities requested to be included in your Registration Notice and not purchased such registration statement by the Company pursuant to Section 10(f) below holders thereof, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective andor if the holders participating in the registration withdraw from the registration; provided, further, that if such registration statement has become effective but the contemplated public offering is withdrawn prior to the completion thereof, or if holders participating in the registration withdraw, causing the requirements of this Section not to be met, because of material adverse developments affecting the Company that were not known to the participating holders prior to such effectiveness, then such registration shall not count as one of the registrations hereunder.
(Xc) if The Company shall be entitled to include in any registration statement referred to in this Section 7.01, for sale in accordance with the method of disposition you specify is a firm commitment underwritten public offeringspecified by requesting holders, all such Option Shares shall have been shares of Common Stock to be sold pursuant thereto; by the Company for its own account or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution account of other security holders of the Option Shares covered thereby is completedCompany, whichever is shorterbut only to the extent that such inclusion will not adversely affect the offering for the account of the holders of Registrable Securities.
Appears in 2 contracts
Samples: Common Stock and Warrant Purchase Agreement (Discovery Laboratories Inc /De/), Common Stock and Warrant Purchase Agreement (Discovery Laboratories Inc /De/)
Required Registration. (a) At If, at any time you may following the third-year anniversary of the date hereof, the Company shall be requested in writing (an “Initiating Request”) by the Registrable Holders to effect the registration under the Securities Act of an offering of Registrable Shares (a “Demand Registration”), then the Company shall, subject to Sections 5.1(b), (c) and (d) below, promptly use its reasonable best efforts to effect a registration under the Securities Act of an offering of all the Registrable Shares that the Company has been requested pursuant to such Initiating Request and in any Inclusion Request (as hereinafter defined) to register for sale in accordance with this Section 5.1(a) and with the method of distribution specified in the Initiating Request. The Company shall promptly give written notice to all Stockholders (a “Registration Request Notice”) of the Company’s requirement to register such offering. The Stockholders shall have 30 days after delivery of a Registration Request Notice to deliver to the Company a request in writing (an “Inclusion Request”) that the "Registration Notice") request that it register for sale under Company include in such registration the Securities Act, number of Registrable Shares of all Stockholders so specified in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exerciseInclusion Request.
(b) Promptly following receipt of your Registration NoticeAnything contained in Sections 5.1(a) to the contrary notwithstanding, the Company shall commence may delay the filing or effectiveness of any Registration Statement for a period of up to prepare and120 days after the date that the Registrable Holders make a Demand Registration, unless it elects if at the time of such Demand Registration: (i) any other registration statement (other than on Form S-4 or Form S-8) pursuant to purchase all which equity Securities of the Option Shares specified Company are to be or were offered and sold has been filed and not withdrawn or has been declared effective within the prior ninety (90) days (180 days in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale case of the Option Shares specified Initial Public Offering); or (ii) the Board determines in good faith that (A) it is in possession of material, non-public information concerning pending or threatened litigation and disclosure of such Registration Notice information would jeopardize such litigation or otherwise materially harm the Company or (less any shares B) a Material Transaction that has not been publicly disclosed is reasonably likely to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, occur; provided, however, that the Company may not utilize this right more than once in any twelve-month period.
(c) With respect to any registration pursuant to Section 5.1(a), the Company may include in such registration any other Registrable Shares, Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would materially adversely affect the offering and sale (including pricing) of all such Securities, then the number of Registrable Shares, Primary Shares, and Other Shares proposed to be included in such registration shall be included in the following order:
(i) first, the Registrable Shares owned by the Stockholders, pro rata based upon the number of Registrable Shares owned by each such Stockholder at the time of such registration;
(ii) second, the Primary Shares; and
(iii) third, the Other Shares.
(d) Subject to paragraphs (f) and (g), the Company shall not be required pursuant to file a "shelf" Section 5.1(a) to effect more than one (1) registration except of an offering of Registrable Shares on Form S-3 S-1.
(or e) If any successor offering pursuant to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution a Demand Registration involves a firm commitment an underwritten public offering, the period required Registrable Holders shall select the managing underwriter or underwriters to dispose administer the offering, which managing underwriters shall be a firm of all nationally recognized standing.
(f) Any Stockholder initiating or requesting the inclusion of Registrable Shares in a Demand Registration may, by written notice to the Company delivered prior to the effectiveness of the shares Registration Statement, withdraw its request to have its Registrable Shares included in such registration statement assuming Demand Registration. In the sale event that either: (i) the conditions to closing specified in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations underwriting agreement to which the Company is a party with respect to a Demand Registration are not satisfied or waived; or (ii) any Registration Statement filed pursuant to this Section 5.1(a) is not declared effective for any reason, then subject in each such case such registration shall not be deemed a Demand Registration for purposes of this Section 5.1(a).
(g) The Registrable Holders that own a majority of the Registrable Shares requested to be included in a Registration Statement pursuant to this Section 5.1(a) shall have the right to terminate or financing arrangements or other material transactions involving withdraw any registration initiated pursuant to this Section 5.1(a) by written notice to the Company or any of its subsidiaries are pending at delivered prior to the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date effectiveness of such Registration Notice, the date on which the Option was exercised shall, Statement and such withdrawn registration shall not be deemed a Demand Registration for purposes of this Section 2 and 7(d5.1(a) hereof, be deemed to be if such Registrable Holders within 30 days after the date on which the Registration Notice was given. The obligation delivery of such written notice fully reimburse the Company under this Section 10 shall be deemed satisfied only when a registration statement covering for all Option Shares specified in your Registration Notice costs, fees and not purchased expenses incurred by the Company pursuant to Section 10(f(including legal fees) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all in connection with such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorter.withdrawn registration..
Appears in 2 contracts
Samples: Stockholders’ Agreement (Pliant Corp), Stockholders’ Agreement (Pliant Corp)
Required Registration. (aa. In accordance with the Settlement Agreement the Company shall have filed to register the resale of the Restricted Shares and the Warrant Shares. For purposes of this Section 2 and Section 3, 4, 11(a) At any time you may and 11(d), the term “Restricted Stock” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Stock upon conversion of all such Preferred Stock held by notice such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock. Notwithstanding anything to the contrary contained herein, the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchasedshall not be obligated to effect, or will be purchased on or before the effective date of to take any action to effect, any such registration statement, or, provided that deferral pursuant to this Section 2: i. during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of purchase to filing of, and ending on a date one hundred twenty (120) days after the closing effective date of sale of such shares of, a Company-initiated registration (but in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 any event no greater than three hundred sixty (or any successor to such form360) days after a request is made under this Section 4), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, ; provided that the Company shall commence to prepare and, unless it elects to purchase is actively employing in good faith all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best reasonable efforts to cause such registration statement to become effective effective; or
ii. if in the good faith judgment of the Board of Directors of the Company, such registration would be seriously detrimental to the Company and remain the Board of Directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement at such time, in effect which case the Company shall furnish to such holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company for such registration statement to be filed in the Required Effective Period near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of the requesting holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any eighteen-month period.
b. Following receipt of any notice under this Section 2, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified by you, provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to in such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offeringnotice from requesting holders, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under of Restricted Stock specified in such notice (and in all notices received by the limitations Company from other holders within 30 days after the giving of Section 14 of this Agreementsuch notice by the Company). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering. If, in subject to the good faith opinion of the Board of Directors approval of the Company, registration would materially interfere with pre-existing contractual obligations which approval shall not be unreasonably withhold or delayed. The Company shall be obligated to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect register Restricted Stock pursuant to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereofon one occasion only, be deemed to be the date on which the Registration Notice was given. The provided, however, that such obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares shares of Restricted Stock specified in your Registration Notice notices received and not purchased rescinded as aforesaid, for sale in accordance with the method of disposition specified by the Company pursuant to Section 10(f) below requesting holders, shall have become effective and, (X) if the such method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shares shall have been sold pursuant thereto; .
c. The Company and any other holders of Common Stock which the Company shall permit to participate shall be entitled to include in any registration statement referred to in this Section 2, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company or such other holders for their own account, except as and to the extent that, in the opinion of the managing underwriter (Y) if it is such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not such an offeringfile with the Commission any other registration statement with respect to its Common Stock, has remained in effect whether for its own account or that of other stockholders, from the Required Effective Period specified herein or date of receipt of a notice from requesting holders pursuant to this Section 2 until the completion of the period of distribution of the Option Shares covered thereby is completed, whichever is shorterregistration contemplated thereby.
Appears in 2 contracts
Samples: Registration Rights Agreement (Speedemissions Inc), Registration Rights Agreement (Speedemissions Inc)
Required Registration. (a) At any time you after February 7, 2001, the Holder may by notice to request that the Company (register the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, resale by him of all or any portion of the Option Registerable Stock (such request a "Demand Request"). The Demand Request shall specify the number of Shares that have been purchased, or will be purchased on or before the effective date of Registerable Stock as to which such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in Demand Request relates and the manner contemplated in which the Stockholder proposes to sell such Registerable Stock, including, if applicable, the name of any underwriters to be employed by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to Stockholder in connection with such form), then on sale. If such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration NoticeDemand Request is made, the Company shall commence to prepare and, unless it elects to purchase all will cause the resale of the Option Shares Registerable Stock specified in the Demand Request to be registered on such Registration Notice through the procedures specified in Section 10(f) below, shall file a form of registration statement under the Securities Act for as is appropriate to allow the sale resale of such Registerable Stock in the manner specified in the Demand Request. Notwithstanding anything herein to the contrary, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1 after the Company has effected two (2) registrations (meaning that the registration statements relating thereto have been declared effective by the Commission) at the request of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by youHolder, provided, however, that if the Company shall not Holder requests that such registration be required to file accomplished through the filing and effectiveness of a "shelf" registration except statement on Form S-3 (or any successor such other form of registration statement then available for registering the resale of the Registerable Stock under the Securities Act that permits significant incorporation by reference of the Company's subsequent periodic reports filed with the Commission pursuant to such Formthe Exchange Act). The "Required Effective Period" , the Company shall be obligated to effect the greater of registration so requested unless (Ai) the 180-day proposed offering of the Registerable Stock does not then qualify for registration on Form S-3, or (ii) the Company has already effected the two (2) registrations (whether on Form S-3 or otherwise) at the request of the Holder during the twelve (12) month period following preceding the effective date of such request. The Company may delay the filing of any registration statement; and statement pursuant to this Section 2.1 for up to three (B3) unless months after the proposed plan of distribution involves a firm commitment underwritten public offering, original request for registration if (i) the period required to dispose of all filing of the shares included in such registration statement assuming would cause the sale in each three-month period Company to disclose information which would not have to be disclosed at such time absent the filing of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of statement and the Board of Directors of the Company is necessary determines in order to preclude adverse impact upon such financing or other transaction. In good faith that the event disclosure of such deferralinformation would be materially adverse to the Company, if or (ii) the shares to be registered are to be acquired on exercise of this Option following delay in filing the date of such Registration Notice, registration statement would eliminate the date on which the Option was exercised shall, need for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a to file the registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterutilizing interim financial statements.
Appears in 2 contracts
Samples: Registration Rights Agreement (Perino Anthony), Registration Rights Agreement (Lexon Technologies Inc)
Required Registration. (a) At any time you after the date that is six (6) months after the closing of the Company’s first underwritten public offering of its Common Stock under the Securities Act (“IPO”), any Investor may by notice to request that the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, Act all or any portion of the Option Shares that have been purchased, shares of Registrable Securities held by such requesting holder or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of holders for sale of such shares in the manner contemplated by specified in such notice; provided, however, that the proposed anticipated gross proceeds of any offering and registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercisethis Section 6.3 shall be at least $10,000,000.
(b) Promptly following Following receipt of your Registration Noticeany notice under this Section 6.3, the Company shall commence immediately notify all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to prepare and, unless it elects request the Company to purchase include in the requested registration all or any portion of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale their shares of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and Registrable Securities. The Company shall use its best efforts to cause such registration statement to become effective and remain in effect for register under the Required Effective Period Securities Act, for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, the number of shares of Registrable Securities specified in such notice (and in all notices received by youthe Company from other holders within thirty (30) days after the receipt of such notice by such holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 6.3 on two (2) occasions only, providedand not more than once in any consecutive twelve (12) month period. Notwithstanding anything to the contrary contained herein, however, that the Company shall not be required to file effect a "shelf" registration except pursuant to this Section 6.3 during the period commencing sixty (60) days prior to the estimated filing date of, and ending on Form S-3 the date which is one hundred twenty (or any successor to such Form). The "Required Effective Period" shall be the greater of (A120) the 180-day period following days after the effective date of such a registration statement; and (B) unless statement filed by the proposed plan of distribution involves a firm commitment Company covering an underwritten public offeringoffering of the Common Stock under the Securities Act; provided that, the period required Company is actively employing in good faith reasonable efforts to dispose of all of the shares included in cause such registration statement assuming the sale in each three-month period to become effective and such estimate of the maximum number filing date is made in good faith.
(c) If the holder intends to distribute the Registrable Securities covered by its request by means of shares permitted an underwriting, it shall so advise the Company as a part of their request made pursuant to this Section 6.3 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 6.3 shall be sold under conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the limitations of Section 14 of this AgreementINVESTOR RIGHTS AGREEMENT underwriting. If such method of disposition shall be is an underwritten public offering, the Company may holder shall designate the managing underwriter of such offering, which underwriter shall be reasonably acceptable to the Company. IfA holder may elect to include in such underwriting all or a part of the Registrable Securities it holds, subject to the limitations required by the managing underwriter as provided for in Section 6.3(d) below.
(d) Without the prior written consent of the Investors, the Company will not include in any registration under this Section 6.3 any securities other than (a) Registrable Securities, (b) shares of stock pursuant to Section 6.4 hereof, and (c) securities to be registered for offering and sale on behalf of the Company. If the managing underwriter(s) advise the Company in writing that in their opinion the number of shares of Registrable Securities and, if permitted hereunder, other securities in such offering, exceeds the number of shares of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Investor, the Company will include in such registration, prior to the inclusion of any securities which are not shares of Registrable Securities, the number of shares of Registrable Securities requested to be included that in the good faith opinion of such underwriters can be sold in an orderly manner within the Board price range of Directors such offering, subject to the following order of priority: (A) first, the securities requested to be included therein by the Investors, pro rata among the Investors on the basis of the number of shares of stock requested to be included in such registration; and (B) second, any other securities requested to be included in such registration by other Stockholders of the Company, registration would materially interfere with pre-existing contractual obligations pro rata among such stockholders on the basis of the number of shares of Stock requested to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Companybe included in such registration; and (C) third, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares securities to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation behalf of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterCompany.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (BATS Global Markets, Inc.)
Required Registration. (a) At any time you may by notice Subject to the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such formSection 2(b), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, if the Company shall commence be requested by a Holdings Shareholder Majority at any time to prepare and, unless it elects to purchase all of effect the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for of Registrable Shares, the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and Company shall use its best efforts to cause promptly effect the registration under the Securities Act of the Registrable Shares which the Company has been so requested to register (as well as any other Registrable Shares requested to be registered by any other Shareholder who was previously a member of Holdings, following notice of such registration statement request by a Holdings Shareholder Majority). The number of requests permitted pursuant to become effective and remain this Section 2(a) shall be unlimited.
(b) Anything contained in effect for Section 2(a) to the Required Effective Period for public sale in accordance with the method of disposition specified by youcontrary notwithstanding, provided, however, that the Company shall not be required obligated to effect any registration under the Securities Act pursuant to Section 2(a) except in accordance with the following provisions:
(i) with respect to any registration pursuant to this Section 2, the Company may include in such registration any Primary Shares or Other Shares; provided, however, that, if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would materially interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, all Registrable Shares requested to be included in such registration by the Shareholders who requested such registration pursuant to Section 2(a), pro rata among such requesting Shareholders based on the number of Registrable Shares requested by each such requesting Shareholder to be so registered;
(B) second, all Registrable Shares requested to be included in such registration by the other Shareholders who requested the inclusion of their Registrable Shares in such registration pursuant to Section 3, pro rata among all such Shareholders based on the number of Registrable Shares requested by each such Shareholder to be so registered;
(C) third, the Primary Shares; and
(D) fourth, the Other Shares;
(ii) at any time before the Registration Statement covering Registrable Shares becomes effective, the Shareholder or group of Shareholders which requested such registration pursuant to Section 2(a) may request that the Company withdraw or not file the Registration Statement; and
(iii) the Company may, at its sole option, elect to satisfy a "shelf" registration except request for a Registration pursuant to Section 2(a) on Form S-2 or Form S-3 promulgated under the Securities Act (or any successor forms thereto), if use of any such forms are then available to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statementCompany; and (B) unless provided that, if the proposed plan of distribution registration pursuant to Section 2(a) involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of shall include in such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration statement such additional information as reasonably requested by the Company, the Company may elect to defer registration for requesting Shareholders and/or such period of time, in no event in excess of one hundred twenty underwriter (120) days from the date on which the Registration Notice was givenwhether or not such information is required by Form S-2 or S-3, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterapplicable).
Appears in 2 contracts
Samples: Registration Rights Agreement (Greenfield Online Inc), Stock Purchase and Redemption Agreement (Greenfield Online Inc)
Required Registration. (a) At any time you may by notice to Within ninety (90) days after the Closing date, the Company shall prepare and file with the Commission the Registration Statement covering the Shares pursuant to Rule 415. The Registration Statement required to be filed under this Agreement shall be filed on Form S-1 (the "Registration Notice") request that it register for sale or such other form permissible under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the The Company shall commence use commercially reasonable efforts to prepare and, unless it elects to purchase all of cause the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares Statement required to be purchased pursuant filed under this Agreement to Section 10(fbe declared effective by the SEC within one hundred and eighty (180) below) days after Closing date, and shall use its best commercially reasonable efforts to cause such keep each the Registration Statement continuously effective.
(c) The Company shall be entitled to include in any registration statement referred to become effective and remain in effect this Section 4, for the Required Effective Period for public sale in accordance with the method of disposition specified by youthe requesting holders, provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater shares of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted Common Stock to be sold under by the limitations Company for its own account, except as and to the extent that, in the opinion of Section 14 of this Agreement. If the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registrable Securities to be sold. Except for registration statements on Form X-0, X-0 or any successor thereto, the Company may designate will not file with the managing underwriter Commission any other registration statement with respect to its Common Stock, whether for its own account or that of such offering. Ifother stockholders, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which of receipt of a notice from requesting holders pursuant to this Section 4 until the Registration Notice was given, as in the good faith judgment completion of the Board period of Directors distribution of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, contemplated thereby (X) if the method of disposition you specify is a firm commitment an underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution registration statement becomes effective (if the Registration Statement is filed under Rule 415 of the Option Securities Act).
(d) If the Registration Statement is not declared effective by the Commission within one hundred and eighty (180) days after Closing date, the Company shall pay to each Investor an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate Investment Amount paid by such Investor for Shares covered thereby is completed, whichever is shorterpursuant to the Securities Purchase Agreement. 5.
Appears in 2 contracts
Samples: Registration Rights Agreement (China Power Technology, Inc.), Registration Rights Agreement (China Power Technology, Inc.)
Required Registration. (a) At any time you may by notice to If the Company shall receive a written request therefor from either (i) the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all holder or any portion holders of at least 40% of the Option Shares that have been purchased, New Registrable Securities or will be purchased on (ii) the holder or before the effective date holders of such registration statement, or, provided that deferral at least 67% of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration NoticeOld Registrable Securities, the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall and file a registration statement under the Securities Act for covering the sale Registrable Securities which are the subject of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) request and shall use its best all commercially reasonable efforts to cause such registration statement to become effective. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other holders of New Registrable Securities or Old Registrable Securities (whichever shall have initiated such registration) that such registration is to be effected. The Company shall include in such registration statement such New Registrable Securities or Old Registrable Securities (whichever shall have initiated such registration) for which it has received written requests to register by such other holders within 30 days after the delivery of the Company's written notice to such other holders.
(b) The Company's obligation to register New Registrable Securities and Old Registrable Securities under this Section 1.1 shall, however, be subject to the following limitations: (a) the Company shall be obligated to prepare, file and use its commercially reasonable efforts to cause to become effective pursuant to this Section 1.1 only two registration statements on Form S-1 or any successor form promulgated by the SEC ("Form S-1") at the initiation of holders of New Registrable Securities and remain in effect for only two registration statements on Form S-1 at the Required Effective Period for public sale in accordance with the method initiation of disposition specified by you, holders of Old Registrable Securities (provided, however, that a demand for registration shall not count as a registration under this clause (a) if either (i) the registration statement filed with respect to such registration is not declared effective by the SEC for reasons other than the holders not proceeding with such registration, or (ii) each holder requesting registration of Registrable Securities under this Section 1.1 does not register and sell at least 90% of the Registrable Securities it has requested be registered in such registration for reasons other than its voluntary decision not to do so); (b) if the Company is required to use Form S-1, the Company shall not be required obligated to prepare, file or use its commercially reasonable efforts to cause to become effective a "shelf" registration except on Form S-3 (or any successor statement pursuant to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) this Section 1.1 unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all at least 20% of the shares New Registrable Securities or Old Registrable Securities (whichever shall have initiated such registration) are included in such registration statement assuming and the sale anticipated aggregate offering price to the public of such Registrable Securities to be registered is at least $5,000,000; (c) the Company shall be obligated to prepare, file and use its commercially reasonable efforts to cause to become effective pursuant to this Section 1.1 only two registration statements on Form S-3 or any successor form promulgated by the SEC ("Form S-3") at the initiation of holders of New Registrable Securities and only two registration statements on Form S-3 at the initiation of holders of Old Registrable Securities in each threeany twelve-month period (provided, however, that a demand for registration shall not count as a registration under this clause (c) if either (i) the registration statement filed with respect to such registration is not declared effective by the SEC for reasons other than the holders not proceeding with such registration, or (ii) each holder requesting registration of Registrable Securities under this Section 1.1 does not register and sell at least 90% of the maximum number Registrable Securities it has requested be registered in such registration for reasons other than its voluntary decision not to do so); (d) if the Company meets the requirements for using Form S-3, the Company shall not be obligated to prepare, file or use its commercially reasonable efforts to cause to become effective a registration statement pursuant to this Section 1.1 unless the anticipated aggregate offering price to the public of shares permitted the New Registrable Securities or Old Registrable Securities (whichever shall have initiated such registration) to be sold under registered is at least $500,000; and (e) the limitations Company shall not be obligated to effect any registration pursuant to this Section 1.1 at the initiation of Section 14 holders of the New Registrable Securities prior to the first anniversary of the date of this Agreement. If Notwithstanding anything to the contrary stated in this Section 1.1, in the event the holders of at least 67% of the New Registrable Securities or Old Registrable Securities (whichever shall have initiated such method registration) for which registration has been requested pursuant to this Section 1.1 determine for any reason not to proceed with such registration at any time before a registration statement has been declared effective by the SEC, and such registration statement, if theretofore filed with the SEC, is withdrawn with respect to the Registrable Securities covered thereby, and the holders of disposition such New Registrable Securities or Old Registrable Securities (whichever shall have initiated such registration) agree to bear their own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to the registration of such Registrable Securities, then the holders of such New Registrable Securities or Old Registrable Securities (whichever shall have initiated such registration) shall not be deemed to have exercised their right to require the Company to register Registrable Securities pursuant to this Section 1.1.
(c) Notwithstanding anything to the contrary stated in this Section 1.1, if the Company, within 30 days after any written request for registration is received by it pursuant to this Section 1.1, shall furnish to the holders of the New Registrable Securities or the Old Registrable Securities (whichever shall have initiated such registration) for which registration has been requested under this Section 1.1 a certificate signed by the chief executive officer of the Company stating that the Company, pursuant to an underwritten public offeringaction approved by its Board of Directors, already has a present plan to commence preparation of a registration statement and to file the same within 90 days, the Company may designate shall have the managing underwriter right to defer the preparation and filing of a registration statement pursuant to this Section 1.1 for a period ending not later than 90 days after the date such offering. If, in certificate is so furnished.
(d) Without the good faith opinion written consent of the Board holders of Directors at least 67% of the CompanyNew Registrable Securities or 67% of the Old Registrable Securities (whichever shall have initiated such registration) for which registration has been requested pursuant to this Section 1.1, registration would materially interfere with pre-existing contractual obligations to which neither the Company is then subject or financing arrangements or nor any other material transactions involving the Company or any holder of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, securities of the Company may elect to defer include securities in such registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as if in the good faith judgment of the Board managing underwriter of Directors such public offering the inclusion of such securities would interfere with the successful marketing of the Company New Registrable Securities or Old Registrable Securities (whichever shall have initiated such registration) or require the exclusion of any portion of the New Registrable Securities or Old Registrable Securities (whichever shall have initiated such registration) to be registered.
(e) If an offering covered by a request for registration under this Section 1.1 is underwritten in whole or in part and the managing underwriter of such public offering furnishes a written opinion that the total number of New Registrable Securities or Old Registrable Securities (whichever shall have initiated such registration) proposed to be sold in such offering exceeds the maximum number of New Registrable Securities or Old Registrable Securities (whichever shall have initiated such registration) (as specified in such opinion) which can be marketed at a price reasonably related to the then current market value of such Registrable Securities and without materially and adversely affecting such offering, then the number of New Registrable Securities or Old Registrable Securities (whichever shall have initiated such registration) to be sold by each prospective seller shall be reduced pro rata, to the extent necessary. Those New Registrable Securities or Old Registrable Securities (whichever shall have initiated such registration) which are thus excluded from the underwritten public offering shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to preclude adverse impact upon such financing effect the underwritten public offering.
(f) The Company will not be obligated to cause any registration statement to become effective under this Section 1.1 at any time if, in the good faith judgment of the Company, there is a material development relating to the condition (financial or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(dother) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company that has not been disclosed to the general public and an officer of the Company certifies to the holders of the New Registrable Securities or Old Registrable Securities (whichever shall have initiated such registration) that a resolution has been adopted by the Company's Board of Directors, after consultation with counsel, recognizing such development and concluding that under such circumstances it would be in the Company's best interest not to file such registration statement; provided that the aggregate period of delay under this Section 10 shall be deemed satisfied only 1.1(f), when a registration statement covering all Option Shares specified combined with the aggregate period of any suspension under Section 3 hereof, may not exceed, in your Registration Notice and not purchased by any twelve-month period, more than 90 days unless the Company pursuant to Section 10(f) below holders of at least 67% of the New Registrable Securities or Old Registrable Securities (whichever shall have become effective and, (Xinitiated such registration) if the method for which registration has been requested under this Section 1.1 consent in writing to a longer delay of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such up to an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorteradditional 90 days.
Appears in 2 contracts
Samples: Registration Rights Agreement (Select Comfort Corp), Registration Rights Agreement (St Paul Companies Inc /Mn/)
Required Registration. (ai) At any time you may Not later than January 15, 1998, the Company shall file such amendments to its registration statement on Form S-1 under the Securities Act or file a new registration statement on Form S-1, if required by notice the rules promulgated pursuant to the Securities Act, which registration statement shall be a shelf registration pursuant to Rule 415 of the Securities Act providing for the registration of the Merger Shares for resale. On or after February 5, 1998, the Company (the "Registration Notice") request that it register for sale may convert such registration statement filed pursuant to this Section 2.1 into a registration statement on Form S-3 under the Securities Act, in the manner specified in your Registration Noticeprovided, all or any portion of the Option Shares that have been purchasedhowever, or will be purchased on or before the effective date of such registration statementthat, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated extent permitted by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Noticesecurities laws, the Company shall commence not withdraw the registration statement filed on Form S-1 until the new registration statement is effective (the registration statements on Form S-1 and S-3 are collectively referred to prepare andherein as the "Registration Statement").
(ii) The Company may, unless it elects to purchase all at its option, register additional shares of Common Stock on the Registration Statement (x) on behalf of shareholders of the Option Shares specified Company; or (y) in connection with a primary offering of Common Stock by the Company; provided, however, that the inclusion of such Registration Notice through additional shares will not delay the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale filing of the Option Shares specified in such Registration Notice Statement or limit the Company's obligations to the Shareholders under this Agreement.
(less any shares to be purchased pursuant to Section 10(fiii) below) and The Company shall use its best efforts to cause such registration statement the Registration Statement to become effective as soon as possible, but not later than the earlier of (x) February 20, 1998 and remain in effect for (y) the Required Effective Period for public sale in accordance with date on which the method combined financial results of disposition specified by you, provided, however, that the Company shall not be required and Data Labs are filed pursuant to file a "shelf" registration except on Form S-3 (or any successor to such Form)Section 5.3 of the Merger Agreement. The "Required Effective Period" shall be Company's obligation to maintain the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all effectiveness of the shares included in Registration Statement shall terminate on December 7, 1998, or such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. earlier time as there are no remaining Merger Shares.
(i) If, in after the good faith opinion of Registration Statement becomes effective, the Board of Directors of the Company, in its good faith judgment, determines that any registration of Merger Shares should not be continued because it would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving any underwritten offering by the Company or any material merger or acquisition (which merger or acquisition would be required to be reported pursuant to Item 2 or Item 5 of Form 8-K) (a "Valid Business Reason"), --------------------- the Company may cause the Registration Statement to be withdrawn and its effectiveness terminated, or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists, but in no event for more than one (1) month (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its subsidiaries are pending at the time ------------------- determination to postpone or withdraw the Registration Notice is givenStatement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that (x) the Company shall not be permitted to postpone or are under active consideration withdraw a registration statement within six (6) months after the expiration of any Postponement Period, and (y) the Company must similarly postpone or withdraw all registration statements for the resale of the Company's Common Stock by Persons other than the Company.
(ii) Each Shareholder agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw the Registration Statement pursuant to clause (b)(i) above, such Shareholder will discontinue any disposition of Merger Shares pursuant to the Registration Statement and, if so directed by the Company, will deliver to the Company may elect (at the Company's expense) all copies, other than permanent file copies, then in such Shareholder's possession of the prospectus covering such Merger Shares that was in effect at the time of receipt of such notice.
(iii) If the Company shall give any notice of withdrawal or postponement of the Registration Statement pursuant to defer registration for clause (b)(i) above, the Company shall, at such period of time, time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event in excess of later than one hundred twenty (1201) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following month after the date of such Registration Noticethe postponement or withdrawal), use its best efforts to effect the date on which registration under the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation Securities Act of the Merger Shares. If the Company under this Section 10 shall be deemed satisfied only when have withdrawn or prematurely terminated a registration statement covering all Option filed under Section 2.1 as a result of any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, the Company shall as soon as possible use its best efforts to effect the registration under the Securities Act of Merger Shares specified in your Registration Notice and not purchased covered by the Company pursuant to withdrawn or postponed registration statement in accordance with this Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorter2.1.
Appears in 2 contracts
Samples: Registration Rights Agreement (Yurie Systems Inc), Registration Rights Agreement (Yurie Systems Inc)
Required Registration. (a) At If, at any time you may following the third-year anniversary of the date hereof, the Company shall be requested in writing (an “Initiating Request”) by the Registrable Holders to effect the registration under the Securities Act of an offering of Registrable Shares (a “Demand Registration”), then the Company shall, subject to Sections 5.1(b), (c) and (d) below, promptly use its reasonable best efforts to effect a registration under the Securities Act of an offering of all the Registrable Shares that the Company has been requested pursuant to such Initiating Request and in any Inclusion Request (as hereinafter defined) for sale in accordance with this Section 5.1(a) and with the method of distribution specified in the Initiating Request. The Company shall promptly give written notice to all Stockholders (a “Registration Request Notice”) of the Company’s requirement to register such offering. The Stockholders shall have 30 days after delivery of a Registration Request Notice to deliver to the Company a request in writing (an “Inclusion Request”) that the "Registration Notice") request that it register for sale under Company include in such registration the Securities Act, number of Registrable Shares of all Stockholders so specified in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exerciseInclusion Request.
(b) Promptly following receipt of your Registration NoticeAnything contained in Section 5.1(a) to the contrary notwithstanding, the Company shall commence may delay the filing or effectiveness of any Registration Statement for a period of up to prepare and120 days after the date that the Registrable Holders make an Initiating Request, unless it elects if at the time of such Initiating Request: (i) any other registration statement (other than on Form S-4 or Form S-8) pursuant to purchase all which equity Securities of the Option Shares specified Company are to be or were offered and sold has been filed and not withdrawn or has been declared effective within the prior ninety (90) days (180 days in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale case of the Option Shares specified Initial Public Offering); or (ii) the Board determines in good faith that (A) it is in possession of material, non-public information concerning pending or threatened litigation and disclosure of such Registration Notice information would jeopardize such litigation or otherwise materially harm the Company or (less any shares B) a Material Transaction that has not been publicly disclosed is reasonably likely to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, occur; provided, however, that the Company may not utilize this right more than once in any twelve-month period.
(c) With respect to any registration pursuant to Section 5.1(a), the Company may include in such registration any other Registrable Shares, Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would materially adversely affect the offering and sale (including pricing) of all such Securities, then the number of Registrable Shares, Primary Shares, and Other Shares proposed to be included in such registration shall be included in the following order:
(i) first, the Registrable Shares owned by the Stockholders, pro rata based upon the number of Registrable Shares owned by each such Stockholder at the time of such registration;
(ii) second, the Primary Shares; and
(iii) third, the Other Shares.
(d) Subject to paragraphs (f) and (g), the Company shall not be required pursuant to file a "shelf" Section 5.1(a) to effect more than one (1) registration except of an offering of Registrable Shares on Form S-3 S-1.
(or e) If any successor offering pursuant to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution a Demand Registration involves a firm commitment an underwritten public offering, the period required Registrable Holders shall select the managing underwriter or underwriters to dispose administer the offering, which managing underwriters shall be a firm of all nationally recognized standing.
(f) Any Stockholder initiating or requesting the inclusion of Registrable Shares in a Demand Registration may, by written notice to the Company delivered prior to the effectiveness of the shares Registration Statement, withdraw its request to have its Registrable Shares included in such registration statement assuming Demand Registration. In the sale event that either: (i) the conditions to closing specified in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations underwriting agreement to which the Company is a party with respect to a Demand Registration are not satisfied or waived; or (ii) any Registration Statement filed pursuant to this Section 5.1(a) is not declared effective for any reason, then subject in each such case such registration shall not be deemed a Demand Registration for purposes of this Section 5.1(a).
(g) The Registrable Holders that own a majority of the Registrable Shares requested to be included in a Registration Statement pursuant to this Section 5.1(a) shall have the right to terminate or financing arrangements or other material transactions involving withdraw any registration initiated pursuant to this Section 5.1(a) by written notice to the Company or any of its subsidiaries are pending at delivered prior to the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date effectiveness of such Registration Notice, the date on which the Option was exercised shall, Statement and such withdrawn registration shall not be deemed a Demand Registration for purposes of this Section 2 and 7(d5.1(a) hereof, be deemed to be if such Registrable Holders within 30 days after the date on which the Registration Notice was given. The obligation delivery of such written notice fully reimburse the Company under this Section 10 shall be deemed satisfied only when a registration statement covering for all Option Shares specified in your Registration Notice costs, fees and not purchased expenses incurred by the Company pursuant to Section 10(f(including legal fees) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all in connection with such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterwithdrawn registration.
Appears in 2 contracts
Samples: Stockholders’ Agreement (Pliant Corp), Stockholders' Agreement (Pliant Corpororation)
Required Registration. (a) At any time you may by notice The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission a Registration Statement covering the resale of all of the Registrable Securities (the “Initial Registration Statement”); provided that the Initial Registration Statement shall register for resale at least the number of Common Shares equal to 125% of the sum of (i) the maximum number of Common Shares issuable upon conversion of the Note at the initial conversion price thereof and (ii) the maximum number of Common Shares issuable upon exercise of the Warrant (the “Initial Required Registration Amount”). Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by Holders of a majority of the outstanding Registrable Securities) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company (the "shall cause each Registration Notice") request that it register for sale Statement filed under this Agreement to be declared effective under the Securities ActAct as promptly as possible after the filing thereof, but in any event no later than the manner specified in your applicable Effectiveness Deadline, and shall keep such Registration Notice, Statement continuously effective under the Securities Act until the earlier of (i) the date that all Registrable Securities covered by such Registration Statement no longer constitute Registrable Securities or any portion (ii) the two year anniversary of the Option Shares date of this Agreement (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that have been purchasedthe Company telephonically confirms effectiveness with the Commission, or will which shall be purchased the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on or before the Trading Day after the effective date of such registration statementRegistration Statement, or, provided that deferral of file a final Prospectus with the date of purchase Commission as required by Rule 424. Failure to so notify the closing date of sale Holders within one (1) Trading Day of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (notification of effectiveness or any successor failure to such formfile a final Prospectus as foresaid shall be deemed an Event under Section 2(d), then on such closing date pursuant to such exercise.
(b) Promptly following receipt Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of your Registration Noticethe Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall commence agrees to prepare and, unless it elects to purchase all promptly inform each of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) Holders thereof and shall use its reasonable best efforts to cause file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such registration statement other form available to become effective and remain in effect register for resale the Required Effective Period for public sale in accordance Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with the method of disposition specified by you, respect to filing on Form S-3 or other appropriate form; provided, however, that prior to filing such amendment, the Company shall not be required obligated to file a "shelf" use diligent efforts to advocate with the Commission for the registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included Registrable Securities in such registration statement assuming accordance with the sale in each three-month period of SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 2(b), the provisions of Section 2(d) shall apply with respect to the payment of the Liquidated Damages.
(c) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise (i) directed in writing by a Holder as to its Registrable Securities, or (ii) directed by the Commission as to the limitations or restrictions that it would require, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows:
a. First, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder;
b. Second, the Company shall reduce or eliminate Registrable Securities contemplated by clause (c) of the definition of Registrable Securities (applied, in the case that only some such Registrable Securities may be registered, to the Holders on a pro rata basis based on the total number of such unregistered Registrable Securities held by such Holders); and
c. Third, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that only some such Registrable Securities may be registered, to the Holders on a pro rata basis based on the total number of such unregistered Registrable Securities held by such Holders); and
d. Fourth, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, or determines to file an additional Registration Statement, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, as a result of any cutback of Registrable Securities of the Holders or any Registrable Securities not included in the Initial Registration Statement. In any additional Registration Statement filed because of a cutback in the number of Registrable Securities included in the Initial Registration Statement, all holders of Common Shares included in such additional Registration Statement shall be subject to any additional cutbacks that may be required by the Commission on a pro rata basis.
(d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Deadline, or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) a Registration Statement registering for resale all of the Initial Required Registration Amount is not declared effective by the Commission by the Effectiveness Deadline of the Initial Registration Statement, or (iv) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iii), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iv) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date until the applicable Event is cured, the Company shall pay to Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of (1) 2.00% multiplied by (2) the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for all Registrable Securities that are then not covered by a Registration Statement that is then effective and available for use by such Holder (the “Liquidated Damages”). The parties agree that notwithstanding anything to the contrary herein or in the Purchase Agreement, no liquidated damages shall be payable due to any Holder’s actions that delay or prevent the Company from performing its obligations under this Agreement. The Liquidated Damages shall accrue pursuant to the terms hereof on a daily pro rata basis for any portion of a month prior to the cure of an Event. Further, amounts payable as Liquidated Damages to each Holder hereunder with respect to each share of Registrable Securities shall cease when the Purchaser no longer holds such shares of Registrable Securities. No Event shall be deemed satisfied to occur or continue if such Registration Event is caused by delays which are solely attributable to (i) the failure of a Holder to timely advise the Company of any information regarding such Holder for inclusion in the Registration Statement, but any such failure shall apply only when to that particular Holder, or (ii) the resolution of comments from the Commission pertaining to the Holders. For the purposes of clarity, it is hereby agreed that Liquidated Damages shall not accrue during, and none shall be due as a result of, any period not to exceed (i) five (5) consecutive days or (ii) ten (10) days in total during any twelve month period (such periods, an “Allowed Delay”) during which the Prospectus included in any Registration Statement contemplated by this Registration Rights Agreement is suspended or otherwise unavailable.
(e) If Form S-3 is not available for the registration statement of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, if at all, during the Effectiveness Period; provided that the Company shall only be required to maintain the effectiveness of the Registration Statement then in effect until the earlier of (A) such time as a Registration Statement on Form S-3 covering all Option Shares specified in your Registration Notice and not purchased the Registrable Securities has been declared effective by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; Commission or (YB) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution expiration of the Option Shares covered thereby is completed, whichever is shorterEffectiveness Period.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Adven Inc.), Securities Purchase Agreement (Adven Inc.)
Required Registration. (a) At Executive may at any time you may by give written notice to the Company (the "Registration “Notice"”) request that it register for sale under he contemplates the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such not less than 500,000 shares in of Stock and may require that Company file with the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file Commission a registration statement under the Securities Act for with respect to the shares of Stock set forth in such Notice. Such Notice shall state whether Executive desires to utilize the services of an underwriter in connection with the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant which such Notice applies. Forthwith upon receipt of such Notice, and subject to the terms and conditions contained in this Section 10(f9, Company shall: (a) below) and shall use its best efforts to cause effect registration under the Securities Act of the shares specified in such Notice; (b) use its best efforts to have such registration statement to declared effective; (c) notify Executive promptly after Company shall have received notice thereof, of the time when such registration statement has become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor supplement to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date any prospectus forming a part of such registration statementstatement has been filed; and (Bd) unless notify Executive promptly of any request by the proposed plan Commission for the amending or supplementing of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming or prospectus or for additional information; (e) prepare and file with the sale in each three-month period of the maximum number of shares permitted Commission promptly upon Executive’s request any amendments or supplements to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. Ifregistration statement or prospectus which, in the good faith opinion of the Board of Directors of the Companycounsel for Executive, registration would materially interfere may be necessary or advisable in connection with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby Stock by Executive; (f) prepare and promptly file with the Commission and promptly notify Executive of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omission, if, at any time, when a prospectus relating to the Stock is completedrequired to be delivered under the Securities Act, whichever any event shall have occurred as a result of which any such prospectus or any other prospectus as then in effect would include an untrue statement or a material fact or omit to state any material fact necessary to make the statements therein not misleading; (g) in case Executive or any underwriter for Executive is shorterrequired to deliver a prospectus, at a time when the prospectus then in effect may no longer be used under the Act, prepare promptly upon request such amendment or amendments to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of Section 10 of the Securities Act; (h) not file any amendment or supplement to the registration statement or prospectus to which Executive shall reasonably object after having been furnished a copy at a reasonable time prior to the filing thereof; (i) advise Executive promptly after it shall receive notice or obtain knowledge thereof of the issuance of any stop order by the Commission suspending the effectiveness of any such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (j) use its best efforts to qualify the Stock for transfer under the securities laws of such states as Executive may designate; and (k) furnish to Executive, as soon as available, copies of any such registration statement and each preliminary or final prospectus, or supplement required to be prepared pursuant to this Section, all in such quantities as Executive may, from time to time, reasonably request. Company shall pay all costs and expenses incident to the performance of its obligations under this Section 9.2, including the fees and expenses of its counsel, the fees and expenses of its accountants, and all other costs and expenses incident to the preparation, printing and filing under the Securities Act of any registration statement, each prospectus and all amendments and supplements thereto, the costs incurred in connection with the qualification of the Stock under the laws of various jurisdictions (including fees and disbursements of counsel), the cost of furnishing to Executive copies of any such registration statement, each preliminary prospectus, the final prospectus and each amendment and supplement thereto, all expenses incident to delivery of the security to any underwriter or underwriters, but not any underwriting commissions or discounts charged to Executive. Company shall be required to effect only one registration pursuant to Request of Executive under the provisions of this Section 9.2.
Appears in 2 contracts
Samples: Employment Agreement (Greenbrier Companies Inc), Employment Agreement (Greenbrier Companies Inc)
Required Registration. (a) At any time you may by notice to following the Company earlier of (i) March 31, 2023 and (ii) the "Registration Notice"date the Form S-3 Shelf (as defined below) first becomes effective, if a Holder or Holders shall request that it register for sale the Corporation effect the registration under the Securities Act of either (x) not less than five percent (5%) of the aggregate number of Registrable Shares then outstanding or (y) not less than ten percent (10%) of the aggregate number of Registrable Shares held by such Holder on the date hereof (or, with respect to any Holder that becomes a Holder on a Closing Date under the Series B Investment Agreement, held by such Holder on such Closing Date), the Corporation shall promptly use commercially reasonable efforts to effect the registration under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such pursuant to a registration statement, oron Form S-1 or any similar long-form registration statement, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration or on Form S-3 or any similar short-form registration statement, if available, including, solely in the case of a registration statement on Form S-3, to permit the public resale of the Registrable Shares on a delayed or continuous basis from time to time as permitted by Rule 415 under the Securities Act (or any successor to such formor similar provision adopted by the Commission then in effect), then on of such closing date pursuant to such exerciseRegistrable Shares.
(b) Promptly following receipt of your Registration NoticeNotwithstanding anything contained in this Section 2 to the contrary, the Company Corporation shall commence not be obligated to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a effect any registration statement under the Securities Act for except in accordance with the sale of the Option Shares specified in such Registration Notice following provisions:
(less i) The Corporation shall not, within any shares twelve (12)-month period, be obligated to file and cause to be purchased effective more than four (4) registration statements initiated pursuant to Section 10(f2(a) belowon Form S-1 promulgated under the Securities Act (or any successor form thereto).
(ii) The Corporation shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2 (A) during the period that is forty-five (45) days before the Corporation’s good faith estimate of the date of filing of, and shall use its best ending on a date that is ninety (90) days after the effective date of, a Corporation-initiated registration, provided that the Corporation is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (B) if the Form S-3 Shelf is then effective and remain available for use in effect the proposed disposition or if Holders propose to dispose of shares of Registrable Shares that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 4.
(iii) If the Board reasonably determines that such registration and any offering thereunder would (A) interfere with any material transaction involving the Corporation, (B) require premature disclosure of material information that the Corporation has a bona fide business purpose for preserving as confidential or (C) render the Required Effective Period Corporation unable to comply with requirements under the Securities Act or the Exchange Act, then the Corporation shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for public sale in accordance with a period of not more than sixty (60) days after the method request of disposition specified by you, the Holder(s) is given; provided, however, that the Company Corporation shall only be entitled to invoke its rights under this Section 2(b)(iii) up to two times during any twelve (12)-month period, and the applicable periods under such two exercises of this right may not in the aggregate consist of more than ninety (90) days during any such twelve (12)-month period. The Corporation shall promptly notify the Holders of the expiration of any period during which it has exercised its rights under this Section 2(b)(iii).
(iv) If the holders of the Registrable Shares requesting to be required included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The holders of Registrable Shares requesting such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Corporation to act as the lead managing underwriter or underwriters in connection with such offering.
(v) At any time before the registration statement covering such Registrable Shares becomes effective, the holders of a majority of such Registrable Shares may request the Corporation to withdraw or not to file a "shelf" the registration except on Form S-3 (statement. In that event, unless such request of withdrawal was caused by, or any successor made in response to such Form). The "Required Effective Period" shall be the greater of (A) a material adverse effect or a similar event related to the 180-day period following business, properties, condition, or operations of the effective date Corporation not known (without imputing the knowledge of any other Person to such registration statement; and holders) by the holders initiating such request at the time their request was made, (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required due to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, pricing conditions which in the good faith opinion judgment of the Board of Directors of holders requesting the Companyregistration are adverse, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or (C) other material transactions involving the Company or any of its subsidiaries are pending facts not known to such holders at the time the Registration Notice is given, their request was made or are under active consideration (D) an exercise by the CompanyCorporation of its rights under this Agreement to delay or suspend a registration statement or an offering, the Company may elect holders shall be deemed to defer have used one of their registration for such period of timerights under Section 2(a). In addition, in no the event in excess of that the registration statement covering such Registrable Shares is not declared effective within one hundred twenty (120) days from the date on which of first filing with the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration NoticeCommission, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, holders shall not be deemed to be the date on which the Registration Notice was given. The obligation have used one of the Company under this Section 10 shall be deemed satisfied only when a their registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company rights pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorter2(a).
Appears in 2 contracts
Samples: Registration Rights Agreement (Bright Health Group Inc.), Investment Agreement (Bright Health Group Inc.)
Required Registration. (a) At any time you may by notice If the Partnership shall receive from a Holder of Registrable Securities (the “Initiating Holder(s)”) a written request that the Partnership file a registration statement with respect to the Company Holders’ Registrable Securities (“Demand Registration”), then the "Registration Partnership shall, within five (5) days of the receipt thereof, give written notice of such request to all other Unitholders (a “Demand Exercise Notice"”) request that it register for sale if any, and subject to the limitations of this Section 5.1, use its commercially reasonable efforts to effect, as soon as reasonably practicable, the registration under the Securities Act, in the manner specified in your Registration Notice, all or any portion Act of the Option Shares sale of all Registrable Securities that the Holders request to be registered. Notwithstanding anything to the contrary in this Agreement, the Initiating Holders may request that the Partnership register the sale of such Registrable Securities on an appropriate form, including a Shelf Registration Statement (so long as the Partnership is eligible to use Form S-3) and, if the Partnership is a WKSI, an Automatic Shelf Registration Statement. The Partnership shall not be obligated to take any action to effect any such registration:
(i) after it has effected two (2) such registrations pursuant to this Section 5.1, and such registrations have been purchased, declared or will be purchased on ordered effective;
(ii) within three (3) months of a registration pursuant to this Section 5.1 that has been declared or before ordered effective;
(iii) during the effective period starting with the date of such registration statement, or, provided that deferral sixty (60) days prior to its good faith estimate of the date of purchase to filing of, and ending on a date one hundred eighty (180) days after the closing effective date of sale of such shares in the manner contemplated by the proposed of, a Partnership-initiated registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file other than a registration statement under the Securities Act for relating solely to the sale of securities to employees of the Option Shares specified in such Registration Notice (less any shares to be purchased General Partner pursuant to Section 10(f) below) and shall use its best a unit option, unit purchase or similar plan or to a Commission Rule 145 transaction), provided that the Partnership is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and remain in effect for effective; or
(iv) if the Required Effective Period for public sale in accordance with General Partner shall furnish to the method of disposition specified Initiating Holders a certificate signed by you, provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (Chief Executive Officer or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all Chief Financial Officer of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as General Partner stating that in the good faith judgment of the Board of Directors the General Partner it would be seriously detrimental to the Partnership and its equity holders for such registration statement to be filed at the time filing would be required and it is therefore essential to defer the filing of such registration statement, the General Partner shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the Company is necessary request of the Initiating Holders, provided that the General Partner shall not defer its obligation in order this manner more than once in any twelve (12) month period.
(b) The Partnership shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holders and (y) the Registrable Securities of any other Holder of Registrable Securities, in each case that have made a written request to preclude the Partnership for inclusion in such registration pursuant to Section 5.1 (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Participating Holder) within thirty (30) days after the receipt of the Demand Exercise Notice (or fifteen (15) days if, at the request of the Initiating Holders, the Partnership states in such written notice or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form S-3).
(c) At any time before the registration statement covering such Registrable Securities becomes effective, WPX may request the Partnership to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made in response to, in each case as determined by WPX, as the case may be, in good faith (i) a material adverse impact upon effect or a similar event related to the business, properties, condition, or operations of the Partnership not known (without imputing the knowledge of any other Person to such financing holders) by WPX at the time its request was made, or other transaction. In material facts not known to WPX at the event of such deferraltime its request was made, if or (ii) a material adverse change in the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Noticefinancial markets, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, WPX shall be deemed to be have used one of its registration rights under Section 5.1(a); provided, however, that such withdrawn registration shall not count as a requested registration pursuant to Section 5.1(a) if the date on which Partnership shall have been reimbursed for all out-of-pocket expenses incurred by the Registration Notice was given. The obligation Partnership in connection with such withdrawn registration.
(d) To the extent an automatic shelf registration statement has been filed under Section 5.1, the Partnership shall use commercially reasonable efforts to remain a WKSI and not become an ineligible issuer with respect to a sale of the Company Units by a Holder (as defined in Rule 405 under this Section 10 the Securities Act) during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three years, at the end of the third year the Partnership shall be deemed satisfied only when refile a new automatic shelf registration statement covering all Option Shares specified in your Registration Notice and the Registrable Securities that remain unsold. If at any time when the Partnership is required to re-evaluate its WKSI status, the Partnership determines that it is not purchased by a WKSI, the Company pursuant Partnership shall use commercially reasonable efforts to Section 10(f) below shall have become effective refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective during the period during which such registration statement is required to be kept effective.
(Xe) if If, after it has become effective, (i) such registration statement has not been kept continuously effective for a period of at least 180 days (or such shorter period which will terminate when all the method of disposition you specify is a firm commitment underwritten public offering, all Registrable Securities covered by such Option Shares shall registration statement have been sold pursuant thereto; ), or (Yii) if it is not such an offeringregistration requested pursuant to Section 5.1(a) becomes subject to any stop order, has remained in effect for the Required Effective Period specified herein injunction or until the distribution other order or requirement of the Option Shares covered thereby is completedCommission or other governmental agency or court for any reason, whichever is shortersuch registration shall not count as a requested registration pursuant to Section 5.1(a).
Appears in 2 contracts
Samples: Idr Holders Agreement (Legacy Reserves Lp), Idr Holders Agreement (Legacy Reserves Lp)
Required Registration. (a) At If at any time you following the third --------------------- anniversary of the Closing Date the holders of at least 50% of the Registrable Securities shall decide to sell or otherwise dispose of Registrable Securities of the Company then owned by such holders, such holders may by give written notice to the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchasedproposed disposition, specifying the number of Registrable Securities so to be sold or will be purchased on or before the effective date disposed of such registration statement, or, provided that deferral (which must include at least 50% of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(bRegistrable Securities) Promptly following receipt of your Registration Notice, and requesting that the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall and file a registration statement under the Securities Act for covering such Registrable Securities. The Company shall, within 10 days thereafter, give written notice to the sale other holders of Registrable Securities of such request and each of the Option Shares specified other holders shall have the option, for a period of 10 days after receipt by it of such notice from the Company, to include its Registrable Securities in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and registration statement. The Company shall use its best efforts to cause such an appropriate registration statement (the "Registration Statement") covering such Registrable Securities to be filed with the Commission and to become effective as soon as reasonably practicable and to remain effective until the completion of the distribution of the Registrable Securities to be offered or sold but not longer than 90 days after effectiveness of the Registration Statement. (The holders whose Registrable Securities are included in effect a Registration Statement are hereinafter referred to as the "Selling Investors"). The Company shall not be obligated to file more than two Registration Statements pursuant to the foregoing provisions of this Section 8.1. The Company shall bear all of the Costs and Expenses of the two Registration Statements. In addition to the foregoing and without regard to there first having been filed either of the two Registration Statements provided for in the Required Effective Period foregoing provisions of this Section 8.1, the holders of Registrable Securities will be entitled to demand an unlimited number of Registration Statements on Form S-3 or any successor form allowing substantial incorporation by reference to Securities Exchange Act reports filed by the Company, but only if the Company is eligible to use Form S-3 or such successor Form, at such holders' Cost and Expense, provided however, that at least $500,000 in aggregate sales price less underwriters discounts and commissions of Registrable Securities are proposed to be sold pursuant thereto and no more than one such Registration Statement is demanded in any twelve month period of time. A demand for public sale registration under this Section 8.1 will not count as such until it has become effective and unless the holders of Registrable Securities are able to register and sell at least 80% of the Registrable Securities included in accordance with the method of disposition specified by you, such Registration Statement; provided, however, that if the Company initiating holders withdraw a request for registration before the Registration Statement becomes effective, then the initiating holders at their option either shall not be required to file a "shelf" registration except (i) bear the Costs and Expenses thereof pro rata on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all basis of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted requested to be sold under the limitations of Section 14 of this Agreement. If included therein or (ii) have such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion Registration Statement applied to and counted as one of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to two Registration Statements for which the Company is then subject or financing arrangements or other material transactions involving has agreed to bear the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 Costs and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterExpenses.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Tsi International Software LTD), Preferred Stock Purchase Agreement (Tsi International Software LTD)
Required Registration. (a) At any time you after the earlier of (i) expiration of the six (6) month period following the closing of the Company’s Qualified Public Offering and (ii) the first (1st) anniversary of the date hereof, one or more of the holders of Registrable Securities constituting a majority of the total shares of Registrable Securities then outstanding may by notice to request that the Company (the "Registration Notice") request that it register for sale under the Securities Act, Act up to all of the shares of Registrable Securities held by such holders in the manner specified in your Registration Noticesuch notice.
(b) Following receipt of any notice under this Section 4.1(a), the Company shall immediately notify all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date their shares of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Registrable Securities. The Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for register under the Required Effective Period Securities Act for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities specified in such notice. The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.1 on one (1) occasion only. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 after the effective date of a registration statement filed by you, provided, however, that the Company shall not be required covering a firm commitment underwritten public offering and prior to file a "shelf" registration except on Form S-3 the later to occur of the completion of the period of distribution for such offering or ninety (or any successor to such Form). The "Required Effective Period" shall be the greater of (A90) the 180-day period following days after the effective date of such registration statement; .
(c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 and the Company shall include such information in the written notice referred to in paragraph (Bb) unless the proposed plan above. The right of distribution involves a firm commitment underwritten public offering, the period required any holder to dispose of all of the shares included registration pursuant to this Section 4.1 shall be conditioned upon such holder’s agreeing to participate in such registration statement assuming underwriting and to permit inclusion of such holder’s Registrable Securities in the sale in each three-month period underwriting. The Company’s Board of Directors (the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition “Board”) shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, A holder may elect to include in the good faith opinion such underwriting all or a part of the Board Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 may, subject to the following provisions, include (i) shares of Directors Common Stock for sale by the Company for its own account and (ii) shares of Common Stock held by officers or directors of the Company, registration would materially interfere in each case for sale in accordance with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any method of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration disposition specified by the Companyrequesting holders. If such registration shall be underwritten, the Company and such officers and directors proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers or directors than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in the following order: first, to the shares held by the directors and officers and second, to the shares of Common Stock of the Company to be included for its own account. If the managing underwriter determines that marketing factors require a further limitation of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. If any holder of Registrable Securities, officer or director who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to defer withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form X-0, X-0 or any comparable form or successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for such its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4.1 until the completion of the period of time, in no event in excess distribution of the registration contemplated thereby or one hundred twenty (120) days from after the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the effective date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completedregistration, whichever is shorterlater.
Appears in 2 contracts
Samples: Investor Rights Agreement (Aegerion Pharmaceuticals, Inc.), Investor Rights Agreement (Aegerion Pharmaceuticals, Inc.)
Required Registration. (a) At any time you may by notice On or prior to the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Noticeeach Filing Date, the Company Corporation shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall and file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, provided, however, that Commission a Registration Statement covering the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose resale of all of the shares included Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The number of Registrable Securities that the Corporation will include in such registration statement assuming the sale in each three-month period Initial Registration Statement shall cover the Initial Required Registration Amount, which is 125% of the maximum number of shares permitted of Common Stock issuable upon conversion of the Notes at the initial conversion price thereof, all subject to adjustment as provided in Section 2(c). Each Registration Statement filed hereunder shall be sold under on Form S-3 (except if the limitations Corporation is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on Form S-1 or another appropriate form in accordance herewith, subject to the provisions of Section 14 2(e)) and shall contain (unless otherwise directed by at least a Majority in Interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate Corporation shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the managing underwriter Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the earlier of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120i) days from the date on which that all Registrable Securities covered by such Registration Statement no longer constitute Registrable Securities or (ii) the Registration Notice was given, as in the good faith judgment two year anniversary of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, this Agreement (the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given“Effectiveness Period”). The obligation Corporation shall telephonically request effectiveness of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method Statement as of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorter.5:00 p.m. Eastern
Appears in 2 contracts
Samples: Share Exchange Agreement (DPW Holdings, Inc.), Share Exchange Agreement (Avalanche International, Corp.)
Required Registration. (a) At any time you may by notice to the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares and any other shares of Common Stock that have been purchasedissued or are issuable to you and/or Xxxxx Xxxxxxx upon the exercise of stock options granted or to be granted pursuant to the Harpo Agreement, including any prior or subsequent amendment to that agreement (collectively, together with the Option Shares, the "Agreement Shares"), and that have been pur- chased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company shall commence to prepare and, unless it elects to purchase all of the Option Agreement Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Agreement Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Agreement Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Agreement Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Agreement Shares covered thereby is completed, whichever is shorter.
Appears in 2 contracts
Samples: Option Agreement (Winfrey Oprah Et Al), Option Agreement (Winfrey Oprah Et Al)
Required Registration. After receipt of a written request from the --------------------- Holders of Registrable Securities requesting that Company effect a registration under the Securities Act covering at least 20% of the Registrable Securities initially outstanding, and specifying the intended method or methods of disposition thereof, Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 may elect (aby written notice sent to Company within 10 Business Days from the date of such Holder's receipt of the aforementioned Company's notice) At to have Registrable Securities included in such registration thereof pursuant to this Section 2, provided, however, that no Holder will deliver a request for a demand registration during the six (6) month period following the effective date of a Registration Statement filed in respect of a previous demand registration. Thereupon Company shall, as expeditiously as is possible and at its expense, use its best efforts to effect the registration under the Securities Act of all shares of Registrable Securities which Company has been so requested to register by such Holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, -------- however, that Company shall not be required to effect more than two (2) ------- registrations of any Registrable Securities pursuant to this Section 2 for the Purchaser, unless Company shall be eligible at any time you may by notice to the Company file a registration statement on Form S-3 (the "Registration Notice"or other comparable short form) request that it register for sale under the Securities Act, in which event there shall be no limit on the manner specified in your Registration Notice, all or any portion number of such registrations pursuant to this Section 2. The rights of the Option Shares that have been purchased, or will Holders under this Section 2 shall be purchased on or before the effective date of such registration statement, or, provided that deferral of immediately after the date of purchase to hereof. If the closing date of sale of such shares in the manner contemplated by the proposed registration will managing underwriter shall determine that it cannot disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company shall commence to prepare and, unless it elects to purchase register all of the Option Shares specified Registrable Securities in such Registration Notice through the procedures specified in Section 10(f) below, any registration of Registrable Securities shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less have priority over any shares other securities requested to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterregistration.
Appears in 2 contracts
Samples: Registration Rights Agreement (Stein Avy H), Registration Rights Agreement (College Television Network Inc)
Required Registration. (a) At If, at any time you may following the nine-month anniversary of the date hereof and prior to the second anniversary of the date hereof, the Company shall be requested in writing (an “Initiating Request”) by the Requisite Bond Stockholders to effect the registration under the Securities Act of an underwritten offering of Registrable Shares (a “Demand Registration”), then the Company shall, subject to Sections 2.1(c) and (d) below, promptly use its reasonable best efforts to effect a registration under the Securities Act of an offering of all the Registrable Shares that the Company has been requested pursuant to such Initiating Request and in any Inclusion Request (as hereinafter defined) to register for sale in accordance with this Section 2.1(a) and with the method of distribution specified in the Initiating Request. The Company shall promptly give written notice to all Stockholders (a “Registration Request Notice”) of the Company’s requirement to register such offering. The Stockholders shall have thirty (30) days after delivery of a Registration Request Notice to deliver to the Company a request in writing (an “Inclusion Request”) that the "Registration Notice") request that it register for sale under Company include in such registration the Securities Act, number of Registrable Shares of all Stockholders so specified in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exerciseInclusion Request.
(b) Promptly following receipt of your Registration NoticeAnything contained in Section 2.1(a) to the contrary notwithstanding, the Company shall commence may delay the filing or effectiveness of any Registration Statement for a period of up to prepare and120 days after the date that the Requisite Bond Stockholders make an Initiating Request, unless if at the time of such Initiating Request: (i) any other registration statement (other than on Form S-4 or Form S-8) pursuant to which shares of Series AA Preferred Stock are to be or were offered and sold has been filed and not withdrawn or has been declared effective within the prior ninety (90) days; or (ii) the Board determines in good faith that (A) it elects is in possession of material, non-public information concerning pending or threatened litigation and disclosure of such information would jeopardize such litigation or otherwise materially harm the Company or (B) a Material Transaction that has not been publicly disclosed is reasonably likely to purchase all occur.
(c) The Company may not include any Securities other than Registrable Shares and Primary Shares in any Demand Registration without the consent of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, Requisite Stockholders; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and Primary Shares proposed to be included in such registration would materially adversely affect the offering and sale (including pricing) of all such Securities, then the number of Registrable Shares and Primary Shares proposed to be included in such registration shall be included in the following order:
(i) first, the Registrable Shares owned by the Stockholders, pro rata based upon the number of Registrable Shares owned by each such Stockholder at the time of such registration; and
(ii) second, the Primary Shares.
(d) Notwithstanding anything contained herein to the contrary, the Company shall not be required to file a "shelf" effect more than one (1) registration except of an offering of Registrable Shares on Form S-3 S-1 pursuant to Section 2(a).
(e) The Requisite Stockholders shall select the managing underwriter or any successor underwriters to such Form). The "Required Effective Period" administer the offering, which managing underwriters shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offeringof nationally recognized standing.
(f) Any Stockholder initiating or requesting the inclusion of Registrable Shares in a Demand Registration may, by written notice to the period required Company delivered prior to dispose of all the effectiveness of the shares Registration Statement, withdraw its request to have its Registrable Shares included in such registration statement assuming Demand Registration. In the sale event that either: (i) the conditions to closing specified in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations underwriting agreement to which the Company is a party with respect to a Demand Registration are not satisfied or waived; or (ii) any Registration Statement filed pursuant to this Section 2 is not declared effective for any reason, then subject in each such case such withdrawn registration shall not be deemed a Demand Registration for purposes of this Section 2.
(g) The Requisite Bond Stockholders shall have the right to terminate or financing arrangements or other material transactions involving withdraw any registration initiated pursuant to this Section 2 by written notice to the Company or any of its subsidiaries are pending at delivered prior to the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date effectiveness of such Registration Notice, the date on which the Option was exercised shall, Statement and such withdrawn registration shall not be deemed a Demand Registration for purposes of this Section 2 and 7(d) hereof, be deemed to be if the date on which Bond Stockholders within 30 days after the Registration Notice was given. The obligation delivery of such written notice fully reimburse the Company under this Section 10 shall be deemed satisfied only when a registration statement covering for all Option Shares specified in your Registration Notice costs, fees and not purchased expenses incurred by the Company pursuant to Section 10(f(including legal fees) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all in connection with such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterwithdrawn registration.
Appears in 2 contracts
Samples: Registration Rights Agreement (Pliant Corpororation), Registration Rights Agreement (Pliant Corp)
Required Registration. (a) At any time you may by notice The Company shall make all reasonably practicable efforts to file, within thirty (30) days of the Closing, a shelf registration statement with the Commission relating to the Company (the "Registration Notice") request that it register for offer and sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before Restricted Stock by the effective date Investors from time to time in accordance with the methods of distribution elected by the Investors and set forth in such shelf registration statement, or, provided that deferral and the Company shall make all reasonably practicable efforts to have such shelf registration statement effective within 120 days after its filing with the Commission. The Company shall make all reasonably practicable efforts to keep such shelf registration statement continuously effective for two (2) years following the expiration of the date one (1) year lock-up described in the first sentence of purchase Section 15(f) hereof. As soon as reasonably practicable after the issuance to the closing date Investors of sale any shares of Common Stock as a dividend pursuant to Article FOURTH, Section 2 of the Company's Amended and Restated Certificate of Incorporation, the Company shall file such amendments or supplements to such shelf registration statement as are necessary to qualify such shares in the manner contemplated of Common Stock for offer and sale by the proposed Investors from time to time in accordance with the methods of distribution elected by the Investors and set forth in such shelf registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercisestatement.
(b) Promptly following receipt of your Registration Notice, The only securities which the Company shall commence be required to prepare andregister pursuant this Section 4 and Sections 5 and 6 hereto shall be shares of Common Stock; provided, unless it elects however, that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of Series D Preferred Shares shall be entitled to purchase sell such Series D Preferred Shares to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion or exercise and conversion, as applicable, thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of any registration statement on Form S-1 filed by the Company.
(c) The Company shall be entitled to include in any registration statement referred to in this Section 4 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if any, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If in the opinion of the managing underwriter, if any, the inclusion of all of the Option Shares specified in Restricted Stock requested to be registered under this Section would adversely affect the marketing of such Registration Notice through shares, shares to be sold by the procedures specified in Section 10(f) belowholders of Restricted Stock, if any, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less be excluded only after any shares to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified sold by you, provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; have been excluded and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if manner that the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 sold shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by allocated among the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method selling holders pro rata based on their ownership of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterRestricted Stock.
Appears in 2 contracts
Samples: Investor Rights Agreement (Voxware Inc), Investor Rights Agreement (Voxware Inc)
Required Registration. (a) At any time you may by notice Subject to the receipt of all necessary information from the Investors, the Company shall use commercially reasonable efforts to prepare and file a registration statement on Form S-3 under the Securities Act covering the Registrable Securities (the "Registration NoticeStatement") request that it register for sale under the Securities Act), in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the date that is ninety (90) days after the Closing Date (the "Filing Date"), and shall use its commercially reasonable efforts to cause such Registration Statement to become effective date of as soon as practicable after filing, and in any event no later than March 31, 2005 (the "Effectiveness Date"); provided, however, that if the Company receives notification from the SEC that the Registration Statement will receive no action or review from the SEC, then the Company will, subject to its rights under Section 2(d) below, cause the Registration Statement to become effective within five business days after such SEC notification. Notwithstanding the foregoing, if Form S-3 is not available for use by the Company, then the Company will file a Registration Statement on such form as is then available to effect a registration statement, or, provided that deferral of the date of purchase Registrable Securities, subject to the closing date consent of sale the Holders of such shares in a majority of the manner contemplated by the proposed registration Registrable Securities then outstanding, which consent will not disqualify the offering from registration on Form S-3 (be unreasonably withheld or any successor to such form), then on such closing date pursuant to such exercisedelayed.
(b) Promptly following receipt of your Registration Notice, the The Company shall commence use its commercially reasonable efforts to prepare and, unless it elects to purchase all maintain the effectiveness of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement Statement under the Securities Act for until the sale earliest of: (i) the date that is two years after the Closing Date; and (ii) the date on which all of the Option Shares specified in such Registration Notice (less any shares to be purchased Registrable Securities have been sold pursuant to Section 10(fthe Registration Statement or no longer constitute Registrable Securities (the "Registration Period").
(c) below) and shall use its best efforts to cause such registration statement to become effective and remain Notwithstanding the foregoing, if the Company is engaged in effect any activity or transaction or preparations or negotiations for the Required Effective Period for public sale in accordance with the method of disposition specified by you, provided, however, any activity or transaction that the Company shall not be required desires to file keep confidential for business reasons and the Company determines in good faith that the public disclosure requirements imposed on the Company under the Securities Act in connection with a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date hereunder would require disclosure of such registration statement; activity, transaction, preparation or negotiations and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required that such disclosure would be seriously detrimental to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect shall have the right, by written notice to defer registration for such period of time, in no event in excess of one hundred twenty the Holders: (120i) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when withdraw a registration statement covering all Option Shares specified in your Registration Notice after filing and not purchased by after such notice, but prior to the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant theretoeffectiveness thereof; or (Yii) if it is suspend the effectiveness thereof for a period not to exceed 90 days; provided that such an offering, has remained right may not be exercised more than once in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterany twelve-month period.
Appears in 2 contracts
Samples: Registration Rights Agreement (North Country Financial Corp), Stock Purchase Agreement (North Country Financial Corp)
Required Registration. (a) At any time you may No later than the Filing Date, the Company shall file with the Commission a registration statement relating to the resale by notice the Holder of all (or such other number as the Commission will permit) of the Shares. The Company shall (a) register the resale of the Shares on Form S-1, and (b) upon written request to the Company from the Holder (or, for the "Registration Notice") request avoidance of doubt, if there are multiple Holders, then the Holder or Holders constituting the Requisite Holders), undertake to register the Shares on Form S-3 as soon as such form is available; provided that it register for sale the Company shall maintain the effectiveness of the registration statement then in effect until such time as a registration statement on Form S-3 covering the Shares has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause the registration statement required to be filed pursuant to this Section 1.1 to be declared effective under the Securities ActAct within thirty (30) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act until all Shares covered by such registration statement (x) have been sold, thereunder or pursuant to Rule 144, or (y) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a registration statement as of 5:00 p.m. Eastern Time on a Trading Day (as defined in the manner specified in your Registration Notice, all Purchase Agreement). The Company shall immediately notify the Holder via facsimile or any portion by e-mail of the Option Shares effectiveness of a registration statement on the same Trading Day that have been purchasedthe Company telephonically confirms effectiveness with the Commission, or will which shall be purchased the date requested for effectiveness of such registration statement. The Company shall, by 9:30 a.m. Eastern Time on or before the second (2nd) Trading Day after the effective date of such registration statement, or, provided that deferral of file a final prospectus with the date of purchase Commission as required by Rule 424. Failure to so notify the closing date of sale Holder within two (2) Trading Days of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (notification of effectiveness or any successor failure to such formfile a final prospectus as foresaid shall be deemed an Event under Section 1.1(c), then on such closing date pursuant to such exercise.
(b) Promptly following receipt Notwithstanding any other provision of your Registration Noticethis Agreement and subject to the payment of liquidated damages pursuant to Section 1.1(c), if at any time the Shares are registered on a registration statement other than a Form S-1 or other registration statement for which no other form is authorized or prescribed, the Commission or any SEC Guidance sets forth a limitation on the number of Shares permitted to be registered on a particular registration statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Shares), unless otherwise directed in writing by a Holder as to its Shares, the number of Shares to be registered on such registration statement will be reduced as follows:
(i) first, the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less reduce or eliminate any shares securities to be purchased pursuant to Section 10(fincluded by any Person other than MEF I, L.P. and its Affiliates, or their successors and assigns;
(ii) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by yousecond, provided, however, that the Company shall not reduce or eliminate any securities to be required to file a "shelf" registration except on Form S-3 included by any Person other than the Holders, YA Global Investments L.P., EXO Opportunity Fund LLC and each of their respective Affiliates, or their successors and assigns (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offeringcollectively, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering“Secondary Parties”); and
(iii) third, the Company may designate shall reduce or eliminate Shares held by the managing underwriter of such offering. IfSecondary Parties (applied, in the good faith opinion case that some Shares may be registered, to each Secondary Party on a pro rata basis based on the total number of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration unregistered Shares held by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transactionSecondary Party). In the event of a cutback hereunder, the Company shall give the Holder at least seven (7) Trading Days prior written notice along with the calculations as to the Holder’s allotment. For the avoidance of doubt, nothing in this Section 1.1(b) shall eliminate the Company’s obligation under Section 1.1(a) with respect to any Shares excluded from the registration statement on Form S-3 to maintain the effectiveness of the registration statement then in effect until such deferral, time as a registration statement on Form S-3 covering the Shares has been declared effective by the Commission.
(c) If: (i) the Initial Registration Statement is not filed on or prior to the Filing Date (if the shares Company files the Initial Registration Statement without providing the Holders the opportunity to review and comment on the same as required by this Agreement, the Company shall be deemed to have not satisfied this clause (i)) or (ii) the Company fails to file with the Commission a request for acceleration of a registration statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such registration statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a registration statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such registration statement within fifteen (15) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such registration statement to be registered declared effective, or (iv) a registration statement registering for resale all of the Shares is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a registration statement, such registration statement ceases for any reason to remain continuously effective as to all Shares included in such registration statement, or the Holders are otherwise not permitted to utilize the prospectus therein to resell such Shares, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be acquired on exercise consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of this Option following clause (i) thirty (30) calendar days after the date on which such Event occurs, and for purpose of such Registration Noticeclause (ii), the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the Option was exercised shalldate which such fifteen (15) calendar day period is exceeded, and for purposes purpose of Section 2 and 7(dclause (v) hereof, be deemed to be the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Registration Notice was given. The obligation Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date thereafter (if the applicable Event shall not have been cured by such date) or any pro rata portion thereof, until the applicable Event is cured or ninety (90) calendar days after the applicable Event Date, whichever occurs first, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to the product of one percent (1.0%) multiplied by the aggregate Series F Stated Value (as defined in the Articles) of the Series F Preferred Stock issued under the Purchase Agreement (the “Series F Preferred Stock”); provided that the maximum amount payable thereunder shall not exceed four percent (4%) of the aggregate Series F Stated Value. If the Company under fails to pay any partial liquidated damages pursuant to this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified 1.1(c) in your Registration Notice and not purchased by full within seven (7) Trading Days after the date payable, the Company pursuant will pay interest thereon at a rate of eight percent (8%) per annum (or such lesser amount that is permitted to Section 10(fbe paid by applicable law) below shall have become effective andto the Holder, (X) if accruing daily from the method of disposition you specify is a firm commitment underwritten public offeringdate such partial liquidated damages are due until such amounts, plus all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offeringinterest thereon, has remained are paid in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterfull.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Attis Industries Inc.), Registration Rights Agreement (Attis Industries Inc.)
Required Registration. From and after the date hereof, if the Corporation shall be requested by any Investor to effect the registration under the Securities Act of Registrable Shares, the Corporation shall promptly effect the registration under the Securities Act of the Registrable Shares which the Corporation has been so requested to register; provided, however, that the Corporation shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions:
(a) At the Corporation shall not be obligated to file and cause to become effective more than three (3) registration statements initiated pursuant to this Section 2 if under such registration statements all of the Registrable Shares requested to be included therein have been effectively distributed and sold thereunder;
(b) subject to Section 2(d) below, the Corporation may delay the filing or effectiveness of any registration statement for a period of up to 60 days after the date of a request for registration pursuant to this Section 2 if at the time you may by notice of such request (i) the Corporation is engaged, or has fixed plans to engage within 60 days of the Company time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares shall include the Registrable Shares that the Investors requested to be so registered pursuant to Section 3 below, or (ii) the "Registration Notice") request Corporation reasonably determines that it register for sale such registration and offering would interfere with any material transaction that requires disclosure under the Securities ActAct involving the Corporation, as approved by the Board of Directors; provided, that the Corporation may only so delay the filing or effectiveness of a registration statement once pursuant to clause (i) above and once pursuant to clause (ii) above; and
(c) with respect to any registration pursuant to this Section 2, the Corporation shall give notice of such registration to the Investors who do not request registration hereunder and to the holders of all Registrable Shares and Other Shares which are entitled to registration rights and the Corporation may include in such registration any Primary Shares, Registrable Shares or Other Shares; provided, however, that, subject to Section 2(d) hereof, with respect to any registration statement, if the managing underwriter advises the Corporation in writing that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the manner specified in your Registration Noticefollowing order:
(i) first, all or any portion the Registrable Shares of the Option Investors requested to be included in such registration (or, if necessary, such Registrable Shares that have been purchasedpro rata among the Investors thereof based upon the number of Registrable Shares requested to be registered by each such Investor);
(ii) second, or will the Primary Shares and the other Registrable Shares held by stockholders other than the Investors which are requested to be purchased on or before included in such registration (or, if necessary, such securities pro rata among the effective date Corporation and the holders thereof based upon the estimated initial offering price of such securities proposed to be included in such registration statement); and
(iii) third, the Other Shares which are entitled to registration rights.
(d) Notwithstanding any provision of this Section 2 to the contrary, with respect to the first registration statement initiated pursuant to this Section 2, unless otherwise agreed by the Investors holding a majority of the Registrable Shares requested to be included in such registration statement, or, provided that deferral all of such Registrable Shares of the date of purchase Investors requested to be included in such registration statement shall be so included in such registration statement. The Corporation hereby agrees that, with respect to the closing date of sale of such shares in the manner contemplated by the proposed first registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date statement initiated pursuant to such exercise.
(b) Promptly following receipt of your Registration Noticethis Section 2, the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and Corporation shall use its best efforts to cause successfully market (including pricing) and distribute such Registrable Shares of the Investors within 45 days after the date of a request for registration statement pursuant to become effective and remain in effect for the Required Effective Period for public sale in accordance with this Section 2.
(e) If the method of disposition specified requested by youthe holders, providedpursuant to this Section 2, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves is a firm commitment underwritten public offering, the period required Corporation shall have the right to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending underwriter shall be (i) a top 15 investment bank as rated by Securities Data Corp. at the time of such designation and (ii) acceptable to the holders of the Registration Notice is givenShares holding a majority of such securities, it being acknowledged and agreed that the investment banks listed on Schedule A or their successors shall be acceptable to the Investors.
(f) At any time before the registration statement covering Registrable Shares becomes effective, the Investors holding a majority of such securities may request the Corporation to withdraw, amend or not to file the registration statement with respect to the proposed sale of the Investor's Registrable Shares. In that event, if such request of withdrawal or amendment shall not have been caused by, or are made in response to, the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Corporation, the Investors shall have used one of their demand registration rights under active consideration this Section 2 and the Corporation shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to this Section 2 unless either (x) such Registration Statement includes Other Shares not held by the Company, Investors or Primary Shares or (y) the Company may elect remaining Investors shall pay to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which Corporation the Registration Notice was given, as in expenses incurred by the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following Corporation through the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterrequest.
Appears in 2 contracts
Samples: Registration Rights Agreement (Nbty Inc), Registration Rights Agreement (Nbty Inc)
Required Registration. (a) At any time you may by If the Company shall receive from the Designated Representative a written request that the Company file a Registration Statement with respect to Registrable Shares, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Sellers and, subject to the Company (limitations of this Section 2.1, use its commercially reasonable efforts to effect, as soon as reasonably practicable, the "Registration Notice") request that it register for sale registration under the Securities Act, in the manner specified in your Registration Notice, all or any portion Act of the Option offer of all Registrable Shares that the Sellers request to be registered. Notwithstanding anything to the contrary in this Agreement, the Designated Represenative may request that the Company register the offer of such Registrable Shares on an appropriate form, including a Shelf Registration Statement (so long as the Company is eligible to use Form S-3) and, if the Company is a WKSI, an Automatic Shelf Registration Statement. The Company shall not be obligated to take any action to effect any such registration:
(i) after it has effected five (5) such registrations pursuant to this Section 2.1 and such registrations have been purchased, declared or will be purchased on ordered effective;
(ii) within six (6) months of a registration pursuant to this Section 2.1 that has been declared or before ordered effective;
(iii) during the effective period starting with the date of such registration statement, or, provided that deferral sixty (60) days prior to its good faith estimate of the date of purchase to filing of, and ending on a date one hundred eighty (180) days after the closing effective date of sale of such shares in the manner contemplated by the proposed of, a Company-initiated registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file other than a registration statement under the Securities Act for relating solely to the sale of Securities to employees of the Option Shares specified in such Registration Notice (less any shares to be purchased Company pursuant to Section 10(f) below) and shall use its best a stock option, stock purchase or similar plan or to a Commission Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement Registration Statement to become effective and remain effective;
(iv) where the anticipated aggregate offering price of all securities included in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, provided, however, that such offering is equal to or less than forty million dollars ($40,000,000); or
(v) if the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor furnish to such Form). The "Required Effective Period" shall be Sellers a certificate signed by the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all President of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as stating that in the good faith judgment of the Board of Directors the Company it would be detrimental to the Company and its equity holders for such Registration Statement to be filed at the time filing would be required and it is therefore advisable to defer the filing of such Registration Statement, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Seller, provided that the Company shall not defer its obligation in this manner more than once in any twelve (12) month period.
(b) At any time before the Registration Statement covering such Registrable Shares becomes effective, the Designated Representative may request the Company to withdraw or not to file the Registration Statement. In that event, unless such request of withdrawal was caused by, or made in response to, in each case as determined by the Designated Representative in good faith (i) a material adverse effect or a similar event related to the business, properties, condition, or operations of the Company is necessary in order not known (without imputing the knowledge of any other Person to preclude adverse impact upon such financing holders) by the Designated Representative at the time its request was made, or other transaction. In material facts not known to the event of such deferralDesignated Representative at the time its request was made, if or (ii) a material adverse change in the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Noticefinancial markets, the date on which the Option was exercised shall, for purposes holders of Section 2 and 7(d) hereof, Registrable Shares shall be deemed to be the date on which the Registration Notice was given. The obligation have used one of their registration rights under Section 2.1(a); provided, however, that such withdrawn registration shall not count as a requested registration pursuant to Section 2.1(a) if the Company under this Section 10 shall be deemed satisfied only when a registration statement covering have been reimbursed (in the absence of any agreement to the contrary, pro rata by the Designated Representative) for all Option Shares specified in your Registration Notice and not purchased out-of-pocket expenses incurred by the Company pursuant in connection with such withdrawn registration.
(c) To the extent an Automatic Shelf Registration Statement has been filed under Section 2.1, the Company shall use commercially reasonable efforts to Section 10(fremain a WKSI and not become an ineligible issuer (as defined in Rule 405 under the Securities Act) below during the period during which such Automatic Shelf Registration Statement is required to remain effective. If the Automatic Shelf Registration Statement has been outstanding for at least three years, at the end of the third year the Company shall have become effective refile a new Automatic Shelf Registration Statement covering the Registrable Shares that remain unsold. If at any time when the Company is required to re-evaluate its WKSI status, the Company determines that it is not a WKSI, the Company shall use commercially reasonable efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form S-1, and keep such Registration Statement effective during the period during which such Registration Statement is required to be kept effective.
(Xd) if If, after it has become effective, such Registration Statement has not been kept continuously effective for a period of at least one hundred eighty (180) days (or such shorter period which will terminate when all the method of disposition you specify is a firm commitment underwritten public offering, all Registrable Shares covered by such Option Shares shall Registration Statement have been sold pursuant thereto; or (Y) if it is ), such registration shall not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shortercount as a requested registration pursuant to Section 2.1(a).
Appears in 2 contracts
Samples: Registration Rights Agreement (Clayton Williams Energy Inc /De), Warrant and Preferred Stock Purchase Agreement (Clayton Williams Energy Inc /De)
Required Registration. (a) At any time you may by notice If the Requisite Investors shall deliver to the Company (the "Registration Notice") a written request that it register for sale the Company effect the registration of Registrable Shares under the Securities ActAct (a “Demand Registration”), in the manner specified in your Registration Notice, all or any portion of Company shall promptly use its reasonable best efforts to effect the Option Shares that have been purchased, or will be purchased on or before registration under the effective date Securities Act of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exerciseRegistrable Shares.
(b) Promptly following receipt of your Registration NoticeNotwithstanding anything contained in this Section 2 to the contrary, the Company shall commence not be obligated to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a effect any registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale except in accordance with the method following provisions:
(i) The Company shall not be obligated to file and cause to become effective more than two (2) registration statements initiated pursuant to Section 2(a) above on Form S-1 promulgated under the Securities Act (or any successor form thereto).
(ii) The Company may delay the filing or effectiveness of disposition specified by youany registration statement for a period of up to 60 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request: (X) the Company is engaged, or has fixed plans to engage within 30 days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares have been or will be permitted to include all the Registrable Shares so requested to be registered pursuant to Section 3 or (Y) the Board reasonably determines that such registration and offering would interfere with any material transaction involving the Company; provided, however, that the Company shall not only be required entitled to file a "shelf" invoke its rights under this Section 2(b)(ii) one time per consecutive 12 month period the duration of this Agreement.
(iii) With respect to any registration except on Form S-3 (or any successor pursuant to such Form). The "Required Effective Period" this Section 2, the Company shall be the greater of (A) the 180-day period following the effective date give notice of such registration, in accordance with the provisions of Section 3 hereunder, to the Investors who do not request registration statementhereunder and the Company may include in such registration any Registrable Shares, Primary Shares or Other Shares; and (B) unless provided, however, that if the proposed plan of distribution involves a firm commitment underwritten public offering, managing underwriter advises the period required to dispose Company that the inclusion of all of the shares Registrable Shares, Primary Shares, and/or Other Shares proposed to be included in such registration statement assuming would interfere with the sale in each three-month period successful marketing (including pricing) of the maximum Registrable Shares proposed to be included in such registration, then the number of shares permitted Registrable Shares, Primary Shares, and/or Other Shares proposed to be sold under the limitations of Section 14 of this Agreement. If included in such method of disposition registration shall be included in the following order:
(A) first, the Registrable Shares (or, if necessary, such Registrable Shares pro rata among the holders thereof based upon the number of Registrable Shares requested to be registered by each such holder);
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(iv) If the Requisite Investors so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten public offering. The holders of Registrable Shares requesting such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering.
(v) At any time before the registration statement covering such Registrable Shares becomes effective, the Requisite Investors may request the Company may designate to withdraw or not to file the managing underwriter registration statement. In that event, unless such request of such offering. Ifwithdrawal was caused by, or made in response to, (i) a material adverse effect or a similar event related to the good faith opinion business, properties, condition, or operations of the Board Company not known (without imputing the knowledge of Directors of any other Person to such holders) by the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending holders initiating such request at the time the Registration Notice is giventheir request was made, or are under active consideration by the Company, the Company may elect (ii) due to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on pricing conditions which the Registration Notice was given, as in the good faith judgment of the Board of Directors of Requisite Investors are adverse, or (iii) other material facts not known to such holders at the Company is necessary in order time their request was made, the holders shall be deemed to preclude adverse impact upon such financing or other transactionhave used their registration rights under Section 2(a). In addition, in the event that the registration statement covering such Registrable Shares is not declared effective within 120 days from the date of such deferralfirst filing with the Commission, if the shares holders shall not be deemed to be registered are have used one of their registration rights pursuant to be acquired on exercise of Section 2(a).
(vi) The Company shall use its best efforts to cause any registration effected in accordance with this Option Section 2 to remain effective for at least 60 days following the date of upon which such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterbecomes effective.
Appears in 2 contracts
Samples: Registration Rights Agreement (Pluralsight, Inc.), Registration Rights Agreement (Pluralsight, Inc.)
Required Registration. (a) At any time you may by notice to If the Company shall receive a written request from Security Holder requesting that the Company file a Registration Statement relating to a Public Offering of shares of Common Stock owned by Security Holder (the "Registration NoticeRegistrable Securities") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company will as promptly as practicable prepare and file a Registration Statement and use its best efforts to cause the Registration Statement to become effective; subject, however, to the following provisions: (1) the Company shall commence be required to prepare and, unless it elects file no more than three (3) Registration Statements on behalf of Security Holder pursuant to purchase all this Section 2.A; (2) the Company shall not be obligated to file a requested Registration: (i) in the event that the aggregate number of Registrable Securities to be included in such requested Registration is less than five percent (5%) of the Option Shares specified in issued and outstanding Common Stock; (ii) from the time it gives notice to Security Holder, provided such Registration Notice through the procedures specified in Section 10(f) below, shall notice is given prior to time of receipt by Devon of Security Holder's request to file a registration statement under the Securities Act Registration Statement, that it is preparing to file a Registration Statement other than for the sale account of Security Holder until 60 days after the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and Statement has been declared effective by the SEC; provided, the Company shall use its best efforts to cause such registration statement Registration Statement to become be declared effective and remain in effect as promptly as practicable; and, provided further, the obligation to file a Registration Statement on behalf of Security Holder shall be reinstated if the Company does not file a Registration Statement within 30 days after giving the notice referred to above; or (iii) for a period from the Required Effective Period for public sale in accordance with time the method Company gives Security Holder notice, provided such notice is given prior to time of disposition specified receipt by you, provided, howeverDevon of Security Holder's request to file a Registration Statement, that the Company shall is conducting negotiations for a material business combination or that there is a material development or event pending which has not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; yet been publicly disclosed and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations as to which the Company is then subject or financing arrangements or other material transactions involving believes disclosure will be prejudicial to the Company until the earlier of (a) 120 days after the notice with respect to a material business combination or any 90 days after the notice with respect to a material development or event; (b) the public announcement of its subsidiaries are pending at the combination, development or event referred to above; or (c) the time the Registration Notice Company gives Security Holder notice that suspension of its obligation is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterlonger required.
Appears in 2 contracts
Samples: Registration Rights Agreement (Kerr McGee Corp), Registration Rights Agreement (Devon Energy Corp /Ok/)
Required Registration. (a) At any time you time, one or more holders of Restricted Stock may by notice to request the Company (the "Registration Notice") request that it to register for sale under the Securities Act, in the manner specified in your Registration Notice, Act all or any portion of the Option Shares that have been purchasedshares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, or will but only if the request is made by the holders of Restricted Stock constituting at least 50% of the number of shares of Restricted Stock outstanding at the time the request is made. Notwithstanding anything to the contrary contained herein, no request may be purchased on or before made under this Section within 180 days after the effective date of such a registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated statement filed by the proposed registration will not disqualify Company covering a firm commitment underwritten public offering in which the offering from registration on Form S-3 (or any successor holders of Restricted Stock shall have been entitled to such form), then on such closing date join pursuant to such exerciseSection 3 and in which all shares of Restricted Stock as to which registration shall have been requested shall have been effectively registered and sold.
(b) Promptly following Following receipt of your Registration Noticeany notice under this Section, the Company shall commence immediately notify all holders of Restricted Stock from whom notice has not been received and shall use commercially reasonable efforts to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement register under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period Act, for public sale in accordance with the method of disposition specified by you, provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to in such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offeringnotice from requesting holders, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under of Restricted Stock specified in such notice (and in all notices received by the limitations Company from other holders within 15 days after the giving of Section 14 of this Agreementsuch notice by the Company). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering. If, in subject to the good faith opinion of the Board of Directors approval of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject approval shall not be unreasonably withheld or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was givendelayed. The obligation of the Company under shall be obligated to register Restricted Stock pursuant to this Section 10 on two occasions only, but such obligation shall be deemed satisfied only when a registration statement covering all Option Shares shares of Restricted Stock specified in your Registration Notice and not purchased notices received as aforesaid, for sale in accordance with the method of disposition specified by the Company pursuant to Section 10(f) below requesting holders, shall have become effective and, (X) if the such method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shares shall have been sold pursuant thereto; .
(c) No person other than the Company, its officers, directors, or other stockholders entitled to registration rights under the circumstances shall be entitled to include any securities in any registration statement requested under this Section without the consent of the holders of a majority of the Restricted Stock included in the registration statement, which consent shall not be unreasonably withheld. The Company, its officers, directors, or other stockholders entitled to registration rights under the circumstances shall be entitled to include in any registration statement referred to in this Section, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company or by its officers, directors, or other stockholders entitled to registration rights under the circumstances for its or their own account, except to the extent that, in the opinion of the managing underwriter (Y) if it is such method of disposition shall be an underwritten public offering), confirmed in writing to the Company and the holders requesting inclusion of Restricted Stock in the registration and the underwriting, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. In such event, the number of shares of Common Stock to be registered on behalf of the Company or its officers, directors, and other holders entitled to registration rights under the circumstances, if any, shall be computed as set forth in subsection (d). Except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not such an offeringfile with the Commission any other registration statement with respect to its Common Stock, has remained in effect whether for its own account or that of other stockholders, from the Required Effective Period specified herein or date of receipt of a notice from requesting holders pursuant to this Section 2 until the completion of the period of distribution of the Option Shares covered thereby registration contemplated thereby.
(d) Whenever a registration requested pursuant to this Section is completedfor an underwritten public offering, whichever is shorteronly shares of Common Stock which are to be included in the underwriting may be included in the registration. Notwithstanding the provisions of subsections (b) and (c), if the managing underwriter determines that marketing factors require a limitation of the total number of shares of Common Stock to be underwritten or a limitation of the total number of shares of Common Stock to be sold by the Company or its officers or directors or other stockholders entitled to registration rights under the circumstances, then the number of shares to be included in the registration and the underwriting shall first be allocated among all holders who indicated to the Company their decision to distribute any of their Restricted Stock through such underwriting, in proportion, as nearly as practicable, to the respective number of shares of Restricted Stock requested to be included in the registration and the underwriting by such holders, then the remainder, if any, to the Company or its officers or directors or other stockholders entitled to registration rights under the circumstances, in proportion, as nearly as practicable, to the respective number of shares of Common Stock requested to be included in the registration and the underwriting by the Company or its officers or directors or other stockholders entitled to registration rights under the circumstances. No stock excluded from the underwriting by reason of the managing underwriter's marketing limitation shall be included in such registration. If the Company or its officers or directors or other stockholders entitled to registration rights under the circumstances, as the case may be, determines not to participate in any such underwriting, it, he or she may elect to withdraw therefrom by written notice, within five (5) days of notice to the Company of the managing underwriter's marketing limitation, to the holders of Restricted Stock and the underwriter. The securities so withdrawn from such underwriting shall also be withdrawn from such registration.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Medical Technology Systems Inc /De/), Registration Rights Agreement (Medical Technology Systems Inc /De/)
Required Registration. (a) At any time you after 180 days from the date of the issuance and sale of the Preferred Stock, (i) Doubletree, or (ii) Investors holding at least 50% of the shares of the Preferred Eligible Securities may by notice deliver to the Company (the "Registration Notice") a written request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company shall commence file and use its best efforts to prepare and, unless it elects cause to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file become effective a registration statement under the Securities Act for the sale with respect to such number of the Option Shares Eligible Securities owned by Doubletree or the Investors as shall be specified in such request (a "Registration Notice (less Request"); provided, however, that the Company shall not be obligated to effect any shares to be purchased such registration pursuant to subsection (ii) on behalf of the Investors unless the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $20,000,000. Except as otherwise provided in Section 10(f) below2(b)(iv) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause such registration statement to become effective and remain in effect for effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the Required Effective Period demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand".
(b) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified by youin such Registration Request, providedthe number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof). The Company will also be entitled to include in any registration statement filed pursuant to a Registration Request, howeverfor sale in accordance with the method of disposition specified in such Registration Request, that such number of shares of Common Stock as the Company shall not be required desire to file a "shelf" registration except on Form S-3 (or any successor to such Form)sell for its own account. The "Required Effective Period" shall be If the greater method of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment sale designated is an underwritten public offering, the period required managing underwriter or underwriters must be reasonably acceptable to dispose both the Requesting Holder, or the holders of all a majority of the shares included Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder, and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b), to the extent that, in such registration statement assuming the sale in each three-month period opinion of the maximum number of shares permitted to be sold under underwriter or underwriters (if the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the Company may designate the managing underwriter number of shares of Common Stock to be registered and sold pursuant to such offering. If, in the good faith opinion registration shall be reduced as follows:
(i) The number of the Board shares of Directors of the Company, registration would materially interfere with pre-existing contractual obligations Eligible Securities to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date be registered on which the Registration Notice was given, as in the good faith judgment of the Board of Directors behalf of the Company is necessary in order shall be reduced (to preclude adverse impact upon such financing or other transaction. In the event of such deferralzero, if the necessary);
(ii) The number of shares of Eligible Securities to be registered are on behalf of DeBoxx, xxe Trusts and the Fix Partnership shall be reduced (to zero, if necessary) pro rata according to the number of shares of Eligible Securities held by each; and
(iii) The number of shares of Eligible Securities to be acquired registered on exercise behalf of this Option following Doubletree and the date Investors shall be reduced pro rata according to the number of shares of Eligible Securities held by each; provided, however, that in connection with a Priority Demand the number of shares of Eligible Securities requested to be registered on behalf of the Investors shall only be reduced after the number of shares requested to be registered by Doubletree has been reduced to zero.
(iv) Notwithstanding the foregoing, if in connection with anyRegistration Request made by Doubletree, the number of Eligible Securities requested to be registered by Doubletree shall have been reduced, the number of Registration Requests granted to Doubletree pursuant to clause 2(a) above shall be increased by one.
(v) Notwithstanding the foregoing, if in connection with any Registration Request made by the Investors, the Investors requesting inclusion of Eligible Securities in such registration shall experience a reduction in the number of such Registration NoticeEligible Securities by 10% or more, the date on which number of Registration Requests granted to the Option was exercised shall, for purposes of Section 2 and 7(dInvestors pursuant to clause 2(a) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 above shall be deemed satisfied only when a increased by one.
(vi) In no event shall any registration statement covering all Option Shares specified in your Registration Notice and not purchased of Common Stock by the Company pursuant to Section 10(f(vi)(a) below of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) above.
(c) Notwithstanding the foregoing provisions of this Section 2, the Company shall have become effective and, (X) if not be obligated to file a registration statement at the method demand of disposition you specify is a firm commitment any Holder pursuant to this Section 2 within 180 days following any underwritten public offering, all such Option Shares shall have been sold pursuant thereto; offering of Common Stock or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of securities of the Option Shares covered thereby is completed, whichever is shorterCompany convertible into or exercisable or exchangeable for Common Stock.
Appears in 2 contracts
Samples: Registration Rights Agreement (Candlewood Hotel Co Inc), Registration Rights Agreement (Doubletree Corp)
Required Registration. (a) At any time you may by notice after six months after the Registration Date, if holders of not less than 20% of the Series B Restricted Shares and Series C Restricted Shares, in the aggregate, then outstanding shall, in writing, state that such holders desire to sell Registrable Shares in the Company (public securities markets and request the "Registration Notice") request that it register for sale Corporation to effect the registration under the Securities ActAct of Registrable Shares, in the manner specified in your Registration Notice, all or any portion Corporation shall promptly use its best efforts to effect the registration under the Securities Act of the Option Registrable Shares that have which the Corporation has been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase so requested to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exerciseregister.
(b) Promptly following receipt At any time after six months after the Registration Date, if holders of your Registration Notice, the Company shall commence to prepare and, unless it elects to purchase all not less than 20% of the Option Series D Restricted Shares, in the aggregate, then outstanding shall, in writing, state that such holders desire to sell Registrable Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a public securities markets and request the Corporation to effect the registration statement under the Securities Act for of Registrable Shares, the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and Corporation shall promptly use its best efforts to cause such effect the registration statement under the Securities Act of the Registrable Shares which the Corporation has been so requested to become effective register.
(c) Anything contained in Sections 2(a) and remain in 2(b) to the contrary notwithstanding, the Corporation shall not be obligated to effect for any registration under the Required Effective Period for public sale Securities Act pursuant to Section 2(a) or 2
(b) except in accordance with the method following provisions:
(i) The Corporation shall not be obligated to use its best efforts to file and cause to become effective (A) more than two registration statements initiated pursuant to Section 2(a) on Form S-1 promulgated under the Securities Act or any successor forms thereto, (B) more than two registration statements initiated pursuant to Section 2(b) on Form S-1 promulgated under the Securities Act or any successor forms thereto, (C) any registration statement with respect to which the reasonably anticipated proceeds shall not exceed $5,000,000 or (D) any registration statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days.
(ii) The Corporation may delay the filing or effectiveness of disposition specified any registration statement for a period of up to 90 days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Corporation is engaged, or has fixed plans to engage within 90 days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (B) the Corporation reasonably determines that such registration and offering would interfere with any material transaction involving the Corporation, as approved by youthe Board of Directors.
(iii) With respect to any registration pursuant to this Section 2, the Corporation shall give notice of such registration to any Investor who does not request registration hereunder and to the holders of all Other Shares which are entitled to piggy back registration rights and the Corporation may include in such registration any other Registrable Shares, Primary Shares or Other Shares; provided, however, that if the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be managing underwriter advises the greater of (A) Corporation that the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose inclusion of all of the shares Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration statement assuming would interfere with the sale in each three-month period successful marketing (including pricing) of the maximum Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares requested to be included in such registration pursuant to this Section 2 (or, if necessary, such Registrable Shares pro rata among the holders thereof based upon the number of Registrable Shares requested to be registered by each such holder); and
(B) second, the Primary Shares and any Other Shares which are entitled to piggy back registration rights, in such respective orders as they shall be entitled by contract or, if there is no such contract, pro rata among the holders thereof based on the number of shares permitted requested to be sold under registered by each such party.
(d) At any time before the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offeringregistration statement covering Registrable Shares becomes effective, the Company may designate holders of a majority of the managing underwriter of such offering. IfSeries B Restricted Shares, Series C Restricted Shares and Series D Restricted Shares, in the good faith opinion aggregate, requested to be included in such registration may request the Corporation to withdraw or not to file the registration statement. In that event, if such request of withdrawal shall not have been caused by, or made in response to, the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Board Corporation, the holders shall have used one of Directors their demand registration rights under this Section 2 and the Corporation shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to this Section 2 unless the Company, registration would materially interfere with pre-existing contractual obligations remaining holders shall pay to which the Company is then subject or financing arrangements or other material transactions involving Corporation the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration expenses incurred by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following Corporation through the date of such Registration Notice, the date on which the Option was exercised shall, request. A registration will not count as a demand registration for purposes of Section 2 and 7(d) hereof, be deemed hereof unless the Investors requesting registration are able to register at least 85% of the Registrable Shares requested to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified included in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterregistration.
Appears in 1 contract
Required Registration. On any date after 180 days following --------------------- the Registration Date, if the Corporation shall be requested by the holders (aother than Camelot Stockholders) At any time you may by notice to the Company of at least thirty percent (the "Registration Notice"30%) request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion (on a Common Stock equivalent basis) of the Option Restricted Shares that have been purchased, or will be purchased on or before then outstanding to effect the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for of Registrable Shares, the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and Corporation shall promptly use its best efforts to cause such effect the registration statement under the Securities Act of the Registrable Shares which the Corporation has been so requested to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, register; provided, however, that the Company Corporation shall not be required obligated to effect any registration under the Securities Act except in accordance with the following provisions:
(a) the Corporation shall not be obligated to use its best efforts to file and cause to become effective (i) more than two registration statements initiated pursuant to this Section 2 under which a "shelf" substantial portion of the Registrable Shares requested to be included therein have been effectively sold thereunder, (ii) any registration except statement during any period in which any other registration statement (other than on Form S-3 (S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days or (iii) any registration statement initiated pursuant to this Section 2 unless such Formregistration statement relates to Registrable Shares having a minimum aggregate offering price of $10,000,000 (based on the then current market price or fair value of the Common Stock). The "Required Effective Period" shall be the greater of ;
(Ab) the 180-day Corporation may delay the filing or effectiveness of any registration statement for a period following of up to 90 days after the effective date of a request for registration pursuant to this Section 2 if at the time of such registration statement; and request (Bi) unless the proposed plan Corporation is engaged, or has fixed plans to engage within 90 days of distribution involves the time of such request, in a firm commitment underwritten public offeringoffering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Corporation reasonably determines that such registration and offering would interfere with any material transaction involving the Corporation, as approved by the Board of Directors, provided that the Corporation may only so delay the filing or effectiveness of a registration statement once pursuant to clause (i) above and once pursuant to clause (ii) above; and
(c) with respect to any registration pursuant to this Section 2, the period required Corporation shall give notice of such registration to dispose the Investors who do not request registration hereunder and to the holders of all Other Shares which are entitled to registration rights and the Corporation may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Corporation that the inclusion of the shares all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration statement assuming would interfere with the sale in each three-month period successful marketing (including pricing) of the maximum Registrable Shares proposed to be included in such registration, then the number of shares permitted Registrable Shares, Primary Shares and/or Other Shares proposed to be sold under included in such registration shall be included in the limitations following order:
(i) first, the Registrable Shares requested to be ----- included in such registration pursuant to the demand right above and the Registrable Securities (as defined in the Heller Warrant Purchase Agreements) requested to be included in such registration (or, if necessary, such Registrable Shares and Registrable Securities among the holders thereof based upon the number of Section 14 Registrable Shares and Registrable Securities requested to be registered by each such holder);
(iii) third, the Other Shares that are entitled to ----- registration rights and any Registrable Shares held by the Camelot Stockholders and the Petra/Harbinger Stockholders that are entitled to registration rights (or, if necessary, such Registrable Shares and Other Shares pro rata among the holders thereof based upon the number of this Agreement. such Registrable Shares and Other Shares requested to be registered by each such holder).
(d) If such the method of disposition shall be requested by the holders, pursuant to this Section 2, is an underwritten public offering, the Company may majority of the holders of Registrable Shares to be included therein shall have the right to designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending underwriter shall be a top 15 investment bank as rated by Securities Data Corp. at the time of the Registration Notice is givenrequest.
(e) At any time before the registration statement covering such Registrable Shares becomes effective, the holders of a majority of such Registrable Shares, may request the Corporation to withdraw or not to file the registration statement. In that event, if such request of withdrawal shall not have been caused by, or are made in response to, the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Corporation, such holders shall have used one of their demand registration rights under active consideration this Section 2 and the Corporation shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to this Section 2 unless the remaining holders shall pay to the Corporation the expenses incurred by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following Corporation through the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterrequest.
Appears in 1 contract
Samples: Registration Rights Agreement (Providence Service Corp)
Required Registration. (a) At If at any time you may by notice after the earlier to occur of (i) 120 days after the Company has completed a Public Offering, or (ii) the "Registration Notice"twelve (12) request month anniversary date hereof, one or more holders of at least forty percent (40%) of the Registrable Shares, shall notify the Company in writing that it register or they intend to offer or cause to be offered for public sale any portion or all of the Registrable Shares, the Company will so notify all holders of Registrable Shares. Upon written request of any holder received by the Company within twenty (20) days after written notice is delivered by the Company, the Company will cause all or any part of the Registrable Shares that may be requested by any holder thereof (including the holder or holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.2:
(i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, in ;
(ii) After the manner specified in your Registration Notice, all or any portion of the Option Shares that Company has initiated two such registrations pursuant to this Section 2.2 (counting for these purposes only registrations which have been purchaseddeclared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the holders as to which the holders have not elected to bear the expenses of registration pursuant to Section 2.9 hereof and would, or will be purchased on or before absent such election, have been required to bear such expenses);
(iii) During the effective period starting with the date of such registration statement, or, provided that deferral 60 days prior to the Company's good faith estimate of the date of purchase to filing of, and ending on a date 120 days after the closing effective date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form)of, then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, a Company-initiated initial Public Offering; provided that the Company shall commence to prepare and, unless it elects to purchase is actively employing in good faith all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best reasonable efforts to cause such registration statement to become effective and remain in effect for effective; or
(iv) If the Required Effective Period for public sale in accordance with the method initiating holders propose to dispose of disposition specified by you, provided, however, that the Company shall not Registrable Shares which may be required to file a "shelf" registration except immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof;
(or b) Notwithstanding anything contained in this Section 2.2 to the contrary, if the Company furnishes to the holders of Registrable Shares requesting any successor registration pursuant to such Form). The "Required Effective Period" shall be section, a certificate signed by the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all President of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offeringCompany stating that, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company, such registration would be detrimental to the Company and that it is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation best interests of the Company under this Section 10 to defer the filing of a registration statement, then the Company shall be deemed satisfied only when have the right to defer the filing of a registration statement covering all Option Shares specified in your Registration Notice and with respect to such offering for a period of not purchased more than 120 days from receipt by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completedrequest by the initiating holder; provided, whichever is shorterhowever, that the Company may not exercise such right more than once in any twelve month period.
Appears in 1 contract
Samples: Registration Rights Agreement (Apex Pc Solutions Inc)
Required Registration. (a) At any time you may by notice to the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of Within 30 days from the date of purchase to this Agreement (the closing date of sale of such shares in “Filing Date”), the manner contemplated by Company shall file with the proposed Commission a registration will not disqualify the offering from registration statement on Form S-3 (S-1 or any successor such other form as may be appropriate in order to such form), then on such closing date pursuant permit the Investor to such exercisepublicly sell the Shares.
(b) Promptly following receipt of your Registration NoticeIf: (i) the registration statement is not filed on or prior to the Filing Date; or (ii) the Company fails to cause the registration statement to be declared effective by the Effective Date (any such failure or breach being referred to as an “Event,” and the date on which such Event occurs being referred to as the “Event Date”), then, until the applicable Event is cured, the Company shall commence pay to prepare andthe Investor in cash, unless it elects as liquidated damages and not as a penalty, an amount equal to purchase 1.0% of the total amount invested by the Investor under the Purchase Agreement for each 30 day period (prorated for partial periods), up to a maximum of 10%, during which such Event continues uncured. While such Event continues, such liquidated damages shall be paid not less often than every 30 days. Any unpaid liquidated damages as of the date when an Event has been cured by the Company shall be paid within seven business days following the date on which such Event has been cured by the Company. Provided, however, the foregoing liquidated damages shall not accrue or be otherwise charged during any period in which the Investor may sell all Shares on any given day under Rule 144 or after such Investor has publicly sold its Registrable Securities. Notwithstanding anything herein to the contrary, (x) to the extent that the registration of any or all of the Option Shares specified in such Registration Notice through Registrable Securities by the procedures specified in Section 10(f) below, shall file Company on a registration statement under is prohibited (the Securities Act for “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the sale Commission (including its Division of the Option Shares specified in such Registration Notice (less Corporation Finance or any shares to be purchased other part of its staff) pursuant to Section 10(f) belowits authority with respect to Rule 415 (or successor rule) and shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to has registered at such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of time the maximum number of shares permitted Registrable Securities permissible upon consultation with the Commission (including its Division of Corporation Finance or any other part of its staff), then the liquidated damages described in this Section 2(b) shall not be applicable to such Non-Registered Shares, and (y) if the Registrable Securities cannot be publicly sold under as the limitations result of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors any matter outside of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any ’s control including review of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration Statement by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment Staff of the Board of Directors of Securities and Exchange Commission, than the Company is necessary liquidated damages described in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 2(b) shall not be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant applicable to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterNon-Registered Shares.
Appears in 1 contract
Required Registration. (a) At any time you may by notice to As soon as practicable following the Closing, the Company (shall prepare and file with the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such Commission a shelf registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration statement on Form S-3 (or any successor or other appropriate form) under the Securities Act with respect to the Registrable Securities (the "Registration Statement") and effect all such form)registrations, then on such closing date pursuant to such exercisequalifications and compliances (including, without limitation, obtaining appropriate qualifications under applicable state securities or "blue sky" laws and compliance with any other applicable governmental requirements or regulations) as may reasonably be required in connection with the sale of the Registrable Securities as described herein.
(b) Promptly following receipt of your Registration Notice, the The Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement the Registration Statement to become effective effective, and remain shall maintain the effectiveness of the Registration Statement and other applicable registrations, qualifications and compliances until the first to occur of (i) the first anniversary of the Closing (plus, if applicable, the amount of time that has elapsed during any Suspension Periods, as defined below), or (ii) the date on which all of the Registrable Securities have been disposed of by the Investors.
(c) If at any time after the Registration Statement is declared effective, the Company determines that the sale of the Registrable Securities pursuant to the Registration Statement would require disclosure of information that, in effect the judgment of the Company, cannot be disclosed at that time without other material adverse consequences to the Company, the Investors shall, upon receipt of written notice of that determination, suspend sales of the Registrable Securities for a period (the Required Effective Period for "Suspension Period") beginning on the date of receipt of that notice and expiring on the date upon which the information is disclosed to the public sale or ceases to be material, and in accordance with any case as evidenced by a written notice from the method Company to the Investors to that effect.
(d) Upon written notice from the Company of the happening of any event that makes any statement made in the Registration Statement, related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or which requires the making of any changes in the Registration Statement, prospectus or document so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, each holder of Registrable Securities registered under the Registration Statement shall forthwith discontinue disposition specified of Registrable Securities pursuant to the Registration Statement until (i) receipt of the copies of the supplemented or amended prospectus or (ii) it is advised in writing by youthe Company that the use of the prospectus may be resumed, provided, however, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus. In the event that the Company shall not be required to file a "shelf" registration except on Form S-3 give any notice under this subparagraph (or any successor to such Formd). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate shall use its reasonable efforts and take such actions as are reasonably necessary to end the managing underwriter Suspension Period as promptly as practicable.
(e) In no event shall any holder of such offering. If, in Registrable Securities sell any securities registered under the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which Registration Statement without giving the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty least three (1203) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterbusiness days' prior written notice.
Appears in 1 contract
Required Registration. (a) At any time you may by notice to the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on On or before the effective date of such registration statementAugust 1, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice2002, the Company shall commence use its best efforts to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a shelf registration statement under the Securities Act for the sale registering all of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) Registrable Units and thereupon shall use its best efforts to cause such shelf registration statement promptly to become be declared effective and remain by the Commission under the Securities Act. Such shelf registration statement shall (i) be in effect for such appropriate form of the Required Effective Period for public sale in accordance with the method of disposition specified Commission as shall be selected by you, provided, however, that the Company shall not be required and reasonably acceptable to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; Investors and (Bii) unless the proposed shall contain a broad plan of distribution involves permitted by the Commission as specified by the Majority of Investors, which plan of distribution shall include, without limitation, sales to or through underwriters and dealers (including block trades), directly to one or more purchasers, through agents or through a firm commitment underwritten public offering, the period required to dispose combination of all any of the shares included in such registration statement assuming the sale in foregoing methods, and each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be sale may include sales at a fixed public offering price or prices, at market prices prevailing at the time of sale, at varying prices determined at the time of sale or at negotiated prices. If any such intended method of distribution is an underwritten public offeringPublic Offering, the Company may designate the managing underwriter for such offering, subject to the approval of the Majority of Investors (which approval shall not be unreasonably withheld).
(b) Anything contained in Section 2(a) to the contrary notwithstanding, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective more than one Registration Statement pursuant to Section 2(a). Upon effectiveness of such offering. IfRegistration Statement, in the good faith opinion a Majority of the Board of Directors of Investors shall have right to cause the Company, registration would materially interfere only once, to effect an underwritten Public Offering pursuant to such Registration Statement (with pre-existing contractual obligations the expenses of such Public Offering being incurred as provided in Section 6 hereof); provided, however, that Majority of Investors shall have right to which cause the Company is then subject or financing arrangements or other material transactions involving to effect a second underwritten Public Offering (with the expenses of such Public Offering being incurred as provided in Section 6 hereof) if the Investors participating in the first such Public Offering are unable to sell at least 60% of the Registrable Units requested to be included in such offering as a result of an underwriter's cutback. Such right shall be exercisable by written notice to the Company or any signed by the Majority of its subsidiaries are pending at Investors, which notice must be delivered prior to the time second anniversary of the effective date of the Registration Notice is givenStatement and shall specify the number of Registrable Units proposed to be sold in such underwritten Public Offering. Upon receipt of such notice, the Company will notify the remaining Investors of their right to participate in such offering and will use reasonable efforts (i) to engage one or are under active consideration more underwriters designated by the Company, subject to the approval of the Investors holding a majority of the Registrable Units requested to be included in such offering (which approval shall not be unreasonably withheld), to manage such offering, (ii) to file a prospectus supplement as required under the Securities Act and (iii) otherwise to take all other actions as are customary in connection with such offerings. Such offering shall be at such public offering price with underwriting discounts and commissions as shall be agreed upon by the underwriters and the Investors holding a majority of the Registrable Units requested to be included in such offering.
(ii) the Company may elect delay effecting an underwritten Public Offering pursuant to defer registration Section 2(b)(i) for a period of up to 90 days after the date of a request for such period Public Offering pursuant to Section 2(a) if at the time of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of such request the Company is necessary engaged, or proposes to engage, in order a Material Transaction; provided, that the Company may not utilize this right more than once in any 12-month period; and
(iii) with respect to preclude any registration pursuant to Section 2(a), the Company may include in such registration any Primary Units; provided, however, that if the plan of distribution implemented -------- ------- within such Registration Statement is an underwritten Public Offering and the managing underwriter advises the Company that the inclusion of all Registrable Units, Primary Units proposed to be included in such registration would interfere with the successful marketing of all such securities (in terms of a significant adverse impact upon such financing effect on the price, timing or other transaction. In the event distribution of such deferralsecurities), then the number of Registrable Units, Primary Units proposed by the managing underwriter to be included in such registration shall be included in the following order:
(A) first, the Registrable Units, pro rata based upon the -------- number of Registrable Units owned by each such Investor at the time of such registration; and
(B) second, the Primary Units. Notwithstanding the foregoing, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration NoticeCompany initiates an unwritten Public Offering, the date on which Investors shall be entitled to the Option was exercised shall, for purposes of rights set forth under Section 2 and 7(d3.
(c) hereof, be deemed A request to be the date on which the Registration Notice was given. The obligation of the Company effect an underwritten Public Offering in a registration under this Section 10 2 may be rescinded prior to the pricing of such offering by written notice to the Company from those Investors holding a majority of the Registrable Units to be included in such offering; provided, -------- however, that such rescinded Public Offering shall be deemed satisfied only when a registration statement covering not count as an underwritten ------- Public Offering initiated pursuant to Section 2(b)(i) if (i) the Company shall have been reimbursed (pro rata by the Investors requesting such underwritten Public Offering or in such other proportion as they may agree) for all Option Shares specified in your Registration Notice and not purchased out-of-pocket expenses incurred by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public in connection with such rescinded offering, all such Option Shares shall have been sold pursuant thereto; or (Yii) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution those Investors holding a majority of the Option Shares covered thereby is completed, whichever is shorterRegistrable Units to be included in such offering demonstrate that such rescission was made because of a material adverse change in the business or financial condition of the Company.
Appears in 1 contract
Required Registration. (a) At any time you may beginning six months following the completion of an Initial Public Offering, a Threshold Amount of the Investors may, by notice to written notice, request that the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, Act all or any portion of the Option Shares that have been purchasedshares of Restricted Stock held by such requesting holders (or which would be held by such requesting holders, or will be purchased on or before the effective date of such registration statement, or, provided that deferral upon conversion of the date of purchase to the closing date of Investor Shares and Investor Warrants owned by such requesting holders) for sale of such shares in the manner contemplated by specified in such notice; provided, however, that the proposed registration will Company shall not disqualify the offering from registration on Form S-3 (or any successor be obligated to such form), then on such closing date register Restricted Stock pursuant to such exercise.
request: (bi) Promptly following receipt of your Registration Notice, the Company shall commence subject to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f3(a) below, shall file during the period beginning 30 days prior to the filing, and ending on a date 90 days following the effective date, of a registration statement under filed by the Securities Act Company relating to an underwritten offering only of the Company’s capital stock (other than a registration statement for the sale of the Option Shares specified in such Registration Notice (less any shares Company’s capital stock which does not give rise to be purchased incidental registration rights pursuant to Section 10(f3(a) below) and shall use provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective; or (ii) if the Company, upon the advice of counsel, notifies the requesting Investors that the filing of such a registration statement would require the disclosure of material non-public information about the Company that the Company is not otherwise required to disclose, the disclosure of which could have a material adverse effect on the business or financial condition of the Company, in which event no such registration statement need be filed until the earlier of the lapse of 60 days from the date of the notification of the Company or such information is no longer required to be disclosed, is not material or non-public, or its disclosure would not have a material adverse effect on the business or financial condition of the Company; provided, however, that the Company may not exercise its right under this clause (ii) more than twice in any 12-month period. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to this Section 2 or Section 3 hereof and remain in effect which there shall have been effectively registered all shares of Restricted Stock as to which registration shall have been so requested.
(b) Promptly following receipt of any notice under this Section 2, the Company shall immediately notify all other Investors from whom notice has not been received and shall file and use its reasonable best efforts to have declared effective a registration statement under the Securities Act for the Required Effective Period for public sale sale, in accordance with the method of disposition specified by youin such notice from requesting holders, provided, however, that of the Company shall not be required to file a "shelf" registration except on Form S-3 number of shares of Restricted Stock specified in such notice (or and in any successor to such Form). The "Required Effective Period" shall be notices received from other holders of Restricted Stock within 15 days after the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless notice from the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this AgreementCompany). If such method of disposition shall be an underwritten public offering, the Company Investors participating in such registration who own a majority in interest of the Restricted Stock to be included in such registration by such Investors may designate the managing underwriter of such offering. If, in subject to the good faith opinion of the Board of Directors approval of the Company, registration would materially interfere with pre-existing contractual obligations which approval shall not be unreasonably withheld. The number of shares of Restricted Stock to which be included in such an underwriting may be reduced (pro rata among all holders requesting, under this Section 2, to participate in such registration) if and to the Company is then subject or financing arrangements or other material transactions involving extent that the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment managing underwriter shall be of the Board of Directors opinion that such inclusion would adversely affect the marketing of the Company is necessary in order securities to preclude adverse impact upon such financing or other transactionbe sold therein. In With respect to the event of such deferralpreceding sentence, if the shares Company elects to reduce pro rata the amount of Restricted Stock proposed to be registered are to be acquired on exercise of this Option following offered in the date of such Registration Notice, the date on which the Option was exercised shallunderwriting, for purposes of Section 2 making any such reduction, each holder of Restricted Stock which is a partnership, together with the affiliates, partners, employees, retired partners and 7(d) hereofretired employees of such holder, the estates and family members of any such partners, employees, retired partners and retired employees and of their spouses, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “person”, and any pro rata reduction with respect to such “person” shall be based upon the date on which aggregate number of shares of Restricted Stock owned by all entities and individuals included as such “person,” as defined in this sentence (and the Registration Notice was givenaggregate number so allocated to such “person” shall be allocated among the entities and individuals included in such “person” in such manner as such holder of Restricted Stock may reasonably determine). The obligation of the Company shall be obligated to register Restricted Stock pursuant to requests made under this Section 10 2 on two occasions only; provided, however, that as to such occasion such obligation shall be deemed satisfied only when a registration statement covering all Option Shares shares of Restricted Stock specified in your Registration Notice and notices received as aforesaid (or such lesser number of shares (but not purchased less than 75% for the shares of Restricted Stock specified in such notice) as may have been determined by the Company pursuant to Section 10(f) below managing underwriter), for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, (X) if the such method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shares shall have been sold pursuant thereto; or .
(Yc) if it The Company shall be entitled to include in any registration statement referred to in this Section 2 for which the method of distribution is not such an underwritten public offering, has remained for sale in effect accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, except as and to the Required Effective Period specified herein extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as set forth in this Section 2, no securities shall be included in any registration statement referred to in this Section 2 without the prior written consent of the holders of a majority in interest of the Investors’ Restricted Stock requested to be included in such registration. Except with respect to registration statements on Form S-4 or S-8 or a registration statement contemplated by the first sentence of this Section 2(c), the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 2 until the completion of the period of distribution of the Option Shares covered thereby is completed, whichever is shorterregistration contemplated thereby.
Appears in 1 contract
Required Registration. (a) At any time you may by notice to On or about April 1, 2021 (the “Filing Date”), the Company (shall file with the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such Commission a registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration statement on Form S-3 (or any successor such other form as may be appropriate in order to such form), then on such closing date pursuant permit the Investor to such exercisepublicly sell its shares of Common Stock issuable under the Consulting Agreement.
(b) Promptly following receipt of your Registration NoticeIf: (i) the registration statement is not filed on or prior to the Filing Date; or (ii) the Company fails to cause the registration statement to be declared effective by the Effective Date (any such failure or breach being referred to as an “Event,” and the date on which such Event occurs being referred to as the “Event Date”), then, until the applicable Event is cured, the Company shall commence pay to prepare andthe Investor, unless it elects in cash, or in Common Stock at Fair Market Value at the Company’s option, as liquidated damages and not as a penalty, an amount equal to purchase 1.0% of the Agreed Value for each 30 day period (prorated for partial periods), up to a maximum of 6%, during which such Event continues uncured. While such Event continues, such liquidated damages shall be paid not less often than every 30 days. Any unpaid liquidated damages as of the date when an Event has been cured by the Company shall be paid within seven Trading Days following the date on which such Event has been cured by the Company. Notwithstanding anything herein to the contrary, to the extent that the registration of any or all of the Option Shares specified in such Registration Notice through Registrable Securities by the procedures specified in Section 10(f) below, shall file Company on a registration statement under is prohibited (the Securities Act for “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the sale Commission (including its Division of the Option Shares specified in such Registration Notice (less Corporation Finance or any shares to be purchased other part of its staff) pursuant to Section 10(f) belowits authority with respect to Rule 415 (or successor rule) and shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to has registered at such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of time the maximum number of shares permitted to be sold under Registrable Securities permissible upon consultation with the limitations Commission (including its Division of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company Corporation Finance or any other part of its subsidiaries are pending at staff), then the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, liquidated damages described in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 2(b) shall not be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant applicable to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterNon-Registered Shares.
Appears in 1 contract
Samples: Registration Rights Agreement (Ecoark Holdings, Inc.)
Required Registration. On any date after three (3) months following the Registration Date, if holders representing not less than 50% of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Corporation to effect the registration under the Securities Act of Registrable Shares, the Corporation shall promptly use its best efforts to effect the registration under the Securities Act of the Registrable Shares which the Corporation has been so requested to register; provided, however, that the Corporation shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions:
(a) At the Corporation shall not be obligated to use its best efforts to file and cause to become effective (i) more than one registration statement initiated pursuant to this Section 2 in any time you may by notice six-month period, (ii) more than two registration statements initiated pursuant to the Company (the "Registration Notice") request that it register for sale this Section 2 on Form S-1 promulgated under the Securities Act, in the manner specified in your Registration Notice, all Act or any portion of the Option Shares that have been purchasedsuccessor from thereto, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from (iii) any registration on Form S-3 (or any comparable or successor to such form)) until the Corporation has qualified for use thereof, then at which time there shall be no limit on such closing date the number of registrations on Form S-3 that the holder may request or (iv) any registration statements during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to such exercisewhich Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the 90 days.
(b) Promptly following receipt the Corporation may delay the filing or effectiveness of your Registration Noticeany registration statement for a period of up to 90 days after the date of a request for registration pursuant to this Section 2 if at the time of such request (i) the Corporation is engaged, the Company shall commence or has fixed plans to prepare and, unless it elects to purchase all engage within 90 days of the Option time of such request, in a firm commitment underwritten public offering of Primary Shares specified in such Registration Notice through which the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale holders of the Option Registrable Shares specified in such Registration Notice (less any shares to be purchased may include Registrable Shares pursuant to Section 10(f3 or (ii) below) and shall use its best efforts to cause the Corporation reasonably determines that such registration statement to become effective and remain in effect for offering would interfere with any material transaction involving the Required Effective Period for public sale in accordance with Corporation, as approved by the method Board of disposition specified by youDirectors, provided, however, that the Company Corporation may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of 120 days after the date of a request for registration pursuant to this Section 2.
(c) with respect to any registration pursuant to this Section 2, the Corporation shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date give notice of such registration statement; and (B) unless to the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose holders of all Other Shares which are entitled to registration rights and the Corporation may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Corporation that the inclusion of the shares all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration statement assuming would interfere with the sale in each three-month period successful marketing (including pricing) of the maximum Registrable Shares proposed to be included in such registration, then the number of shares permitted Registrable Shares, Primary Shares and/or Other Shares proposed to be sold under the limitations of Section 14 of this Agreement. If included in such method of disposition registration shall be an underwritten public offeringincluded in the following order:
(i) first, the Company may designate the managing underwriter of Registrable Shares requested to be included in such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferralor, if necessary, such Registrable Shares pro rata among the shares holders thereof based upon the number of Registrable Shares requested to be registered by each such holder);
(ii) second, the Primary Shares; and
(iii) third, the Other Shares which are entitled to registration rights.
(d) At any time before the registration statement covering Registrable Shares become effective, the holders of a majority of such shares may request the Corporation to withdraw or not to file the registration statement. In that event, if such request of withdrawal shall not have been caused by, or made in response to, the material adverse effect of an event on the business, properties, conditions, financial or otherwise, or operations of the Corporation, the holders shall have used their demand registration right under this Section 2 and the Corporation shall no longer be acquired on obligated to register Registrable Shares pursuant to the exercise of such registration right pursuant to this Option following Section 2 unless the remaining holders shall pay to the Corporation the expenses incurred by the Corporation through the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterrequest.
Appears in 1 contract
Required Registration. (a) At any time you after the Effective Date, any Shareholders (the “Selling Shareholders”) may by notice to request the Company (the "Registration Notice") request that it to register for sale under the Securities Act, Act at least the Minimum Number of Shares (the “Registrable Shares”) for sale in the manner specified in your Registration Noticesuch notice. The Selling Shareholders shall be entitled to select the lead managing underwriter for any request made under this Section 8.1, all or any portion of which underwriter shall be reasonably satisfactory to TEMPR and ClearComm. Notwithstanding anything to the Option Shares that have been purchasedcontrary contained herein, or will the Company shall not be purchased on or before required to cause a registration statement requested hereunder to become effective prior to one hundred eighty (180) days following the effective date of such the most recent registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify Company of securities under the offering from registration Securities Act (other than on Form S-3 (S-4 or S-8 or any successor to such formforms), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, ; provided, however, that the Company shall use all commercially reasonable efforts to achieve such effectiveness promptly following such one hundred eighty (180) day period if the Selling Shareholders’ request has been made prior to the expiration of such one hundred eighty (180) day period. The Company shall not be required to file a "shelf" effect more than one registration except on Form S-3 (or any successor pursuant to such Formthis Section 8.1(a). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when have filed a registration statement covering all Option Shares specified in your Registration Notice and not purchased by upon the Company request of the Selling Shareholders pursuant to this Section 10(f) below 8.1(a), and a Selling Shareholder subsequently shall have become effective andwithdrawn such request for registration (other than as a result of the delays contemplated by Section 8.1(b)), such withdrawn registration shall constitute the one demand registration permitted by such Selling Shareholder pursuant to this Section 8.1(a).
(Xb) if The Selling Shareholders shall bear and pay all expenses incurred in connection with the method registration, filing or qualification of disposition you specify is a firm commitment underwritten public offeringRegistrable Shares pursuant to this Section 8.1, including, without limitation, all such Option Shares shall have been sold pursuant registration, filing and qualification fees, printing and accounting fees relating or apportionable thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution fees and disbursements of the Option Shares covered thereby is completedcounsel, whichever is shorterunderwriting discounts and commissions.
Appears in 1 contract
Required Registration. (a) At any time you may by notice to beginning six months after a registration statement covering a public offering of securities of the Company (the "Registration Notice") request that it register for sale under the Securities ActAct shall have become effective, in the manner specified in your Registration Notice, holders of Registerable Stock constituting at least 25% of the total shares of Registerable Stock then outstanding may request the Company to register under the Securities Act all or any portion of the Option Shares that have been purchasedshares of Registerable Stock held by such requesting holder or holders for sale in the manner specified in such notice. In addition, at any time following the second anniversary of the date of this Agreement, if a registration statement on Form S-1 has not yet become effective, the holders of Registerable Stock constituting more than 50% of the total shares of Registerable Stock then outstanding may request the Company to register under the Securities Act all or will any portion of the shares of Registerable Stock held by such requesting holder or holders for sale in the manner specified in such notice. Notwithstanding anything to the contrary contained herein, no request may be purchased on or before made under this Section 3 within 120 days after the effective date of such a registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated statement filed by the proposed registration will Company covering a firm commitment underwritten public offering; provided, however, that this limitation shall not disqualify be utilized by the offering from registration Company to deny the request of holders of Registerable Stock on Form S-3 (or more than one occasion in any successor to such form), then on such closing date pursuant to such exercisetwelve month period.
(b) Promptly following Following receipt of your Registration Noticeany notice under this Section 3, the Company shall commence to prepare and, unless it elects to purchase immediately notify all holders of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) Registerable Stock from whom notice has not been received and shall use its best efforts to cause such registration statement to become effective and remain in effect for register under the Required Effective Period Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Registerable Stock specified in such notice (and in all notices received by you, the Company from other holders within 30 days after the giving of such notice by the Company). The Company shall be obligated to register Registerable Stock pursuant to this Section 3 on two occasions only; provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares shares of Registerable Stock specified in your Registration Notice and not purchased notices received as aforesaid, for sale in accordance with the method of disposition specified by the Company pursuant to Section 10(f) below requesting holders, shall have become effective and, (X) if the such method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shares shall have been sold pursuant thereto; .
(c) The Company shall be entitled to include in any registration statement referred to in this Section 3, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account or for sale by others, except as and to the extent that, in the opinion of the managing underwriter (Y) if it is such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registerable Stock to be sold. Except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not such an offeringfile with the Commission any other registration statement with respect to its Common Stock, has remained in effect whether for its own account or that of other stockholders, from the Required Effective Period specified herein or date of receipt of a notice from requesting holders pursuant to this Section 3 until the completion of the period of distribution of the Option Shares covered thereby is completed, whichever is shorterregistration contemplated thereby.
Appears in 1 contract
Required Registration. (a) At Subject to Sections 2(b) and 2(d), if the Company shall be requested by (i) a Majority of Shareholders at any time you may or (ii) by notice a majority of MFI Shareholders at any time prior to the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral first anniversary of the date of purchase this Agreement, to effect the closing date registration under the Securities Act of sale Registrable Shares, the Company shall use its reasonable best efforts promptly to effect the registration under the Securities Act of such shares in the manner contemplated by Registrable Shares which the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor Company has been so requested to such form), then on such closing date pursuant to such exerciseregister.
(b) Promptly following receipt of your Registration Noticeafter receiving such request pursuant to Section 2(a) above, the Company shall commence provide written notice thereof to prepare andall Shareholders (other than the Shareholders that made the request pursuant to Section 2(a) above). Any Shareholder may, unless it elects to purchase all within 15 Business Days of the Option date of such notice by the Company, give written notice to the Company that such Shareholder wishes to participate in the proposed registration and shall specify the number of Registrable Shares specified such Shareholder desires to include in such Registration Notice through the procedures specified registration.
(c) Anything contained in Section 10(f2(a) belowto the contrary notwithstanding, the Company shall file a not be obligated to effect any registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f2(a) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale except in accordance with the method following provisions:
(i) the Company shall not be obligated to file and cause to become effective any Registration Statement during any period in which any other Registration Statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days;
(ii) the Company may delay the filing or effectiveness of disposition specified by youany Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within 90 days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (B) a Material Transaction exists at such time, provided that the Company may only so delay the filing or effectiveness of a particular Registration Statement once pursuant to this Section 2(c)(ii);
(iii) at any time prior to the effectiveness of a Registration Statement, the Company may, in its sole discretion, convert a registration pursuant to Section 2 into a registration pursuant to Section 3, in which case the provisions (including those governing inclusion of shares) set forth in Section 3 shall apply and such registration so converted will not count as a registration pursuant to this Section 2;
(iv) with respect to any registration pursuant to this Section 2, the Company may include in such registration any Primary Shares, Other Securities and/or other securities; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares, Other Securities and/or other securities proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares; Primary Shares, Other Securities and/or other securities proposed to be included in such registration shall be included in the following order:
(A) FIRST, all Registrable Shares requested to be included in such registration by (1) the Majority of Shareholders or Majority of MFI Shareholders (as the case may be) who requested such registration pursuant to Section 2(a) and (2) the other Shareholders who requested the inclusion of their Registrable Shares in such registration pursuant to Section 2(b), pro rata among all such Shareholders based on the number of Registrable Shares owned by each such Shareholder;
(B) SECOND, the Primary Shares;
(C) THIRD, the Other Securities; and
(D) FOURTH, other securities requested to be registered pursuant to agreements providing registration rights to other Persons;
(v) at any time before the Registration Statement covering Registrable Shares becomes effective, the Shareholder or group of Shareholders which requested such registration pursuant to Section 2(a) may request the Company to withdraw or not to file the Registration Statement; and
(vi) the Company may, at its sole option, elect to satisfy a request for a Demand Registration pursuant to Section 2(a) on Form S-2 or Form S-3 promulgated under the Securities Act (or any successor forms thereto), if such forms are then available to the Company.
(d) Notwithstanding any provision of this Agreement to the contrary, the Company shall not be required obligated to file a register any MFI Shares under this Agreement (whether under Section 2, 3 or 4) except as follows: (i) forty percent (40%) of the MFI Shares shall constitute Registrable Shares for all purposes of this Agreement (the "shelf" registration except on Form S-3 (or any successor to such FormBase Shares"). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (Bii) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all MFI Shares in excess of the shares included Base Shares may constitute Registrable Shares hereunder if, but only if, approved in such registration statement assuming advance by the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion Chairman of the Board of Directors the Company in writing, it being understood that such approval may be granted or withheld by the Chairman in his sole, absolute and binding discretion, and which approval may be granted on any number of shares as determined by the Chairman. The right to register shall be pro rata among all MFI Shareholders; provided, however, that if any MFI Shareholder does not participate to the full extent of its pro rata share, then the participating MFI Shareholders shall have the right to register that amount of additional shares. The Base Shares must include the shares contained in the Tax Audit Escrow Fund (as defined in the Merger Agreement), which must also be the first shares of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be Base Shares registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterhereunder.
Appears in 1 contract
Samples: Registration Rights Agreement (Chase Venture Capital Associates L P)
Required Registration. (a) At any time you may by notice 2.1. The Company shall use best efforts to file a Registration Statement on Form F-3 covering the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion resale of the Option Shares that have been purchased, or will be purchased on or before Registrable Securities within six months from the effective date Closing.
2.2. In the case of such any registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date effected pursuant to such exercise.
(b) Promptly following receipt of your Registration Noticethis Section 2, the Company shall commence have the right to prepare anddesignate the managing underwriter(s), unless it elects if any, in any underwritten offering, subject to purchase all the reasonable prior approval of the Option Shares specified Shareholders.
2.3. The Company, the Shareholders and all Holders participating in such Registration Notice through underwritten registration shall enter into an underwriting agreement in customary form with the procedures specified in Section 10(f) below, shall file underwriter or underwriters selected for such underwriting.
2.4. If the underwriter of a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased being made pursuant to Section 10(f) below) 2 advises the Shareholders or the Holders in writing that marketing factors require a limitation of the number of Registrable Securities to be included in such underwritten registration, then the Shareholders and the Holders wishing to participate in such underwritten registration shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, provided, however, that the be cut back on a pro-rata basis.
2.5. The Company shall not be required to file effect more than one (1) registration pursuant to Section 2. If the Company shall be eligible to use a "shelf" registration except statement on Form S-3 (or F-3 in connection with the - 2 - any successor to registration under this Section 2, such Form)registration may be effected by the Company on Form F-3.
2.6. The "Required Effective Period" shall be the greater Company may not cause any other registration of securities for sale for its own account (Aother than a registration effected solely to implement an employee benefit plan) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under initiated after the limitations of registration requested pursuant to this Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations 2 and to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of become effective less than one hundred and twenty (120) days from after the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the effective date of such Registration Noticea registration made pursuant to this Section 2.
2.7. The Shareholders may request to withdraw the registration under this Section 2, the date on which the Option was exercised shall, for purposes of Section 2 at any time and 7(d) hereof, shall not be deemed to be the date on which the Registration Notice was given. The obligation of the Company have exhausted any rights to make a registration under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified 2 in your Registration Notice and not purchased by the future, provided that he reimburses the Company pursuant to Section 10(f) below shall have become effective andfor all of its costs and expenses incurred in connection with such withdrawn demand registration (collectively, (X) "COMPANY EXPENSES"), if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have registration has in fact been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shortercancelled.
Appears in 1 contract
Samples: Registration Rights Agreement (Telvent Investments, S.L.)
Required Registration. (a) At any time you may by notice to the Company (the "Registration Notice") request that it register for sale under the Securities Act, Unless otherwise instructed in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated writing by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration NoticeInvestor, the Company shall, on or prior to 45 calendar days after the issuance of the Shares (as defined in the Financing Agreement), file with the Commission a Shelf Registration Statement (except if the Company is not then eligible to use Form S-3, in which case such registration statement shall commence be on another appropriate form) (the “Registration Statement”) relating to prepare the offer and sale of the Registrable Securities and, unless it elects thereafter, shall use its commercially reasonable efforts to purchase all of the Option Shares specified in cause such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement Statement to be declared effective under the Securities Act for as soon as practicable and in any event on or prior to 135 calendar days after the sale issuance of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, Shares; provided, however, that the Company shall not be required obligated to file effect any such registration, qualification or compliance pursuant to this Section 2.1 (1) if the Company shall furnish to the Investor a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be certificate signed by the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all Chief Executive Officer of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company is necessary and its shareholders for such registration statement to be effected at such time because the filing thereof would require premature disclosure of a potential transaction or transactions (a “Potential Transaction”), in which event the Company shall have the right to defer the filing of such registration statement for a period of not more than 60 days; provided, however, that the Company shall not utilize this right more than once in any 270 day period; or (2) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. Subject to any modifications that are responsive to comments, rules or regulations of the SEC, the Registration Statement will include a customary plan of distribution.
(b) The Company shall use its reasonable best efforts to:
(i) keep the Registration Statement continuously effective in order to preclude adverse impact upon such financing or other transaction. In permit the event of such deferral, if the shares Prospectus to be registered are to be acquired on exercise usable by the Investor for resales of this Option following Registrable Securities until the date earlier of such Registration Notice, (A) the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which sale under the Registration Notice was given. The obligation Statement of all the Registrable Securities registered thereunder, and (B) the expiration of the holding period applicable to such Registrable Securities held by persons that are not affiliates of the Company under this Section 10 Rule 144(k) of the Securities Act or any successor previously subject to specific permitted exceptions (such period being referred to herein as the “Effectiveness Period”);
(ii) promptly prepare and file with the SEC such amendments and supplements to the Registration Statement and the Prospectus as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement;
(iii) register and qualify the Registrable Securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be deemed satisfied only reasonably requested by the Investor, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(iv) furnish to the Investor such number of copies of Prospectuses and such other documents as the Investor from time to time may reasonably request in order to facilitate the disposition of Registrable Securities owned by the Investor;
(v) notify the Investor of Registrable Securities covered by such Registration Statement at any time when a registration Prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement covering of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(vi) cause all Option Shares specified in your Registration Notice and not purchased such Registrable Securities registered pursuant to Section 2.1 to be listed on each securities exchange on which similar securities issued by the Company pursuant are then listed;
(vii) provide Investor’s counsel a copy of such Registration Statement, prior to Section 10(ffiling with the SEC, furnish Investor’s counsel a copy of any amendments and supplements concurrently with filing with the SEC and as promptly as practicable provide such counsel with any comment letters or similar notices received by the Company from the SEC with respect thereto; and
(viii) below shall have become effective and, (X) if the method of disposition you specify is provide a firm commitment underwritten public offering, transfer agent and registrar for all Registrable Securities registered hereunder a CUSIP number for all such Option Shares shall have been sold pursuant thereto; or (Y) if it is Registrable Securities, in each case not such an offering, has remained in effect for later than the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterTime.
Appears in 1 contract
Samples: Registration Rights Agreement (Cell Therapeutics Inc)
Required Registration. (a) At If the Company shall receive from (i) Eagle, at any time you may by notice after the conversion of the Series A Preferred Stock into Common Stock in accordance with the Certificate of Designations, or (ii) First Reserve, at any time after October 25, 2012, a written request (a “Demand Registration Request” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request or any similar request pursuant to this Agreement shall be known as the “Initiating Holder(s)”) that the Company file a registration statement with respect to the Holders’ Registrable Shares, then the Company shall, within five (5) days of the "Registration receipt thereof, give written notice of such request to all Stockholders (a “Demand Exercise Notice") request that it register for sale ”), and subject to the limitations of this Section 2.1, use its commercially reasonable efforts to effect, as soon as reasonably practicable, the registration under the Securities Act, in the manner specified in your Registration Notice, all or any portion Act of the Option sale of all Registrable Shares that the Holders request to be registered. Notwithstanding anything to the contrary in this Agreement, the Initiating Holders may request that the Company register the sale of such Registrable Shares on an appropriate form, including a Shelf Registration Statement (so long as the Company is eligible to use Form S-3) and, if the Company is a WKSI, an Automatic Shelf Registration Statement. The Company shall not be obligated to take any action to effect any such registration:
(i) after it has effected twelve (12) such registrations pursuant to this Section 2.1, and such registrations have been purchaseddeclared or ordered effective; provided neither First Reserve nor Eagle, or will be purchased on or before the effective date of acting individually, may make more than six (6) Demand Registration Requests where such registration statement, or, provided statements have been declared or become effective;
(ii) within three (3) months of a registration pursuant to this Section 2.1 that deferral has been declared or ordered effective;
(iii) during the period starting with the date sixty (60) days prior to its good faith estimate of the date of purchase to filing of, and ending on a date one hundred eighty (180) days after the closing effective date of sale of such shares in the manner contemplated by the proposed of, a Company-initiated registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file other than a registration statement under the Securities Act for relating solely to the sale of securities to employees of the Option Shares specified in such Registration Notice (less any shares to be purchased Company pursuant to Section 10(f) below) and shall use its best a stock option, stock purchase or similar plan or to a Commission Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and remain effective;
(iv) where the anticipated aggregate offering price of all securities included in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, provided, however, that such offering is equal to or less than fifty million dollars ($50,000,000); or
(v) if the Company shall not be required furnish to file the Initiating Holders a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be certificate signed by the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all President of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as stating that in the good faith judgment of the Board of Directors the Company it would be seriously detrimental to the Company and its equity holders for such registration statement to be filed at the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that the Company shall not defer its obligation in this manner more than once in any twelve (12) month period.
(b) The Company, subject to Section 2.3 and Section 2.8, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holders and (y) the Registrable Securities of any other Holder of Registrable Securities, in each case that have made a written request to the Company for inclusion in such registration pursuant to Section 2.1 (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Participating Holder) within thirty (30) days after the receipt of the Demand Exercise Notice (or fifteen (15) days if, at the request of the Initiating Holders, the Company states in such written notice or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form S-3).
(c) At any time before the registration statement covering such Registrable Shares becomes effective, First Reserve (where First Reserve is an Initiating Holder) or Eagle (where Eagle is an Initiating Holder) may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made in response to, in each case as determined by First Reserve or Eagle, as the case may be, in good faith (i) a material adverse effect or a similar event related to the business, properties, condition, or operations of the Company is necessary in order not known (without imputing the knowledge of any other Person to preclude adverse impact upon such financing holders) by First Reserve or Eagle, as the case may be, at the time its request was made, or other transaction. In material facts not known to First Reserve or Eagle, as the event of such deferralcase may be, if at the shares to be registered are to be acquired on exercise of this Option following time its request was made, or (ii) a material adverse change in the date of such Registration Noticefinancial markets, First Reserve or Eagle, as the date on which the Option was exercised shallcase may be, for purposes of Section 2 and 7(d) hereof, shall be deemed to be have used one of its registration rights under Section 2.1(a); provided, however, that such withdrawn registration shall not count as a requested registration pursuant to Section 2.1(a) if the date on Company shall have been reimbursed for all out-of-pocket expenses incurred by the Company in connection with such withdrawn registration.
(d) To the extent an automatic shelf registration statement has been filed under Section 2.1, the Company shall use commercially reasonable efforts to remain a WKSI and not become an ineligible issuer (as defined in Rule 405 under the Securities Act) during the period during which such automatic shelf registration statement is required to remain effective. If the Registration Notice was given. The obligation automatic shelf registration statement has been outstanding for at least three years, at the end of the third year the Company under this Section 10 shall be deemed satisfied only when refile a new automatic shelf registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Registrable Securities that remain unsold. If at any time when the Company pursuant is required to Section 10(f) below re-evaluate its WKSI status, the Company determines that it is not a WKSI, the Company shall have become effective use commercially reasonable efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective during the period during which such registration statement is required to be kept effective.
(Xe) if If, after it has become effective, (i) such registration statement has not been kept continuously effective for a period of at least 180 days (or such shorter period which will terminate when all the method of disposition you specify is a firm commitment underwritten public offering, all Registrable Shares covered by such Option Shares shall registration statement have been sold pursuant thereto; ), (ii) such registration requested pursuant to Section 2.1(a) becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, or (Yiii) if it is the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived, other than by reason of some act or omission by the Participating Holders, such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterregistration shall not count as a requested registration pursuant to Section 2.1(a).
Appears in 1 contract
Samples: Registration Rights Agreement (Midstates Petroleum Company, Inc.)
Required Registration. (a) At any time you may by notice to Whenever the Company (the "Registration Notice") shall receive a written request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all therefor from any holder or any portion holders of at least 10% of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration NoticeRegistrable Stock, the Company shall commence to promptly prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall and file a registration statement under the Securities Act for covering the sale Registrable Stock which is the subject of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) request and shall use its best efforts to cause such registration statement to become effective and remain in effect for as expeditiously as possible. Upon the Required Effective Period for public sale in accordance with the method receipt of disposition specified by yousuch request, provided, however, that the Company shall not promptly give written notice to all holders of Registrable Stock that such registration is to be required to file a "shelf" registration except on Form S-3 (or any successor to such Form)effected. The "Required Effective Period" Company shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included include in such registration statement assuming such Registrable Stock for which it has received written requests to register such shares by the sale in each three-month period holders thereof within thirty (30) days after the effectiveness of the maximum number of shares permitted Company's written notice to be sold under such other holders. Notwithstanding the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offeringforegoing, the Company may designate delay the managing underwriter filing of such offering. If, in the good faith opinion a registration statement under this Section 11(a) (other than a registration statement required to be filed pursuant to Section 2.9 of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration Loan Agreement) for such a period of timeup to sixty (60) days, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as if in the good faith judgment of the Board of Directors of the Company such filing would interfere with pending confidential, nonpublic material negotiations that the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was givenengaged in. The obligation of the Company under shall not be obligated to prepare, file and cause to become effective more than two (2) registration statements pursuant to this Section 10 shall be deemed satisfied only when a 11(a) (excluding therefrom any registration statement covering all Option Shares specified in your Registration Notice which is withdrawn prior to effectiveness or otherwise and not purchased by the Company excluding therefrom any registration statement pursuant to Section 10(f) below shall have become effective and2.9 of the Loan Agreement). If, (X) in the good faith judgment of the managing underwriter, if the method any, of disposition you specify is a firm commitment underwritten such public offering, the inclusion of all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares Registrable Stock covered thereby is completedby requests for registration pursuant to this Section 11(a) would materially and adversely affect the successful marketing of a lesser amount of Registrable Stock, whichever is shorter.after giving priority to the shares of Registrable Stock over all other persons who may participate in such registration, the number of shares of Registrable Stock otherwise to be included in the underwritten public offering shall be reduced to the required level with the participation in such offering to be pro rata among the holders of Registrable Stock requesting such registration, based upon the number of shares of Registrable Stock owned by such holders; and those shares which are excluded from the underwritten public offering shall be withheld from the market by the holders thereof for a period, not to exceed ninety (90) days, which the managing underwriter
Appears in 1 contract
Required Registration. (a) At any time you may by notice to Within forty five (45)days after the Last Closing (as defined in the Subscription Agreement) of the Offering, the Company shall file a registration statement (the "Registration NoticeStatement") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such other suitable form), covering the resale of all shares of Registrable Securities then on such closing date pursuant to such exerciseoutstanding.
(b) Promptly following receipt of your The Registration Notice, the Company Statement shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file be prepared as a "shelf" registration statement under Rule 415, and shall be maintained effective until the Securities Act for earlier of (i) the sale of date that the Option Shares specified distribution described in such the Registration Notice Statement is completed or (less any shares to be purchased ii) the date that Common Stock covered by the Registration Statement is immediately transferable, without volume limitations, pursuant to Section 10(f) below) and Rule 144 or another available exemption under the Act. The Company shall use its best efforts to cause such registration statement to become have the Registration Statement declared effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 within one hundred five (or any successor to such Form). The "Required Effective Period" shall be the greater of (A105) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all days of the shares included Last Closing, and shall in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time event have the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of Statement declared effective within one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board Last Closing.
(c) The Holders have the right to convert the Preferred Stock into Common Stock pursuant to the terms of Directors the Subscription Agreement and the Certificate of Designation of Series A Preferred Stock of the Company is necessary in order and sell the Common Stock under Regulation S and applicable exemptions until such time that the Registration Statement becomes effective.
(d) Notwithstanding anything to preclude adverse impact upon such financing the contrary contained herein, any Holder (together with any assignee of its rights) (collectively referred to as "Excluded Holders") shall be entitled, by written notice to the Company delivered at any time prior to the filing of the Registration Statement contemplated by this Section 2, to elect to have the Registrable Securities issued or other transactionissuable to it excluded from the Registration Statement. In the event a Holder elects not to have its Registrable Securities included in the Registration Statement, the Holder shall, nonetheless, and notwithstanding anything herein to the contrary, have the right (i) upon written notice to the Company from Holders of at least twenty-five (25%) of the Registrable Securities not subject to another registration statement then on file with the Securities and Exchange Commission, at any time following the expiration of the seventy five (75) day period following the Last Closing, to cause the Company to effect a Demand Registration (as defined in Section 3) registering the Registrable Securities held by such Holders on Form S-3 (or other suitable form, subject to the approval of such deferralHolders), if the shares to be registered are to be acquired on exercise of this Option and (ii) at any time following the date expiration of such the thirty (30) day period following the Due Date, to have its shares included in any Piggyback Registration Notice(as defined in Section 4), in each case in accordance with the provisions of Sections 3 and 4 hereof. In connection with a Demand Registration initiated by the Excluded Holders under this Subsection 2(d), the date on which the Option was exercised shall, for purposes Company shall pay all costs and expenses of Demand Registration in accordance with Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given9. The obligation of the Company under this Section 10 Excluded Holders' rights to include their Registrable Securities in a Piggyback Registration or a Demand Registration shall be deemed satisfied only when a registration statement covering all Option Shares specified limited to those instances in your Registration Notice and which their Registrable Securities are not purchased by the Company otherwise immediately transferable pursuant to Section 10(f) below shall have become effective and, (X) if Rule 144 or another available exemption under the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterAct.
Appears in 1 contract
Required Registration. (a) At any time you may by notice to Upon receipt of a written request (a "REGISTRATION REQUEST") from either the Charterhouse Investors or the MSDW Investors requesting that the Company (effect the "Registration Notice") request that it register for sale registration of Registrable Securities under the Securities ActAct and specifying the intended method or methods of disposition thereof, in the manner specified in your Registration NoticeCompany shall, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or any portion methods thereof, as aforesaid) of the Option Shares that have been purchasedRegistrable Securities so registered; PROVIDED, or will be purchased on or before HOWEVER, that, subject to the effective date of such registration statement, or, provided that deferral provisions of the date immediately following sentence, the Company shall not be required to effect more than two registration statements of purchase Registrable Securities on Form S-1 or Form S-2 for each of the Charterhouse Investors and the MSDW Investors pursuant to this SECTION 2 (it being understood that the closing date Company shall be obligated to file an unlimited number of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration statements on Form S-3 (or any successor to such form), then on such closing date ) pursuant to such exercise.
(b) Promptly following receipt of your Registration Noticeany REGISTRATION Request). In order to count as an "effected" registration statement, the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement shall not have been withdrawn and all shares registered pursuant to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, provided, however, that the it (excluding any over allotment shares) shall have been sold. The Company shall not be required have the right to file a "shelf" registration except on Form S-3 (or defer the filing of any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month requested pursuant to this SECTION 2 for a period of the maximum number of shares permitted not to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, exceed ninety (90) days if in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment determination of the Board of Directors of the Company is necessary in order (written notice of which shall be provided promptly to preclude adverse impact upon such financing or other transaction. In the event Investors making the Registration Request) the filing of such deferralregistration statement would be seriously detrimental to the Company because the Company is engaged in any financing, if acquisition or material transaction that would be adversely affected by such filing. If the shares to be registered are to be acquired on exercise Company shall so defer the filing of this Option following the date of such Registration Noticeregistration statement, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which Investors making the Registration Notice was givenRequest may, by providing written notice to the Company within 30 days after their receipt of the notice of the Board of Directors' determination, withdraw the Registration Request. The obligation right of the Company under this Section 10 shall to defer a Registration Request may not be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased exercised by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained more than once in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterany 12 month period.
Appears in 1 contract
Required Registration. On any date after three (3) months following the Registration Date, if holders representing not less than 50% of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Corporation to effect the registration under the Securities Act of Registrable Shares, the Corporation shall promptly use its best efforts to effect the registration under the Securities Act of the Registrable Shares which the Corporation has been so requested to register; provided, however, that the Corporation shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions:
(a) At the Corporation shall not be obligated to use its best efforts to file and cause to become effective (i) more than one registration statement initiated pursuant to this Section 2 in any time you may by notice six-month period, (ii) more than two registration statements initiated pursuant to the Company (the "Registration Notice") request that it register for sale this Section 2 on Form S-1 promulgated under the Securities Act, in the manner specified in your Registration Notice, all Act or any portion of the Option Shares that have been purchasedsuccessor from thereto, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from (iii) any registration on Form S-3 (or any comparable or successor to such form)) until the Corporation has qualified for use thereof, then at which time there shall be no limit on such closing date the number of registrations on Form S-3 that the holder may request or (iv) any registration statements during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to such exercisewhich Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the 90 days.
(b) Promptly following receipt the Corporation may delay the filing or effectiveness of your Registration Noticeany registration statement for a period of up to 90 days after the date of a request for registration pursuant to this Section 2 if at the time of such request (i) the Corporation is engaged, the Company shall commence or has fixed plans to prepare and, unless it elects to purchase all engage within 90 days of the Option time of such request, in a firm commitment underwritten public offering of Primary Shares specified in such Registration Notice through which the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale holders of the Option Registrable Shares specified in such Registration Notice (less any shares to be purchased may include Registrable Shares pursuant to Section 10(f3 or (ii) below) and shall use its best efforts to cause the Corporation reasonably determines that such registration statement to become effective and remain in effect for offering would interfere with any material transaction involving the Required Effective Period for public sale in accordance with Corporation, as approved by the method Board of disposition specified by youDirectors, provided, however, that the Company Corporation may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of 120 days after the date of a request for registration pursuant to this Section 2.
(c) with respect to any registration pursuant to this Section 2, the Corporation shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date give notice of such registration statement; and (B) unless to the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose holders of all Other Shares which are entitled to registration rights and the Corporation may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Corporation that the inclusion of the shares all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration statement assuming would interfere with the sale in each three-month period successful marketing (including pricing) of the maximum Registrable Shares proposed to be included in such registration, then the number of shares permitted Registrable Shares, Primary Shares and/or Other Shares proposed to be sold under the limitations of Section 14 of this Agreement. If included in such method of disposition registration shall be an underwritten public offeringincluded in the following order: (i) first, the Company may designate the managing underwriter of Registrable Shares requested to be included in such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferralor, if necessary, such Registrable Shares pro rata among the shares holders thereof based upon the number of Registrable Shares requested to be registered by each such holder); (ii) second, the Primary Shares; and (iii) third, the Other Shares which are entitled to registration rights.
(d) At any time before the registration statement covering Registrable Shares become effective, the holders of a majority of such shares may request the Corporation to withdraw or not to file the registration statement. In that event, if such request of withdrawal shall not have been caused by, or made in response to, the material adverse effect of an event on the business, properties, conditions, financial or otherwise, or operations of the Corporation, the holders shall have used their demand registration right under this Section 2 and the Corporation shall no longer be acquired on obligated to register Registrable Shares pursuant to the exercise of such registration right pursuant to this Option following Section 2 unless the remaining holders shall pay to the Corporation the expenses incurred by the Corporation through the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterrequest.
Appears in 1 contract
Required Registration. (a) At any time you may by The Purchaser shall have the right, exercisable upon written notice to the Company, to request the Company to file a registration statement on the Form S-3 (or other applicable form, as the "Registration Notice"Company determines appropriate) request that it register for sale covering the Base Shares purchased hereunder after the fourth anniversary of the date of this Agreement. Upon receipt of any such notice, the Company shall, as expeditiously as possible, use commercially reasonable efforts to effect such registration, obtain any governmental approval and effect listing with any securities exchange on which the stock of the Company is then listed, which may be required to permit the Purchaser to dispose of the Shares. The Company shall use its commercially reasonable efforts to maintain the effectiveness of the registration statement until the first to occur of (i) the completion of the distribution of the Shares covered thereby, (ii) such time as the Shares covered thereby may be sold without restrictive legend under Rule 144 or other exemption from the registration requirements of the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before (iii) 90 days from the effective date of such the registration statement. The Company agrees to keep the registration statement current during such period. The Company's obligation shall be limited to one registration covering the Base Shares. The Purchaser shall have the right, orexercisable upon written notice to the Company, provided that deferral to request the Company to file a registration statement on the Form S-3 (or other applicable form, as the Company determines appropriate) covering the Additional Shares purchased hereunder after the seventh anniversary of the date of purchase this Agreement. Upon receipt of any such notice, the Company shall, as expeditiously as possible, use commercially reasonable efforts to effect such registration, obtain any governmental approval and effect listing with any securities exchange on which the stock of the Company is then listed, which may be required to permit the Purchaser to dispose of the Shares. The Company shall use its commercially reasonable efforts to maintain the effectiveness of the registration statement until the first to occur of (i) the completion of the distribution of the Shares covered thereby, (ii) such time as the Shares covered thereby may be sold without restrictive legend under Rule 144 or other exemption from the registration requirements of the Securities Act, or (iii) 90 days from the effective date of the registration statement. The Company agrees to keep the registration statement current during such period. The Company's obligation shall be limited to one registration covering the Additional Shares. Notwithstanding anything contained in this Section 7.2 to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Noticecontrary, the Company shall commence not be obligated to prepare andeffect a registration covering the Shares if at the time of request, unless it elects to purchase all such Shares can be immediately sold without restrictive legend under Rule 144 or other exemption from the registration requirements of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, provided, however, that the Act. The Company shall not be required to file cause a "shelf" registration except on Form S-3 (or any successor statement to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period become effective pursuant to this Section 7.2 prior to 120 days following the effective date of such the most recent registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterSecurities Act.
Appears in 1 contract
Required Registration. (a) At any time you may by notice to following 90 days after the Company Effective Date, if (x) a Stockholder of, or (y) a group of Stockholders that holds in the aggregate, at least 10% of the Registrable Shares then outstanding (the "Registration NoticeRequesting Stockholders") shall request that it register for sale the Corporation effect the registration of Registrable Shares under the Securities Act, in the manner specified in your Registration NoticeCorporation shall promptly give written notice to the other Stockholders of its requirements to so register such offering and, all or upon the written request, delivered to the Corporation within 30 days after delivery of any portion such notice by the Corporation, of the Option other Stockholders to include in such registration Registrable Shares that have been purchased(which request shall specify the number of Registrable Shares proposed to be included in such registration), or the Corporation shall promptly use its commercially reasonable best efforts to effect the registration under the Securities Act of such Registrable Shares. Notwithstanding the foregoing, no such request for registration on a Form S-1 will be purchased on or before effective hereunder unless the effective date of such registration statement, or, provided that deferral of the date of purchase Registrable Shares proposed to the closing date of sale of such shares in the manner contemplated be sold by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exerciseRequesting Stockholders have a market value of at least $5,000,000.
(b) Promptly following receipt of your Registration NoticeNotwithstanding anything contained in this Section 2 to the contrary, the Company Corporation shall commence not be obligated to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a effect any registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale except in accordance with the method following provisions:
(i) The Corporation shall not be obligated to use its commercially reasonable best efforts to file and cause to become effective more than three Registration Statements which are initiated pursuant to Section 2(a) above on Form S-1 promulgated under the Securities Act (or any successor form thereto); provided, however if the Requesting Stockholders are unable to sell at least 90% of disposition specified the Registrable Shares requested by yousuch Requesting Stockholders to be included in any registration pursuant to Section 2(a) as a result of an underwriter's cutback pursuant to Section 2(b)(iii), then such registration shall not count as a requested registration for purposes of this Section 2(b)(i).
(ii) The Corporation may delay the filing or effectiveness of any registration statement for a period of up to 30 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request: (x) the Board has decided to effect a registered underwritten public offering of Primary Shares in which the holders of Registrable Shares have been or will be permitted to include all the Registrable Shares so requested to be registered pursuant to Section 3 and the Corporation has taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, or (y) the Board reasonably determines that such registration and offering would interfere with any Material Transaction; provided, however, that the Company Corporation shall not only be required entitled to file a "shelf" invoke its rights under this Section 2(b)(ii) one time in any 12 month period.
(iii) With respect to any registration except on Form S-3 (or any successor pursuant to such FormSection 2(a). The "Required Effective Period" , the Corporation shall be the greater of (A) the 180-day period following the effective date give notice of such registration statementto the Stockholders that do not request registration hereunder and the Corporation shall include in such registration any Primary Shares or Other Shares so requested; and (B) unless provided, however, that if the proposed plan of distribution involves a firm commitment underwritten public offering, managing underwriter advises the period required to dispose Corporation that the inclusion of all of the shares Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration statement assuming would interfere with the sale in each three-month period successful marketing (including pricing) of the maximum Registrable Shares proposed to be included in such registration, then the number of shares permitted Registrable Shares, Primary Shares and/or Other Shares proposed to be sold under the limitations of Section 14 of this Agreement. If included in such method of disposition registration shall be an underwritten public offeringincluded in the following order:
(A) first, the Company may designate Registrable Shares (or, if necessary, such Registrable Shares pro rata among the managing underwriter holders thereof based upon the number of Registrable Shares requested to be registered by each such holder);
(B) second, the Primary Shares; and
(C) third, the Other Shares
(iv) At any time before the Registration Statement covering such Registrable Shares becomes effective, Stockholders holding a majority of such offeringRegistrable Shares may request that the Corporation withdraw or not file the Registration Statement. IfIn that event, unless such request was caused by, or made in response to, (a) a material adverse effect or a similar event related to the good faith opinion business, properties, condition, or operations of the Board Corporation not known (without imputing the knowledge of Directors of any other Person to such holders) by the CompanyStockholders initiating such request at the time their request was made, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending facts not known to such Stockholders at the time the Registration Notice is giventheir request was made, or are under active consideration by (b) a material adverse change in the Companyfinancial markets, the Company may elect holders shall be deemed to defer have request a registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shallunder Section 2(a), for purposes of Section 2 and 7(d) hereof2(b)(i); provided, be deemed to be the date on which the however, that such withdrawn registration shall not count as requested Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company Statement pursuant to Section 10(f2(a) below for purposes of Section 2(b)(i) above if the Corporation shall have been reimbursed (pro rata by the Requesting Stockholders holding a majority of the Registrable Shares requested to be registered or in such other proportion as the Requesting Stockholders or the other Stockholders may agree) for all out-of-pocket expenses incurred by the Corporation in connection with such withdrawn registration.
(v) A registration shall not count as a requested registration pursuant to Section 2(a) for purposes of Section 2(b)(i) until it has become effective andeffective. If, after it has become effective, (Xa) if such Registration Statement has not been kept continuously effective for a period of at least 60 days (or such shorter period which will terminate when all the method of disposition you specify is a firm commitment underwritten public offering, all Registrable Shares covered by such Option Shares shall Registration Statement have been sold pursuant thereto; ), (b) such registration requested pursuant to Section 2(a) becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, or (Yc) if it is the conditions to closing specified in the underwriting agreement entered into in connection with such registration are not satisfied or waived, other than by reason of some act or omission by the Requesting Stockholders, such an offering, has remained in effect registration shall not count as a requested registration pursuant to Section 2(a) for the Required Effective Period specified herein or until the distribution purposes of the Option Shares covered thereby is completed, whichever is shorterSection 2(b)(i).
Appears in 1 contract
Samples: Registration Rights Agreement (Thermadyne Holdings Corp /De)
Required Registration. (a) At any time you may by notice to Acquiror shall prepare and file with the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such --------------------- Commission a shelf registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration statement on Form S-3 (or any such successor to such or other appropriate form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act with respect to the Registrable Shares (the "REGISTRATION STATEMENT") and to effect all such registrations, qualifications and compliances (including, without limitation, obtaining appropriate qualifications under applicable state securities or "blue sky" laws and compliance with any other applicable governmental requirements or regulations) as any selling Holder may reasonably request (it being understood that each Holder hereby requests qualification or other clearance for the sale of the Option Registrable Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) belowthe states of the United States) and shall use its best efforts to cause such registration statement to become effective and remain in effect for that would permit or facilitate the Required Effective Period for public sale in accordance with the method of disposition specified by you, provided, however, Registrable Shares (provided however that the Company Acquiror shall not be required in connection therewith to qualify to do business or to file a "shelf" registration except general consent to service of process in any such state or jurisdiction), in each case so that the Registration Statement shall become effective not later than May 17, 1999, and all other such registrations, qualifications and compliances may become effective on Form S-3 or prior to the later of May 17, 1999 or thirty (30) days after the date a Holder requested such additional registration, qualification or any successor to such Form)compliance. The "Required Effective Period" shall be Acquiror will maintain the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all effectiveness of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted Registration Statement and other applicable registrations, qualifications and compliances for up to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty eighteen (12018) days months from the date on which that the Registration Notice was givenStatement first becomes effective (the "REGISTRATION EFFECTIVE PERIOD"). Following the later to occur of the Pooling Report Filing Date and the date the Registration Statement is first declared effective, as the Holders will be permitted (subject in all cases to the provisions of paragraph (c) of this Section 7) to offer and sell Registrable Shares during the Registration Effective Period in the good faith judgment of the Board of Directors of the Company is necessary manner described in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of Statement provided that the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice Statement remains effective and has not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shortersuspended.
Appears in 1 contract
Required Registration. (ai) At any time you may by notice In addition to the Company registration permitted pursuant to Section 3(a), the Holders shall have the right after the expiration of the Pre-Demand Period to request in writing (the a "Registration NoticeRequest") request (which Request shall specify the Registrable Securities intended to be disposed of by such Holders and the intended method of distribution thereof) that it the Company register for sale under the such portion of such Holders' Registrable Securities Act, as shall be specified in the manner specified in your Registration NoticeRequest (a "Demand Registration") by filing with the SEC, all as soon as practicable thereafter, but, not later than the 30th day (or any portion of the Option Shares that have been purchased, or will be purchased on or before 45th day if the effective date applicable registration form is other than Form S-3) after the receipt of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated a Request by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form)Company, then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under (a "Demand Registration Statement") covering such Registrable Securities, and the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and Company shall use its best efforts to cause have such registration statement to become Demand Registration Statement declared effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the CompanySEC as soon as practicable thereafter, the Company may elect to defer registration for such period of time, but in no event in excess later than the 75th day (or the 90th day if the applicable registration form is other than Form S-3) after the receipt of one hundred twenty (120) such a Request, and to keep such Demand Registration Statement Continuously Effective for a period of at least 60 days from following the date on which the such Demand Registration Notice was givenStatement is declared effective, as extended by the length of any Suspension Period (as defined in the good faith judgment Section 7) with respect thereto (or for such shorter period which will terminate when all of the Board of Directors of the Company is necessary in order to preclude adverse impact upon Registrable Securities covered by such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Demand Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares Statement shall have been sold pursuant thereto; ), including, The Company shall not be obligated to effect more than three (3) Demand Registrations pursuant to Requests. For purposes of the preceding sentence, a Demand Registration shall not be deemed to have been effected, (i) unless a Demand Registration Statement with respect thereto has become effective, (ii) if after such Demand Registration Statement has become effective, the offer, sale or distribution of Registrable Securities thereunder is prevented by any stop order, injunction or other order or requirement of the SEC or other Governmental Entity for any reason not attributable to any Holder and such effect is not thereafter eliminated, or (Yiii) if it the conditions to closing specified in the underwriting agreement entered into in connection with such Registration are not satisfied or waived, other than by reason of a failure on the part of any Holder. If the Company shall have complied with its obligations under this Agreement, a right to a Demand Registration pursuant to this Section 3 shall be deemed to have been satisfied upon the earlier of (x) the date as of which all of the Registrable Securities included therein shall have been sold to the underwriters or distributed pursuant to the Demand Registration Statement, and (y) the date as of which such Demand Registration shall have been Continuously Effective for a 60-day period or other period specified in the preceding paragraph following the effectiveness of such Demand Registration Statement. Any Request made pursuant to this Section 3(b) shall be addressed to the attention of the Secretary of the Company, and shall specify (a) the number of Registrable Securities to be Registered (which shall be not less than the lesser of (i) 5% of the total number of shares of Common Stock and Class B Common Stock outstanding or (ii) the remaining balance of the Registrable Securities then held by the Holders, provided that the aggregate public offering price of the Registrable Securities to be registered (based on the closing sale price of the Common Stock on 7 135 the last trading day prior to the delivery of a Request) would not be less than $500 million), (b) the intended method of distribution thereof and (c) that the request is for a Demand Registration pursuant to this Section 3.1(b).
(ii) The Company may not include in a Demand Registration pursuant to Section 3(b)(i)1 hereof shares of Common Stock for the account of the Company or any subsidiary of the Company, but, if and to the extent required by a contractual obligation, may, subject to compliance with Section 3.1(b)(iii), include shares of Common Stock for the account of any other Person who holds shares of Common Stock entitled to be included therein; provided, however, that if the Underwriters' Representative of any offering described in this Section 3(b) shall have informed the Company in writing that in its judgment there is a Maximum Number of shares of Common Stock that all Holders and any other Persons desiring to participate in such an Registration may include in such offering, then the Company shall include in such Demand Registration all Registrable Securities requested to be included in such Registration by the Holders together with up to such additional number of shares of Common Stock that any other Persons entitled to participate in such Registration desire to include in such Registration up to the Maximum Number that the Underwriters' Representative has remained informed the Company may be included in effect such Registration without materially and adversely affecting the success or pricing of such offering; provided that the number of shares of Common Stock to be offered for the Required Effective Period specified herein account of all such other Persons participating in such Registration shall be reduced in a manner determined by the Company in its sole discretion.
(iii) No Holder may participate in any underwritten offering under Section 3 hereof and no other Person shall be permitted to participate in any such offering pursuant to Section 3(b) or until Section 4 hereof unless it completes and executes all customary questionnaires, powers of attorney, custody agreements, underwriting agreements, and other customary documents required under the distribution customary terms of such underwriting arrangements. In connection with any underwritten offering under Section 3 or Section 4 hereof, each participating Holder and the Company and, except in the case of Section 3(a) hereof, each other Person shall be a party to the underwriting agreement with the underwriters and may be required to make certain customary representations and warranties and provide certain customary indemnifications for the benefit of the Option Shares covered thereby is completed, whichever is shorterunderwriters; provided that the Holders shall not be required to make representations and warranties with respect to the Company and its subsidiaries or their business and operations and shall not be required to agree to any indemnity or contribution provisions less favorable to them than as are set forth herein.
Appears in 1 contract
Samples: Restructuring, Transfer and Separation Agreement (Dupont E I De Nemours & Co)
Required Registration. (a) At any time you may by notice to the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice[***], the Company shall commence use its commercially reasonable efforts to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall and file a registration statement under the Securities Act for Act, on a Form S-1 or other appropriate form selected by the sale of Company (the Option Shares specified in such “Lilly Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) Statement”), covering the Securities and shall use its best commercially reasonable efforts to cause such registration statement to become effective [***] (the “Effectiveness Deadline Date”) and to remain in effect effective until the earlier to occur of the date (i) the Restricted Stock covered thereby have been sold, or (ii) by which all Restricted Stock covered thereby may be sold under Rule 144, without volume limitations. [***]
(b) Following the effectiveness of a registration statement filed pursuant to this section, the Company may, at any time, suspend the effectiveness of such registration for up to [***] days, as appropriate (a “Suspension Period”), by giving notice to the Required Effective Period for public sale in accordance with Holders of shares of Restricted Stock, if the method of disposition specified by you, provided, however, Company shall have determined that the Company shall not may be required to disclose any material corporate development which disclosure may have a Material Adverse Effect. The Holders of shares of Restricted Stock acknowledge that the Company is required to file a "shelf" post-effective amendment to its registration except statements on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offeringS-1, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration appropriate form selected by the Company, upon the filing of each of its quarterly and annual reports with the Commission and therefore a Suspension Period will occur between the Company’s filing of its quarterly or annual report and the filing of the post-effective amendment to the registration statement on Form S-1. Notwithstanding the foregoing, no more than [***] may occur in immediate succession. The Company shall use its reasonable efforts to limit the duration and number of any Suspension Periods. The Holders of shares of Restricted Stock agree that, upon receipt of any notice from the Company may elect to defer of a Suspension Period, the Holders of shares of Restricted Stock shall forthwith discontinue disposition of shares of Restricted Stock covered by such registration for such period statement or prospectus until the Holders of time, shares of Restricted Stock (i) are advised in no event in excess of one hundred twenty (120) days from writing by the date on which Company that the Registration Notice was given, as in the good faith judgment use of the Board applicable prospectus may be resumed, (ii) have received copies of Directors of the Company is necessary in order to preclude adverse impact upon such financing a supplemental or other transaction. In the event of such deferralamended prospectus, if the shares to be registered applicable, and (iii) have received copies of any additional or supplemental filings which are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be incorporated or deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased incorporated by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all reference into such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterprospectus.
Appears in 1 contract
Samples: Collaboration Agreement (Applied Neurosolutions Inc)
Required Registration. (a) At any time you may a Threshold Amount of Institutional Investors may, by notice to written notice, request that the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, Act all or any portion of the Option shares of Restricted Shares that have been purchasedheld by such requesting holders (or which would be held by such requesting holders, or will be purchased on or before the effective date of such registration statement, or, provided that deferral upon conversion of the date of purchase to the closing date of Whitney V Shares or Golden Gate Shares owned by such requesting holders) for sale of such shares in the manner contemplated by specified in such notice; provided, however, that the proposed registration will Company shall not disqualify the offering from registration on Form S-3 (or any successor be obligated to such form), then on such closing date register Restricted Shares pursuant to such exercise.
request: (bi) Promptly following receipt of your Registration Notice, the Company shall commence subject to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f3(a) below, shall file during the period beginning 30 days prior to the filing, and ending on a date 90 days following the effective date, of a registration statement under filed by the Securities Act Company relating to an underwritten offering only of the Company's share capital (other than a registration statement for the sale of the Option Shares specified in such Registration Notice (less any shares Company's share capital which does not give rise to be purchased incidental registration rights pursuant to Section 10(f3(a) below) and shall use provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective; or (ii) if counsel to the Company opines in writing to the requesting holders that the filing of such a registration statement would require the disclosure of material non-public information about the Company that the Company is not otherwise required to disclose, the disclosure of which could have a material adverse effect on the business or financial condition of the Company, in which event no such registration statement need be filed until the earlier of the lapse of 60 days from the issuance of the opinion of Company counsel or such information is no longer required to be disclosed, is not material or non-public, or its disclosure would not have a material adverse effect on the business or financial condition of the Company; provided, however, that the Company may not exercise its right under this clause (ii) more than once in any 12-month period. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Shares shall have been entitled to join pursuant to this Section 2 or Section 3 hereof and remain in effect which there shall have been effectively registered all shares of Restricted Shares as to which registration shall have been so requested.
(b) Promptly following receipt of any notice under this Section 2, the Company shall immediately notify all other Institutional Investors and, in the case of an Initial Public Offering, the Other Shareholders, from whom notice has not been received and shall file and use its best efforts to have declared effective a registration statement under the Securities Act for the Required Effective Period for public sale sale, in accordance with the method of disposition specified by youin such notice from the requesting holders, providedof the number of shares of Restricted Shares specified in such notice (and in any notices received from other Institutional Investors, howeveror, that as the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be case may be, Other Shareholders, which are holders of Restricted Shares within 20 days after the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless notice from the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this AgreementCompany). If such method of disposition shall be an underwritten public offering, the Company Threshold Amount of the Institutional Investors may designate the managing underwriter of such offering. If, in subject to the good faith opinion of the Board of Directors approval of the Company, registration would materially interfere with pre-existing contractual obligations which approval shall not be unreasonably withheld. The number of shares of Restricted Shares to which be included in such an underwriting may be reduced (pro rata among all holders requesting, under this Section 2, to participate in such registration) if and to the Company is then subject or financing arrangements or other material transactions involving extent that the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment managing underwriter shall be of the Board of Directors opinion that such inclusion would adversely affect the marketing of the Company is necessary in order securities to preclude adverse impact upon such financing or other transactionbe sold therein. In With respect to the event of such deferralpreceding sentence, if the shares Company elects to reduce pro rata the amount of Restricted Shares proposed to be registered are to be acquired on exercise of this Option following offered in the date of such Registration Notice, the date on which the Option was exercised shallunderwriting, for purposes of Section 2 making any such reduction, each holder of Restricted Shares which is a partnership, together with the affiliates, partners, employees, retired partners and 7(d) hereofretired employees of such holder, the estates and family members of any such partners, employees, retired partners and retired employees and of their spouses, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "person", and any pro rata reduction with respect to such "person" shall be based upon the date on which aggregate number of shares of Restricted Shares owned by all entities and individuals included as such "person," as defined in this sentence (and the Registration Notice was givenaggregate number so allocated to such "person" shall be allocated among the entities and individuals included in such "person" in such manner as such holders of Restricted Shares may reasonably determine). The obligation of the Company shall be obligated to register Restricted Shares pursuant to requests made under this Section 10 2 on two occasions only; provided, however, that as to any such occasion such obligation shall be deemed satisfied only when a registration statement covering all Option shares of Restricted Shares specified in your Registration Notice and not purchased notices received as aforesaid, for sale in accordance with the method of disposition specified by the Company pursuant to Section 10(f) below requesting holders, shall have become effective and, (X) if the such method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shares shall have been sold pursuant thereto; or .
(Yc) if it The Company shall be entitled to include in any registration statement referred to in this Section 2 for which the method of distribution is not such an underwritten public offering, has remained for sale in effect accordance with the method of disposition specified by the requesting holders, shares of Common Shares to be sold by the Company for its own account, except as and to the Required Effective Period specified herein extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Shares to be sold. Except in the case of an Initial Public Offering in Section 2(b), no securities shall be included in any registration statement referred to in this Section 2 without the prior written consent of the holders of a majority in interest of the Institutional Investors' Restricted Shares requested to be included in such registration. Except with respect to registration statements on Form S-8, the Company will not file with the Commission any other registration statement with respect to its Common Shares, whether for its own account or that of other shareholders, from the date of receipt of a notice from requesting holders pursuant to this Section 2 until the completion of the period of distribution of the Option Shares covered thereby is completed, whichever is shorterregistration contemplated thereby.
Appears in 1 contract
Samples: Registration Rights Agreement (Wh Holdings Cayman Islands LTD)
Required Registration. (a) At any time you may by notice to the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares and any other shares of Common Stock that have been purchasedissued or are issuable to you and/or Xxxxxxx X. Xxxxxx upon the exercise of stock options granted or to be granted pursuant to the Harpo Agreement, including any prior or subsequent amendment to that agreement (collectively, together with the Option Shares, the "Agreement Shares"), and that have been pur- chased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company shall commence to prepare and, unless it elects to purchase all of the Option Agreement Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Agreement Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Agreement Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Agreement Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Agreement Shares covered thereby is completed, whichever is shorter.
Appears in 1 contract
Required Registration. (a) At any time you may by notice to If the holders of Navarre Stock make a written request that the Company (the "Registration Notice") request that it register file a registration statement for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion 100% of the Option Shares that have been purchased, Navarre Stock (or will be purchased on or before the effective date of such registration statement, or, a lesser percentage provided that deferral the anticipated aggregate offering price, net of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such formunderwriting discounts and commissions, would exceed $2,000,000), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company shall commence will use its best efforts to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file effect a registration statement under the Securities Act for covering all Navarre Stock which the sale of the Option Shares specified in such Registration Notice (less any shares holders requested to be purchased pursuant registered. In addition, upon the receipt of such request, the Company shall promptly give written notice to Section 10(f) below) and all other record holders of Navarre Stock that such registration is to be effected. The Company shall use its best efforts to cause include in such registration statement such Navarre Stock for which it has received written requests to register by such other record holders within 30 days after the Company's written notice to such other record holders. The Company shall be obligated to prepare, file and cause to become effective only one registration statement pursuant to this Section 8.10.1, and remain in effect for to pay the Required Effective Period for public sale in accordance expenses associated with the method of disposition specified by yousuch registration statement, provided, however, that the Company and shall not be required obligated to file effect a "shelf" registration except on Form S-3 (or any successor during the period starting within 60 days prior to such Form). The "Required Effective Period" shall be the greater filing date of (A) a registration statement of the 180-day period following Company, and ending 180 days after the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this AgreementCompany registration. If such method of disposition shall be an underwritten public offeringFurthermore, the Company is not obligated to effect a registration under this Section 8.10.1 if the holders' proposed disposal of Navarre Stock may designate the managing underwriter of such offeringbe immediately registered on Form S-3 pursuant to a Form S-3 registration (see Section 8.10.2 below).
1. If, in the good faith opinion The holders of the Board of Directors Navarre Stock seeking registration may select an underwriter reasonably acceptable to the Company for the distribution of the Company, registration would materially interfere with pre-existing contractual obligations to which Navarre Stock. In the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as that in the good faith judgment of the Board managing underwriter of Directors such public offering the inclusion of all of the Navarre Stock originally covered by a request for registration would reduce the number of shares to be offered or interfere with the successful marketing of the shares of stock offered, the number of shares of Navarre Stock otherwise to be included in the underwritten public offering shall be reduced pro rata among the holders thereof to such amount as is deemed appropriate in the good faith judgment of the managing underwriter, provided that any other securities of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are included in such registration statement shall first be reduced or removed from such registration statement prior to be acquired on exercise any such reduction of Navarre Stock. Without the written consent of the holders of a majority of the Navarre Stock for which registration has been requested pursuant to this Option following section, neither the date Company nor any other holder of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation securities of the Company under this Section 10 shall be deemed satisfied only when a may include securities in such registration statement covering all Option Shares specified if in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution good faith judgment of the Option Shares covered thereby is completed, whichever is shortermanaging underwriter of such public offering the inclusion of such securities would interfere with the successful marketing of the Navarre Stock or require the exclusion of any portion of the Navarre Stock to be registered.
Appears in 1 contract
Required Registration. (a) At any time you may and from time to time following the date January 1, 2002, the Institutional Investors may, by notice to written notice, request that the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, Act all or any portion of the Option Shares that have been purchasedshares of Restricted Stock held by such requesting holders (or which would be held by such requesting holders, or will be purchased on or before the effective date of such registration statement, or, provided that deferral upon conversion of the date of purchase to Whitney Shares and the closing date of Golux Xxxres owned by such requesting holders) for sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, notice; provided, however, that the Company shall not be required obligated to file a "shelf" registration except on Form S-3 (register Restricted Stock or any successor Colt Stock pursuant to such Form)request: (i) subject to Section 3(a) below, during the period beginning 30 days prior to the filing, and ending on a date 90 days following the effective date, of a registration statement filed by the Company relating to an underwritten offering only of the Company's capital stock (other than a registration statement for the Company's capital stock which does not give rise to incidental registration rights pursuant to Section 3(a) below) provided that the Company is actively employing in good faith its reasonable best efforts to cause such registration statement to become effective; or (ii) if the Company provides a certificate of its President stating that a Material Transaction exists at the time of the request, in which event no such registration statement need be filed until the earlier of the lapse of 90 days from the issuance of such certificate or the date on which such Material Transaction no longer exists; provided, however, that the Company may not exercise its right under this clause (ii) more than once in any 12-month period. The "Required Effective Period" shall Notwithstanding anything to the contrary contained herein, no request may be the greater of (A) the 180-day period following made under this Section 2 within 180 days after the effective date of such a registration statement; and (B) unless statement filed by the proposed plan of distribution involves Company covering a firm commitment underwritten public offeringoffering in which the holders of Restricted Stock or Colt Stock shall have been entitled to join pursuant to this Section 2 or Section 3 hereof and in which there shall have been effectively registered all shares of Restricted Stock and Colt Stock as to which registration shall have been so requested.
(b) Promptly following receipt of any notice under this Section 2, the period required Company shall immediately notify Colt (so long as Colt holds any Colt Stock) and all other Institutional Investors from whom notice has not been received and shall file and use its reasonable best efforts to dispose have declared effective a registration statement under the Securities Act for the public sale, in accordance with the method of all disposition specified in such notice from requesting holders, of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under of Restricted Stock and Colt Stock, if any, specified in such notice (and in any notices received from other holders of Restricted Stock within 20 days after the limitations date of Section 14 of this Agreementsuch notice from the Company). If such method of disposition shall be an underwritten public offering, the Company Institutional Investors participating in such registration who own a majority in interest of the Restricted Stock to be included in such registration by such Institutional Investors may designate the managing underwriter of such offering. If, in subject to the good faith opinion of the Board of Directors approval of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject approval shall not be unreasonably withheld or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Companydelayed. In such event, the Company may elect right of any holder of Restricted Stock or Colt Stock to defer registration for such period of timeinclude its Restricted Stock or Colt Stock, as applicable, in no event such registration shall be conditioned on such holder's participation in excess such underwriting and the inclusion of one hundred twenty (120) days from the date on which the Registration Notice was givensuch holder's Restricted Stock or Colt Stock, as applicable, in the good faith judgment underwriting to the extent provided herein. The number of shares of Restricted Stock and Colt Stock to be included in such an underwriting may be reduced (pro rata among all holders requesting, under this Section 2, to participate in such registration based upon the Board number of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares Shares requested to be registered are to be acquired on exercise of this Option following the date of by each such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (Xholder) if and to the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorter.extent that the
Appears in 1 contract
Required Registration. (a) At any time you may by notice to the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of Within 45 days from the date of purchase this Agreement (the “Filing Date”), the Company shall file with the Commission a registration statement on Form S-1 or such other form as may be appropriate in order to permit the Investors to publicly sell the Shares. The date of this Agreement shall be the date of the final closing through which the Investors entered into the Stock Purchase Agreement with respect to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exerciseCompany’s current offering.
(b) Promptly following receipt of your Registration NoticeIf: (i) the registration statement is not filed on or prior to the Filing Date; or (ii) the Company fails to cause the registration statement to be declared effective by the Effective Date (any such failure or breach being referred to as an “Event,” and the date on which such Event occurs being referred to as the “Event Date”), then, until the applicable Event is cured, the Company shall commence pay to prepare andeach Investor in cash or in shares of Common Stock at Fair Market Value at the Company’s option as liquidated damages and not as a penalty, unless it elects an amount equal to purchase 1.0% of the total amount invested by such Investor under each Stock Purchase Agreement for each 30 day period (prorated for partial periods) during which such Event continues uncured. While such Event continues, such liquidated damages shall be paid not less often than every 30 days. Any unpaid liquidated damages as of the date when an Event has been cured by the Company shall be paid within seven business days following the date on which such Event has been cured by the Company. Notwithstanding anything herein to the contrary, to the extent that the registration of any or all of the Option Shares specified in such Registration Notice through Registrable Securities by the procedures specified in Section 10(f) below, shall file Company on a registration statement under is prohibited (the Securities Act for “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the sale Commission (including its Division of the Option Shares specified in such Registration Notice (less Corporation Finance or any shares to be purchased other part of its staff) pursuant to Section 10(f) belowits authority with respect to Rule 415 (or successor rule) and shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to has registered at such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of time the maximum number of shares permitted Registrable Securities permissible upon consultation with the Commission (including its Division of Corporation Finance or any other part of its staff), then the liquidated damages described in this Section 2(b) shall not be applicable to be sold under such Non-Registered Shares. Notwithstanding the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offeringpreceding, the Company may designate the managing underwriter of such offering. If, foregoing liquidated damages shall not accrue or be otherwise charged during any period in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or Investor may sell all Shares on any of its subsidiaries are pending at the time the Registration Notice is given, or are given day under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterRule 144.
Appears in 1 contract
Samples: Registration Rights Agreement (Money4gold Holdings Inc)
Required Registration. (a) At any time you may by notice Subject to the receipt of all necessary information from the Investors, the Company shall prepare and file a registration statement on Form S-3 under the Securities Act covering the Registrable Securities (the "Registration NoticeREGISTRATION STATEMENT") request that it register for sale under the Securities Act), in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of is sixty (60) days after the date of purchase to Closing Date (the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form"FILING DATE"), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best commercially reasonable efforts to cause such registration statement Registration Statement to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of within one hundred twenty (120) days from after the Closing Date (the "EFFECTIVENESS DATE").
(b) If the Registration Statement is not filed on or prior to the Filing Date or declared effective on or prior to the Effectiveness Date, then at the end of each 30-day period subsequent to the Filing Date or the Effectiveness Date, as the case may be, during which the Registration Statement has not been so filed or declared effective (a "DELAY PERIOD"), up to the date of the first anniversary of the Closing Date (the "ANNIVERSARY DATE"), each Investor shall have the right with respect to each Delay Period to purchase, at a price equal to $.0001 per share (the "ADDITIONAL SHARE PRICE"), an additional number of shares of Common Stock ("ADDITIONAL SHARES") equal to 2% of the number of Shares purchased by such Investor as set forth on Annex A, rounded to the nearest whole number of Additional Shares. The Company shall promptly mail a written notice to each Investor informing it of the number of Additional Shares that it is entitled to purchase with respect to each Delay Period. The right of the Investors to purchase Additional Shares shall expire on the 90th day following the Anniversary Date. Each purchase of Additional Shares shall be subject to delivery of the Additional Share Price and to the continuing accuracy of all of the representations and warranties of each Investor set forth in the Subscription Agreement.
(c) The Company shall use its commercially reasonable efforts to maintain the effectiveness of the Registration Statement under the Securities Act until the earliest of (i) the date that is two years after the Closing Date, and (ii) the date on which the Registration Notice was given, as in the good faith judgment all of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall Registrable Securities have been sold pursuant thereto; to the Registration Statement or no longer constitute Registrable Securities.
(Yd) Notwithstanding the foregoing, if it the Company is not engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons and the Company determines in good faith that the public disclosure requirements imposed on the Company under the Securities Act in connection with a registration hereunder would require disclosure of such an offeringactivity, has remained in effect for transaction, preparation or negotiations and that such disclosure would be seriously detrimental to the Required Effective Period specified herein or until Company, the distribution of Company shall have the Option Shares covered thereby is completedright, whichever is shorter.by written notice to the Holders, (A) to withdraw a registration statement after filing and after such notice, but prior to the effectiveness thereof, or
Appears in 1 contract
Required Registration. (a) At any time you after the earlier of (i) 90 days after any Registration Statement covering a public offering of securities of the Company under the Securities Act having become effective and (ii) May 22, 2003, the Holder or Holders of at least thirty (30%) percent of all Registrable Stock then outstanding (the "Initiating Holders") may by notice in writing to the Company (request the "Registration Notice") request that it Company to register for sale under the Securities Act, Act all or any portion of shares of Registrable Stock held by such Initiating Holder or Holders for sale in the manner specified in your such notice, provided that the reasonably anticipated aggregate price to the public of all shares of Registrable Stock requested to be included in such public offering shall exceed $10,000,000. Notwithstanding anything to the contrary contained herein, the Company shall not be required to seek to cause a Registration Notice, all or any portion Statement to become effective pursuant to this Section 2: (A) within a period of the Option Shares that have been purchased, or will be purchased on or before 180 days after the effective date of such registration statement, ora Registration Statement filed by the Company, provided that deferral the Company shall use its best efforts to cause a registration requested hereunder to be declared effective promptly following such period if such request is made during such period; (B) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be materially detrimental to the Company or its stockholders for a Registration Statement to be filed at such time, or that it would require disclosure of material non-public information relating to the Company which, in the reasonable opinion of the Board of Directors, should not be disclosed, then the Company's obligation to use all reasonable efforts to register, qualify or comply under this Section 2 shall be deferred for a period not to exceed ninety (90) days from the date of purchase to receipt of written request from such Holders; provided, however, that the closing date of sale of such shares -------- ------- Company may not utilize this deferral right more than twice in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercisetwelve- month period.
(b) Promptly following Following receipt of your Registration Noticeany notice given under this Section 2 by the Initiating Holders, the Company shall commence to prepare and, unless it elects to purchase immediately notify in writing all of the Option Shares specified in Holders that such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares is to be purchased pursuant to Section 10(f) below) effected and shall use its best efforts to cause such registration statement to become effective and remain in effect for register under the Required Effective Period Securities Act, for public sale in accordance with the method of disposition specified by you, provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to in such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offeringnotice from requesting Holders, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If Registrable Stock, specified in such method of disposition shall be an underwritten public offering, notice (and in all notices received by the Company may pursuant hereto). Holders, other than the Initiating Holders, shall notify the Company of their desire to participate in the registration within twenty (20) days of the Company's notice to them. The Company shall designate the managing underwriter of such offering, subject to the approval of the Holders of a majority of the shares of Registrable Stock to be sold in such offering, which approval shall not be unreasonably withheld or delayed. IfThe Company shall be obligated to register Registrable Stock pursuant to this Section 2 on one occasion only; provided, -------- however, that such obligation shall be deemed satisfied only when a ------- Registration Statement covering all shares of Registrable Stock, specified in notices received as aforesaid and which have not been withdrawn by the Holder thereof, for sale in accordance with the method of disposition specified by the Initiating Holders, shall have become effective. A registration which does not become effective after the Company has filed a Registration Statement with respect thereto solely by reason of the refusal of the Initiating Holders to proceed shall be deemed to have been effected by the Company at the request of such Initiating Holders unless the registration was withdrawn at the request of the Holders of a majority of the Registrable Stock to be sold in such offering upon learning of a material adverse change in the condition, business or prospects of the Company (other than a change in market demand for its securities or in the market price thereof) from that known to such Holders (and any knowledge of any Director appointed by such Holder shall be deemed knowledge of such Holder for purposes of this provision) at the time of their request (or of which the Company advised them in writing within 20 days thereafter) that makes the proposed offering unreasonable in the good faith opinion judgment of the Board a majority in interest of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time such Holders.
(c) If the Registration Notice Statement is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as cover an underwritten distribution and in the good faith judgment of the Board managing underwriter of Directors such public offering the inclusion of all of the Company is necessary in order Registrable Stock requested for inclusion pursuant to preclude adverse impact upon such financing or other transaction. In this Section 2 would interfere with the event successful marketing of such deferral, if the a smaller number of shares to be registered are offered, then the number of shares of Registrable Stock to be acquired on exercise included in the offering shall be reduced to the required level with the participation in such offering to be reduced pro rata among the Holders requesting to participate in such registration, based upon the number of shares of Registrable Stock owned by such Holders. The Company shall be entitled to include in any Registration Statement referred to in this Option following the date of such Registration Notice, the date on which the Option was exercised shallSection 2, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified sale in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if accordance with the method of disposition you specify is a firm commitment underwritten public offeringspecified by the Initiating Holders, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect shares of Common Stock for the Required Effective Period specified herein Company's own account, except as and to the extent that, in the opinion of the managing underwriter, if any, such inclusion would adversely affect the marketing of the Registrable Stock to be sold. Except for registration statements on Form X-0, X-0 or any successors thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from the Initiating Holders pursuant to this Section 2 until the completion of the period of distribution of the Option Shares covered thereby is completed, whichever is shorterregistration contemplated thereby.
Appears in 1 contract
Required Registration. On any date after 180 days following the Registration Date, if the Corporation shall be requested by the holders (aother than Camelot Stockholders) At any time you may by notice to the Company of at least thirty percent (the "Registration Notice"30%) request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion (on a Common Stock equivalent basis) of the Option Restricted Shares that have been purchased, or will be purchased on or before then outstanding to effect the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for of Registrable Shares, the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and Corporation shall promptly use its best efforts to cause such effect the registration statement under the Securities Act of the Registrable Shares which the Corporation has been so requested to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, register; provided, however, that the Company Corporation shall not be required obligated to effect any registration under the Securities Act except in accordance with the following provisions:
(a) the Corporation shall not be obligated to use its best efforts to file and cause to become effective (i) more than two registration statements initiated pursuant to this Section 2 under which a "shelf" substantial portion of the Registrable Shares requested to be included therein have been effectively sold thereunder, (ii) any registration except statement during any period in which any other registration statement (other than on Form S-3 (S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days or (iii) any registration statement initiated pursuant to this Section 2 unless such Formregistration statement relates to Registrable Shares having a minimum aggregate offering price of $10,000,000 (based on the then current market price or fair value of the Common Stock). The "Required Effective Period" shall be the greater of ;
(Ab) the 180-day Corporation may delay the filing or effectiveness of any registration statement for a period following of up to 90 days after the effective date of a request for registration pursuant to this Section 2 if at the time of such registration statement; and request (Bi) unless the proposed plan Corporation is engaged, or has fixed plans to engage within 90 days of distribution involves the time of such request, in a firm commitment underwritten public offeringoffering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Corporation reasonably determines that such registration and offering would interfere with any material transaction involving the Corporation, as approved by the Board of Directors, provided that the Corporation may only so delay the filing or effectiveness of a registration statement once pursuant to clause (i) above and once pursuant to clause (ii) above; and
(c) with respect to any registration pursuant to this Section 2, the period required Corporation shall give notice of such registration to dispose the Investors who do not request registration hereunder and to the holders of all Other Shares which are entitled to registration rights and the Corporation may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Corporation that the inclusion of the shares all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration statement assuming would interfere with the sale in each three-month period successful marketing (including pricing) of the maximum Registrable Shares proposed to be included in such registration, then the number of shares permitted Registrable Shares, Primary Shares and/or Other Shares proposed to be sold under included in such registration shall be included in the limitations following order:
(i) first, the Registrable Shares requested to be included in such registration pursuant to the demand right above (or, if necessary, such Registrable Shares pro rata among the holders thereof based upon the number of Section 14 Registrable Shares requested to be registered by each such holder);
(ii) second, the Primary Shares; and
(iii) third, the Other Shares that are entitled to registration rights and any Registrable Shares held by the Camelot Stockholders and the Petra/Harbinger Stockholders that are entitled to registration rights (or, if necessary, such Registrable Shares and Other Shares pro rata among the holders thereof based upon the number of this Agreement. such Registrable Shares and Other Shares requested to be registered by each such holder).
(d) If such the method of disposition shall be requested by the holders, pursuant to this Section 2, is an underwritten public offering, the Company may majority of the holders of Registrable Shares to be included therein shall have the right to designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending underwriter shall be a top 15 investment bank as rated by Securities Data Corp. at the time of the Registration Notice is givenrequest.
(e) At any time before the registration statement covering such Registrable Shares becomes effective, the holders of a majority of such Registrable Shares, may request the Corporation to withdraw or not to file the registration statement. In that event, if such request of withdrawal shall not have been caused by, or are made in response to, the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Corporation, such holders shall have used one of their demand registration rights under active consideration this Section 2 and the Corporation shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to this Section 2 unless the remaining holders shall pay to the Corporation the expenses incurred by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following Corporation through the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterrequest.
Appears in 1 contract
Samples: Registration Rights Agreement (Providence Service Corp)
Required Registration. (a) At any time you may by notice to beginning six months after a registration statement covering an initial public offering of securities of the Company (the "Registration Notice") request that it register for sale under the Securities ActAct shall have become effective, in the manner specified in your Registration Notice, holder or holders of Registerable Stock constituting at least 51% of the total shares of Registerable Stock then outstanding may request the Company to register under the Securities Act all or any portion of the Option Shares that have been purchasedshares of Registerable Stock held by such requesting holder or holders for sale in the manner specified in such notice. In addition, at any time after July 22, 1996, if a registration statement on Form S-1 or will any successor thereto has not yet become effective, the holder or holders of Registerable Stock constituting at least 51% of the total shares of Registerable Stock then outstanding may request the Company to register under the Securities Act all or any portion of the shares of Registerable Stock held by such requesting holder or holders for sale in the manner specified in such notice. Notwithstanding anything to the contrary contained herein, no request may be purchased on or before made under this Section 3 within 120 days after the effective date of such a registration statement, or, statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Registerable Stock shall have been entitled to join pursuant to Sections 4 or 5 provided that deferral there shall have been effectively registered all shares of the date of purchase Registerable Stock as to the closing date of sale of such shares in the manner contemplated by the proposed which registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exerciseshall have been requested.
(b) Promptly following Following receipt of your Registration Noticeany notice under this Section 3, the Company shall commence to prepare and, unless it elects to purchase notify all holders of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) Registerable Stock from whom notice has not been received and shall use its best efforts to cause such registration statement to become effective and remain in effect for register under the Required Effective Period Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Registerable Stock specified in such notice (and in all notices received by you, provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to from other holders within 15 days after the giving of such Formnotice by the Company). The "Required Effective Period" Company shall be the greater of (A) the 180-day period following the obligated to register Registerable Stock pursuant to this Section 3 on two occasions only and shall use its best efforts to cause each such Registration Statement to become effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of whether or not all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares requested to be registered are to can be acquired on exercise of this Option following the date of such Registration Noticeincluded. However, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed Company's obligation as to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 any required registration hereunder shall be deemed satisfied only when a if that registration statement covering has become effective, has remained effective for a period of 120 days (or such shorter period in which all Option Shares securities registered have been sold) and includes all shares of Registerable Stock specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective andnotices received as aforesaid, (X) if for sale in accordance with the method of disposition you specify specified by the requesting holders, and, if such method of disposition is a firm commitment underwritten public offering, all such Option Shares shares shall have been sold pursuant thereto; .
(c) The Company shall be entitled to include in any registration statement referred to in this Section 3, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account or (Y) if it is not such an offeringfor sale by others, has remained except as and to the extent that, in effect for the Required Effective Period specified herein or until the distribution opinion of the Option Shares covered thereby is completed, whichever is shorter.managing
Appears in 1 contract
Required Registration. (a) At any time you may by notice On or prior to each Filing Date, the Company (shall prepare and file with the "Commission a Registration Notice") request that it register for sale under Statement covering the Securities Act, in the manner specified in your Registration Notice, resale of all or any such portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, Registrable Securities as permitted by SEC Guidance (provided that deferral the Company shall use diligent efforts to advocate with the Commission for the registration of all of the date Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of purchase Publicly Available Telephone Interpretations D.29) that are not then registered on an effective Registration Statement for an offering to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or any successor except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such form)registration shall be on another appropriate form in accordance herewith, then on such closing date pursuant as Form S-1) and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) the “Plan of Distribution” substantially in the form attached hereto as Annex A. Subject to such exercise.
(b) Promptly following receipt the terms of your Registration Noticethis Agreement, the Company shall commence use its best efforts to prepare and, unless it elects cause a Registration Statement to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement be declared effective under the Securities Act for as promptly as possible after the sale of filing thereof, but in any event prior to the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) applicable Effectiveness Date, and shall use its best efforts to cause keep such registration statement to become Registration Statement continuously effective and remain in effect for under the Required Effective Period for public sale in accordance with Securities Act until the method of disposition specified by you, provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater earlier of (Ai) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all 120 days after none of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be Purchasers is an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors affiliate of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120ii) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of all Registrable Securities covered by such Registration NoticeStatement have been sold, (iii) the date on which all Registrable Securities covered by such Registration Statement may be sold without volume restrictions pursuant to Rule 144(b)(1) and (iv) 30 days after the Option was exercised shallexpiration of the Warrants (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail delivery of a “.pdf” format data file of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, for purposes of Section 2 and 7(d) hereof, be deemed to which shall be the date on which the requested for effectiveness of a Registration Notice was givenStatement. The obligation Company shall, by 9:30 a.m. New York City time on the Trading Day after the Effective Date, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within two (2) Trading Days of the Company under this Section 10 such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed satisfied only when an Event under Section 2(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(b), if any SEC Guidance sets forth a registration statement covering all Option Shares specified in your limitation of the number of Registrable Securities permitted to be registered on a particular Registration Notice Statement (and not purchased by notwithstanding that the Company pursuant used diligent efforts to Section 10(f) below shall have become effective and, (X) if advocate with the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect Commission for the Required Effective Period specified herein registration of all or until a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the distribution number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the Option case that some Warrant Shares covered thereby is completedmay be registered, whichever is shorterto the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders). The Company may include in a Registration Statement any shares underlying any warrants issued to the placement agents in the transactions contemplated hereby, provided, that if any Registrable Securities are required to be cut back, then such placement agent shares shall be cut back prior to any Registrable Securities held by any Holder.
Appears in 1 contract
Required Registration. (ai) At any time you may by notice on or prior to the Company six month anniversary of the Base Date (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form“Six Month Date”), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall will use its best efforts to cause file a post-effective amendment to the Registration Statement on Form F-1 (File No. 333-161961) for the continued registration of the issuance of the Warrant Shares and to keep such registration statement to become post-effective amendment effective and remain in effect the prospectus included therein usable for a period commencing on the Required date that such post-effective amendment is initially declared effective (the “Effective Period for public sale in accordance with Date”) by the method Securities and Exchange Commission (the “SEC”) and ending one (1) year from the later of disposition specified by you, the Effective Date and the Six Month Date (the “Effectiveness Period”); provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be may suspend the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all use of the shares included in such registration statement assuming the sale in each threepost-month period effective amendment for one or more periods of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, not more than 90 trading days in the good faith opinion of the Board of Directors of the Companyaggregate (each a “Blackout Period”) if, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board Company’s board of Directors directors, the continued use of the post-effective amendment would be detrimental to the Company is necessary and its stockholders because of the existence of, or in order to preclude adverse impact upon such financing anticipation of, any acquisition activity or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shallunavailability, for purposes reasons beyond the control of the Company, of any required financial statements, or disclosure of information which in the good faith judgment of the Company’s board of directors is in its best interest not to publicly disclose at such time or any other material event or condition of similar significance to the Company. The Effectiveness Period shall be extended for the aggregate number of days in all such Blackout Periods.
(ii) The Company will pay all Registration Expenses in connection with the post-effective amendment pursuant to this Section 2 and 7(d8(b).
(iii) hereof, The post-effective amendment to the registration statement shall not be deemed to be have been effected unless the date on which post-effective amendment has been declared effective. If, after it has become effective, the Registration Notice was given. The obligation effectiveness of such post-effective amendment is suspended by any stop order, injunction or other order or requirement of the Company under this Section 10 SEC or other governmental agency or court of competent jurisdiction for any reason, other than by reason of some act or omission by a holder of Registrable Securities (each a “Delaying Event”), then the Effectiveness Period shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect extended for the Required Effective Period specified herein or until the distribution aggregate number of the Option Shares covered thereby is completed, whichever is shorterdays during which such Delaying Event was in effect.
Appears in 1 contract
Samples: Warrant Agreement (Seanergy Maritime Holdings Corp.)
Required Registration. If on any one occasion one or more holders of not less than fifty-one percent (a51%) At any time you may by notice to of the Registrable Shares then outstanding (including as outstanding for this purpose shares of Common Stock issuable upon exercise or conversion of outstanding Registrable Shares) shall notify the Company (the "Registration Notice") request in writing that it register or they intend to offer or cause to be offered Registrable Shares for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Noticepublic sale, the Company shall commence to prepare andwill so notify all holders of Registrable Shares. Upon written request of any holder of Registrable Shares given within fifteen (15) days after the receipt by such holder from the Company of such notification, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall Company will use its best efforts to cause such of the Registrable Shares as may be requested by any holder thereof (including the holder or holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible, at the expense of the Company. If the Company determines to include shares to be sold by it in any registration requested pursuant to this Section 3, such registration shall be deemed to be a registration under Section 2 hereof rather than under this Section 3. In any registration pursuant to this Section 3, the Company shall not have a right to include any Company shares in such registration statement to become effective and remain unless Holders of a majority of the Registrable Shares included in effect for such registration statement shall have given their consent. Notwithstanding the Required Effective Period for public sale in accordance with the method of disposition specified by youforegoing, provided, however, that (a) the Company shall not be required obligated to effect a registration pursuant to this Section 3 unless such registration shall include Registrable Shares having an anticipated fair market value of at least $1,000,000; (b) the Company shall not be obligated to file a "shelf" registration except statement pursuant to this Section 3 during the period beginning with the date sixty days prior to the Company's estimated (in good faith) date of filing of, and ending on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period a date four months following the effective date of, a registration statement (whose preparation was in progress at the beginning of such registration statement; and (Bsixty-day period) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required pertaining to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter offering of such offering. If, in the good faith opinion of the Board of Directors securities of the Company, registration would materially interfere with pre-existing contractual obligations to which provided that the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for actively employing in good faith all reasonable efforts through such period of time, in no event in excess of one hundred twenty to cause such registration statement to become effective; and (120c) days from the date on which the Registration Notice was given, as in the good faith judgment of if the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event reasonably determines that immediate registration of such deferralRegistrable Shares could have a material adverse effect upon the Company, if the shares Company may delay commencement of registration for up to three months after receipt of a request for registration as referenced above. If the Company elects to delay filing of a registration statement for such reason, the holders of a majority of the Registrable Shares requesting to be registered are included in the registration shall have the right to withdraw such request, which withdrawn request shall be acquired on exercise of deemed not to have been made. Any registration requested pursuant to this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, 3 that shall not have become effective shall not be deemed to be the date on which the Registration Notice was given. The obligation of the Company a registration under this Section 10 shall 3 unless such registration has not become effective solely as a result of any act or omission of the holders of Registrable Shares. The holders of the majority of the Registrable Shares to be deemed satisfied only when a included in any registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to this Section 10(f) below 3 which is underwritten shall have become effective and, (X) if select the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect managing underwriter for the Required Effective Period specified herein or until public offering subject to the distribution approval of the Option Shares covered thereby is completedCompany, whichever is shorterwhich approval shall not be unreasonably withheld.
Appears in 1 contract
Samples: Registration Rights Agreement (Spectra Systems Corp)
Required Registration. (a) At any time you may by notice to the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the The Company shall commence to prepare and, unless it elects to purchase all of and file with the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a Commission registration statement statements under the Securities Act for with respect to the sale of the Option Conversion Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement statements to become effective and remain in effect for promptly after filing. The registration statement with respect to the Required Effective Period for public sale in accordance Conversion Shares shall be filed with the method Commission on or before the earliest of disposition specified (i) ninety (90) days before the fifth anniversary of the Closing, or (ii) forty-five (45) days after any conversion by youa Holder of Conversion Shares pursuant to Section 5.2(b) of the Certificate of Designation, provided, however, that the Company shall not be required under this clause (ii) to file a "shelf" registration except on Form S-3 register only the Conversion Shares or other securities issued in connection with such conversion.
(or any successor to such Form). The "Required Effective Period" shall be the greater b) Except as provided in Section 2.01(c) of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offeringthis Agreement, the period required Company shall use its best efforts to dispose maintain the effectiveness of all of the shares included in such each registration statement assuming filed pursuant to this Section 2.01 until such time as all Shares registered pursuant to the sale in each three-month period of registration statement either have been transferred pursuant to the maximum number of shares permitted registration statement or are eligible to be sold pursuant to Rule 144 under the limitations Securities Act without regard to any restrictions pursuant to Rule 144(k).
(c) The obligations of the Company under this Section 14 of this Agreement. If such method of disposition 2.01 are subject to the condition that the Company shall be an underwritten public offering, entitled to require the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations Holders to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect suspend for up to defer registration for such period of time, in no event in excess of one hundred twenty ninety (12090) days from once in any twelve month period the date on which the Registration Notice was given, sale of Shares pursuant to a registration statement filed pursuant to this Section if and for so long as in the good faith judgment of (i) the Board of Directors of the Company is necessary determines, in order to preclude adverse impact upon such financing its reasonable judgment, that the sale of Shares pursuant thereto would materially interfere with any material financing, acquisition, corporate reorganization or other transaction. In material transaction by the event Company, (ii) the Company promptly gives the Holders of the Conversion Shares written notice of such deferraldetermination, if and (iii) all other similarly situated shareholders shall also be subject to the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was givensame suspension. The Company shall have no obligation to maintain the effectiveness of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option with respect to Conversion Shares specified during periods when the Holders are required to suspend the sale of such Shares as provided in your Registration Notice and not purchased by this Section 2.01(c). As soon as practicable after the expiration of such periods, the Company shall amend its registration statements as necessary to permit the Holders to sell Shares pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterregistration statements.
Appears in 1 contract
Required Registration. (a) At any time you may The Company shall, by notice to the Company Filing Date, file a registration statement (the "Registration NoticeStatement") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor or, if Form S-3 is not available, another suitable form, at the Company's discretion, but subject to such formthe reasonable approval of Holders), then on such closing date pursuant to such exercise.
(b) Promptly following receipt covering the resale of your all Registrable Securities. Such Registration Notice, Statement shall initially cover the Company shall commence to prepare and, unless it elects to purchase all number of shares issuable upon exercise of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(fWarrants plus at least Two Million Four Hundred Thousand (2,400,000) below, shall file a registration statement under the Securities Act for the sale shares of Common Stock attributable to conversions of the Option Shares specified Convertible Notes and shall cover, to the extent allowed by applicable law, such additional indeterminate number of shares of Common Stock as are required to effect conversion of the Convertible Notes due to fluctuations in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and the price of the Company's Common Stock. The Company shall use its best efforts to cause have the Registration Statement declared effective as soon as possible but in any event by the Due Date and to the extent allowable under the Securities Act and the Rules thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of shares of Common Stock as may become issuable upon conversion of the Convertible Notes and exercise of the Warrants (i) to prevent dilution resulting from stock splits, dividends, or similar transactions or (ii) as a result of decreases in the Conversion Price of the Convertible Notes. In the event that the Company (i) delivers a Rule 416 Notice (as defined in subsection (d) below) to the Holders or the Holders who hold a majority in interest of the Registrable Securities shall reasonably determine, or the SEC shall state formally or informally, that Rule 416 under the Act does not permit a registration statement to cover securities which may become effective issuable upon conversion or exercise of convertible or exercisable securities by reason of reductions in the conversion or exercise price of such securities and remain in effect for (ii) determines, which determination shall be made by the Required Effective Period for public sale in accordance with Company within five (5) business days after the method last business day of disposition specified each month after the Due Date or is notified at any time by you, provided, howevera Holder, that the Registration Statement does not cover a sufficient number of shares of Common Stock to effect the resales of a number of shares of Common Stock equal to one hundred twenty five percent (125%) of the number of shares of Common Stock issuable to each Subscriber upon conversion of all outstanding Convertible Notes then eligible for conversion, at the Conversion Price (as defined in the Convertible Notes) in effect on the last business day of such month (the "Assumed Conversion Price"), and upon exercise of all the outstanding Warrants (a "Registration Shortfall"), the Company shall, within ten (10) business days, amend the Registration Statement or file a new Registration Statement (an "Amended" or "New" Registration Statement, respectively), as appropriate, to add such number of additional shares as would be necessary to effect the resales of a number of shares of Common Stock equal to at least two hundred percent (200%) of the number of shares of Common Stock issuable to each Subscriber upon conversion of all outstanding Convertible Notes then eligible for conversion, at the Assumed Conversion Price then in effect and upon exercise of all the outstanding Warrants. If the Registration Statement is not filed by the Filing Date, Company shall pay Subscriber an amount equal to two percent (2%) per month of the aggregate Stated Value of outstanding Convertible Notes held by such Subscriber, accruing daily until the Registration Statement is filed, payable in cash or Common Stock, at the Subscriber's option, as set forth below ("Late Filing Payment"). If
(i) the Registration Statement is not be declared effective by the Due Date, (ii) any Amended or New Registration Statement required to file be filed hereunder is not declared effective within two (2) calendar months of the date it is required to be filed or (iii) at any time after the Due Date, the Registration Statement ceases to be effective or is not useable for resale of the Registrable Securities, the Company shall pay each Subscriber an amount equal to two percent (2%) per month of the aggregate Stated Value of outstanding Convertible Notes held by such Subscriber, accruing daily until the Registration Statement or a registration statement filed pursuant to Section 3 of this Agreement is declared effective (the "Late Registration Payment") and is useable for resale of the Registrable Securities. Any Late Filing Payment or Late Registration Payment shall be payable in cash or Common Stock, at the Subscriber's option, as follows: If Subscriber elects to be paid in cash, such Late Filing Payment or Late Registration Payment shall be paid to such Subscriber within five (5) business days following the end of the month in which such Late Filing Payments or Late Registration Payment was accrued. If Subscriber elects to be paid in Common Stock, such number of shares shall be determined as follows: Upon conversion of any Convertible Note(s) or portion thereof, the Company shall issue to the Subscriber the number of shares of Common Stock determined as set forth in Section 5(a) of the Convertible Notes, plus an additional number of shares of Common Stock attributable to such Convertible Note(s) (the "Additional Shares") determined as set forth below: Additional Shares = Late Registration Payment + Late Filing Payment ----------------------------------------------- Conversion Price "Conversion Price" has the definition ascribed to it in the Convertible Notes. Such Additional Shares shall also be deemed "Registrable Securities" as defined herein. The Company covenants to use its best efforts to use Form S-3 (or, if Form S-3 is not available, another suitable form, at the Company's discretion, but subject to the reasonable approval of the Subscribers) for the registration required by this Section during all applicable times contemplated by this Agreement.
(b) The Registration Statement shall be prepared as a "shelf" registration except statement under Rule 415, and shall be maintained effective until all Registrable Securities cease to exist.
(c) The Company represents that it is presently eligible to effect the registration contemplated hereby on Form S-3 and will use its best efforts to continue to take such actions as are necessary to maintain such eligibility.
(d) The Company and the Holders each acknowledge that an indeterminate number of Registrable Securities shall be registered pursuant to Rule 416 under the Act so as to include in such Registration Statement any and all Registrable Securities which may become issuable (i) to prevent dilution resulting from stock splits, stock dividends or any successor similar transactions and (ii) by reason of reductions in the Conversion Price of the Convertible Notes in accordance with the terms thereof, including, but not limited to, the terms which cause the Variable Conversion Price to such Formdecrease to the extent that the bid price of the Common Stock decreases (collectively, the "Rule 416 Securities"). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offeringIn this regard, the period required Company agrees to dispose of take all of the shares included in such registration statement assuming the sale in each three-month period of steps necessary to ensure that the maximum number of shares permitted Registrable Securities which may be registered pursuant to be sold Rule 416 under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offeringAct are covered by the Registration Statement and, absent guidance from the SEC or other definitive authority to the contrary, the Company may designate shall affirmatively support and not take any action adverse to the managing underwriter position that the Registration Statements filed hereunder cover all of such offeringthe Rule 416 Securities. IfIf the Company determines that the Registration Statements filed hereunder do not cover all of the Rule 416 Securities, the Company shall immediately provide to each Investor written notice (a "Rule 416 Notice") setting forth the basis for the Company's position and the authority therefor.
(e) The initial number of Registrable Conversion Shares included in any Registration Statement and each increase in the good faith opinion number of Registrable Conversion Shares included therein shall be allocated pro rata among the Board Holders of Directors Registrable Conversion Shares based on the number of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending Registrable Conversion Shares held by each Holder at the time the Registration Notice Statement covering such initial number of Registrable Conversion Shares or increase thereof is given, or are under active consideration declared effective by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transactionSEC. In the event that a Holder of Registrable Conversion Shares sells or otherwise transfers any of such deferralperson's Registrable Conversion Shares (other than pursuant to the Registration Statement), if each transferee shall be allocated a pro rata portion of the shares to be registered are to be acquired on exercise of this Option following the date of then remaining number or Registrable Conversion Shares included in such Registration Notice, the date on Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed remain allocated to be the date on any person which the Registration Notice was given. The obligation of the Company under this Section 10 ceases to hold any Registrable Securities shall be deemed satisfied only when a registration statement covering all Option allocated to the remaining of Holders of Convertible Notes, pro rata based on the number of Registrable Conversion Shares specified in your Registration Notice and not purchased then held by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterHolder.
Appears in 1 contract
Samples: Registration Rights Agreement (Ea Industries Inc /Nj/)
Required Registration. (a) At any time you may by notice to the The Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best efforts to prepare and as promptly as possible after the date hereof, but in any event not later than 30 days from the Closing Date (or, if such 30th day is not a Business Day, by the first Business Day thereafter) (the "Required Filing Date"), file a Registration Statement with the SEC (the "Required Registration Statement") and cause the Required Registration Statement to be declared effective under the Securities Act within 90 days after the Closing Date (or, if such registration statement 90th day is not a Business Day, by the first Business Day thereafter). The Company agrees to include in the Required Registration Statement all information that the Designated Holders shall reasonably request. If the Company fails to file the Required Registration Statement or if the Registration Statement is not effective within the periods set forth above, the Company shall pay each Purchaser an amount per month equal to 1% of the aggregate purchase price paid by such Purchaser in the Offering until such time as the Company makes such filing or causes the Registration Statement to become effective and remain in effect for effective, as applicable. The Company shall use its best efforts to keep the Required Effective Period Registration Statement continuously effective for public sale a period of two years after the Registration Statement first becomes effective, plus the number of days during which such Registration Statement was not effective or usable pursuant to Sections 2.5(b), 2.6(e) or 2.6(i), or such shorter period as will terminate when all of the Registrable Securities covered by the Required Registration Statement have been disposed of in accordance with the method of disposition specified by you, provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (Required Registration Statement or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted have otherwise ceased to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transactionRegistrable Securities. In the event the Company shall give any notice pursuant to Sections 2.6(e) or 2.6(i), the additional time period mentioned in this Section 2.1 during which the Required Registration Statement is to remain effective shall be extended by the number of such deferral, if days during the shares to be registered are to be acquired on exercise of this Option following period from and including the date of the giving of such Registration Notice, notice pursuant to Sections 2.6(e) or 2.6(i) to and including the date on which the Option was exercised shall, for purposes when each seller of Section 2 and 7(d) hereof, be deemed to be the date on which a Registrable Security covered by the Registration Notice was given. The obligation Statement shall have received the copies of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased supplemented or amended prospectus contemplated by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterSections 2.6(e).
Appears in 1 contract
Samples: Registration Rights Agreement (Northern Oil & Gas, Inc.)
Required Registration. (a) At any Commencing on the date and at the time you may the Certificate of Merger, duly executed by notice ATC Merger Sub, Inc. and IQI, Inc., is filed with the Secretary of State of New York pursuant to the Merger Agreement, if and whenever the Company (the "Registration Notice") shall receive a written request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering therefor from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration NoticeInitiating Holders, the Company shall commence agrees to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall and file promptly a registration statement under the Securities Act for covering the sale shares of Registrable Securities which are the Option Shares specified in subject of such Registration Notice (less any shares request and agrees to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for as expeditiously as possible. Upon the Required Effective Period for public sale in accordance with the method receipt of disposition specified by yousuch request, provided, however, that the Company agrees to give promptly written notice to all Holders of Registrable Securities that such registration is to be effected. The Company agrees to include in such registration statement such shares of Registrable Securities for which it has received written requests to register such shares by the Holders thereof within thirty (30) days after the receipt of written notice from the Company.
(b) The Company shall not be required obligated to prepare, file and cause to become effective only one registration statement pursuant to this Section 4 on a "shelf" form other than S-3, plus three additional registration except statements on Form S-3 S-3.
(or any successor to such Form). The "Required Effective Period" c) A registration under this Section 4 shall be on a form selected by the greater Company and reasonably acceptable to the Holders of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all majority of the shares of Registrable Securities to be included in such registration.
(d) If the Holders initiating a request for the registration of Registrable Securities pursuant to this Section 4 intend to distribute the Registrable Securities covered by their request by means of an underwriting, they agree to provide the Company with the name of the managing underwriter or underwriters (the "managing underwriter") that a majority interest of the Initiating Holders requesting such registration propose to employ, as a part of their request made pursuant to this Section 4, which managing underwriter shall be reasonably acceptable to the Company. Furthermore, the Company agrees to include such information regarding the managing underwriter in its written notice referred to in Section 4(a). In such event the right of any Holder to registration pursuant to this Section 4 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested (unless otherwise mutually agreed by the Holders of a Majority of the Registrable Securities initiating such request for registration and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting agree to enter into (together with the Company) an underwriting agreement with the underwriter or underwriters selected for such underwriting, in the manner set forth above, provided that such underwriting agreement is in customary form and is reasonably acceptable to the Company and the Holders of a majority of the shares of Registrable Securities to be included in such registration.
(e) Notwithstanding any other provision of this Section 4, if the managing underwriter of an underwritten distribution advises the Company and the Holders of Registrable Securities participating in such registration in writing that in its good faith judgment the number of shares of Registrable Securities requested to be included in such registration statement assuming exceeds the sale in each three-month period of the maximum number of shares permitted of Registrable Securities which can be sold in such offering, then (i) the number of shares of Registrable Securities so requested to be sold under the limitations of Section 14 of this Agreement. If included in such method of disposition registration shall be an underwritten public offering, the Company may designate the managing underwriter reduced to that number of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to shares which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board managing underwriter can be sold in such offering and (ii) this reduced number of Directors shares shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective number of shares of Registrable Securities held by such Holders at the time of filing the registration statement.
(f) To the extent all shares of Registrable Securities of the Initiating Holders are not included in the registration statement due to the underwriter cutbacks described above, such registration shall not count as the demand registration to which the Initiating Holders are entitled pursuant to subparagraph (b) of this Section 4.
(g) If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company is necessary may include securities for its own account in order such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.
(h) Notwithstanding any of the foregoing, the Company may delay filing a registration statement and may withhold efforts to preclude adverse impact upon such financing or other transaction. In cause the event of such deferralregistration statement to become effective, if the shares Company reasonably determines in good faith that such registration might (i) interfere with or affect the negotiation or completion of any transaction that is being contemplated by the Company (whether or not a final decision has been made to undertake such transaction) at the time the right to delay is exercised, or (ii) involve initial or continuing disclosure obligations that might not be registered are to be acquired on exercise of this Option following in the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation best interest of the Company under this Section 10 shall be deemed satisfied only when Company's stockholders. If, after a registration statement covering all Option Shares specified in your Registration Notice and not purchased by becomes effective, the Company pursuant to Section 10(f) below shall have become effective and, (X) if advises the method holders of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if the registered shares that the Company considers it is not such an offering, has remained in effect appropriate for the Required Effective Period specified herein or registration statement to be amended, the holders of such shares shall suspend any further sales of their registered shares until the distribution of Company advises them that the Option Shares covered thereby is completed, whichever is shorterregistration statement has been amended.
Appears in 1 contract
Samples: Securities Purchase and Registration Rights Agreement (Atc Communications Group Inc)
Required Registration. (aA) At any time you may after the first anniversary of the Closing, Purchaser shall have the right, by written notice to the Company (the "Registration Notice") request that it to the Company, to require the Company to use reasonable efforts to register for sale (the "Required Registration") under the Securities Act, in the manner specified in your Registration Notice, Act all or any portion of the Option Shares that have been purchased, or will be purchased on or before then owned by Purchaser (the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form"Registrable Securities"), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, and the Company shall commence be obligated to prepare and, unless it elects to purchase all of the Option Shares specified in register such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, provided, however, that the Company Registrable Securities. Purchaser shall not be required entitled to file a "shelf" registration except on Form S-3 (or exercise more than one such right in any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-12 month period or more than a total of five such rights during the maximum number of shares permitted to be sold under the limitations of Section 14 term of this Agreement. If such method of disposition shall be an underwritten public offeringNotwithstanding the foregoing, if, in addition to the Registrable Securities, the Required Registration is to include shares to be offered by the Company may designate the managing underwriter for its own account, shares of such offering. If, Trust Beneficiaries (as defined in the good faith opinion Plan of Reorganization, dated September 28, 1999, as amended, of MetLife (the "Plan")) having registration rights pursuant to Section 3.3(c)(v) of the Board Plan or shares of Directors of the Companyothers persons with registration rights, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of and the Board of Directors of the Company is necessary believes, based on advice of a nationally recognized investment banking firm selected by the Company, that including all such shares would be likely to have an adverse effect upon the price, timing or distribution of the shares included in order to preclude adverse impact upon the Required Registration, then only such financing or other transaction. In the event number of such deferralshares, if any, as the Board shall determine can be included without adversely affecting the offering shall be included in the Required Registration, and the shares to be registered are to included in the Required Registration will be acquired on exercise of this Option allocated in the following the date of priority: (w) all shares owned by such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 Trust Beneficiaries shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective andincluded first, (Xx) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorter.shares of
Appears in 1 contract
Samples: Standstill Agreement (Metlife Inc)
Required Registration. (a) At any time you may by notice to beginning twelve months after a registration statement covering an initial public offering of securities of the Company (the "Registration Notice") request that it register for sale under the Securities ActAct shall have become effective, in the manner specified in your Registration Notice, holder or holders of Registerable Stock constituting at least 51% of the total shares of Registerable Stock then outstanding may request the Company to register under the Securities Act all or any portion of the Option Shares that have been purchasedshares of Registerable Stock held by such requesting holder or holders for resale in the manner specified in such notice. In addition, at any time after July 22, 1996, if a registration statement on Form S-3 or will any successor thereto has not yet become effective, the holder or holders of Registerable Stock constituting at least 51% of the total shares of Registerable Stock then outstanding may request the Company to register under the Securities Act all or any portion of the shares of Registerable Stock held by such requesting holder or holders for sale in the manner specified in such notice. Notwithstanding anything to the contrary contained herein, no request may be purchased on or before made under this Section 3 within 120 days after the effective date of such a registration statement, or, statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Registerable Stock shall have been entitled to join pursuant to Sections 4 or 5 provided that deferral there shall have been effectively registered all shares of the date of purchase Registerable Stock as to the closing date of sale of such shares in the manner contemplated by the proposed which registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exerciseshall have been requested.
(b) Promptly following Following receipt of your Registration Noticeany request under this Section 3, the Company shall commence to prepare and, unless it elects to purchase notify all holders of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file Registerable Stock from whom a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) request has not been received and shall use its best efforts to cause such registration statement to become effective and remain in effect for register under the Required Effective Period Securities Act, for public sale in accordance with the method of disposition specified in such request from requesting holders, the number of shares of Registerable Stock specified in such request (and in all requests received by you, provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to from other holders within 15 days after the giving of such Formnotice by the Company). The "Required Effective Period" Company shall be obligated to register Registerable Stock pursuant to this Section 3 on two occasions only and shall use its best efforts to cause each such Registration Statement to become effective whether or not all shares requested to be registered can be included. However, the greater Company's obligation as to any required registration hereunder shall be deemed satisfied only if that registration statement has become effective, has remained effective for a period of 120 days (Aor such shorter period in which all securities registered have been sold) and includes all shares of Registerable Stock specified in requests received as aforesaid, for sale in accordance with the 180-day period following method of disposition specified by the effective date requesting holders, and, if such method of such registration statement; and (B) unless the proposed plan of distribution involves disposition is a firm commitment underwritten public offering, the period required all such shares shall have been sold pursuant thereto.
(c) The Company shall be entitled to dispose of all of the shares included include in such any registration statement assuming the referred to in this Section 3, for sale in each three-month period accordance with the method of disposition specified by the maximum number requesting holders, shares of shares permitted Common Stock to be sold under by the limitations Company for its own account or for sale by others, except as and to the extent that, in the opinion of Section 14 of this Agreement. If the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registerable Stock to be sold (including the price at which such securities can be sold) or reduce the number of shares of Registerable Stock otherwise able to be included in the Registration Statement. Except for registration statements on Form S-8 or any successor thereto, the Company may designate will not file with the managing underwriter Commission any other registration statement with respect to its Common Stock, whether for its own account or that of such offering. Ifother stockholders, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board receipt of Directors of the Company is necessary in order a notice from requesting holders pursuant to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by 3 until the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method completion of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares shares covered thereby is completed, whichever is shorterby such registration.
Appears in 1 contract
Required Registration. (a) At any time you may by notice to Within forty-five (45) days after the Closing of the Offering, the Company shall file a registration statement (the "Registration NoticeStatement") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such other suitable form), with the SEC covering the resale of all shares of Registrable Securities then on such closing date pursuant to such exerciseoutstanding.
(b) Promptly following receipt If the Registration Statement is not filed with the SEC within forty-five (45) days after the Closing of your Registration Noticethe Offering, the Company shall commence pay each Investor an amount equal to prepare and, unless it elects to purchase all three percent (3%) per month of the Option Shares specified aggregate amount of Preferred Stock purchased by such Investor in such the Offering, compounded monthly and accruing daily, until the Registration Notice through Statement is filed with the procedures specified SEC, payable in Section 10(f) belowcash or in common stock at the sole discretion of the Holder, which common stock shall file a registration statement under the Securities Act also be deemed "Registrable Securities" for the sale purpose of the Option Shares specified in such Registration Notice this Agreement.
(less any shares to be purchased pursuant to Section 10(fc) below) and The Company shall use its best efforts to cause such registration statement to become have the Registration Statement declared effective by the SEC.
(d) If the Registration Statement is not declared effective by the SEC, or otherwise becomes effective within the meaning of the Rules and remain in effect for regulations of the Required Effective Period for public sale in accordance with SEC. within one hundred forty-five (145) calendar days after the method Closing of disposition specified by youthe Offering, provided, however, that then the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) one- hundred forty-sixth day after the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all Closing of the shares included in such registration statement assuming the sale in Offering pay each three-month period Investor an amount equal to two percent (2%) of the maximum number aggregate amount of shares permitted to Preferred Stock purchased by such Investor in the Offering, payable in cash or in common stock at the sole discretion of the Holder, which common stock shall also be sold under deemed "Registrable Securities" for the limitations of Section 14 purpose of this Agreement. If such method of disposition shall be an underwritten public offeringOn every thirtieth calendar day thereafter until the Registration Statement becomes or is declared effective, the Company may designate shall pay each Investor an additional amount equal to two percent (2%) of the managing underwriter aggregate amount of Preferred Stock purchased by such offering. If, Investor in the good faith opinion Offering, payable in cash or in common stock at the sole discretion of the Board of Directors of Holder, which common stock shall also be deemed "Registrable Securities" for the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise purpose of this Option following Agreement. Notwithstanding anything to the date of such Registration Noticecontrary in this Agreement, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company no additional payments shall become due under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by 2(d) after the Company pursuant to Section 10(fthree-hundred sixty-fifth (365~) below shall have become effective and, (X) if day after the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution Closing of the Option Shares covered thereby is completed, whichever is shorterOffering.
Appears in 1 contract
Required Registration. (a) At any time you may by notice to the The Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for register the Required Effective Period for public sale in accordance with the method of disposition specified by yousecurities as listed below, provided, however, that the Company shall not be required have no obligation to file a "shelf" registration except statement hereunder until the date after the Company has filed a report with the Securities and Exchange Commission which includes financial statements reporting the combined results of operations of the Company and CSI for at least one month.
(a) On or before September 30, 1997, the Company shall prepare and file a Registration Statement to be held open as a shelf registration on Form S-3 (or any successor form which may be adopted by the SEC) with respect to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all 50% of the shares included in Registrable Securities and will use its best efforts to cause such registration statement assuming Registration Statement to become effective thereafter and remain effective for one year. If any CSI Shareholder dies, becomes disabled, or is terminated from employment without cause prior to the Registration Statement being effective for one-year, Platinum shall amend the Form S-3 to permit such Shareholder, his estate, or personal representative, to immediately resell his remaining Registrable Securities, provided that such sale in each three-month period does not violate the pooling of interests accounting treatment of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offeringtransaction.
(b) On or before November 15, 1997, the Company shall prepare and file a Registration Statement on Form S-8 (or any successor form which may designate be adopted by the managing underwriter SEC) with respect to the shares of such offeringPlatinum Common Stock issuable upon exercise of Platinum stock options which were issued to CSI option holders pursuant to the Agreement of Merger. IfNotwithstanding anything contained in this Section 2.1 to the contrary, in if the good faith opinion Company furnishes to the Holders a certificate signed by the President of the Board of Directors of the CompanyCompany stating that, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company, such registration would be detrimental to the Company and that it is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation best interests of the Company under this Section 10 to defer the filing of a registration statement, then the Company shall be deemed satisfied only when have the right to defer the filing of a registration statement covering all Option Shares specified in your Registration Notice and with respect to such offering for a period of not purchased by more than sixty (60) days; provided, however, that the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all may not exercise such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained right more than once in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterany twelve-month period.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (Platinum Software Corp)
Required Registration. (a) Subject to this Section 3, the Company shall prepare and file with the Commission a Registration Statement on Form S-3 covering the resale of all of the Registrable Securities on May 5, 2001 (the "Filing Date"). In the event that Form S-3 is unavailable for such a registration or does not cover all of the Registrable Securities, the Company shall (i) register the sale of the Registrable Securities on another appropriate form reasonably acceptable to the Investor of the Registrable Securities and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available. The Company shall use its reasonable best efforts to have such Registration Statement declared effective as soon after the filing thereof as possible. In the event that the Registration Statement is not declared effective by May 25, 2001 (the "Target Effective Date"), then, subject to Section 3(b) and Section 3(c) below, the Company will pay Investor, within five (5) business days of the Actual Effective Date (as defined below) the amount of eight hundred eighty-five dollars ($885) per day for each full day after the Target Effective Date that the Registration Statement has not been declared effective (such aggregate amount, the "Per Diem Payment"). Such Per Diem Payment shall be increased by an amount equal to the product of (1) the amount, if any, by which the closing price for the Company's Common Stock, as reported on The Nasdaq Stock Market (the "Closing Price") on the Target Effective Date exceeds the Closing Price on the date the Registration Statement is declared effective by the Commission (the "Actual Effective Date") and (2) the number of Registrable Securities (such amount plus the Per Diem Payment, the "Delayed Registration Payment").
(b) Notwithstanding anything to the contrary in Section 3(a) above, on the earlier of (i) July 10, 2001 and (ii) the date that the amount of the Delayed Registration Payment (assuming for purposes of such calculation that the Actual Effective Date is the Call Date (as defined below)) is equal to fifty thousand dollars ($50,000) in the aggregate (the "Call Date"), the Company shall have the right, on the first business day after the Call Date, to require the Investor to sell to the Company all of the Registrable Securities then owned by the Investor (the "Call Right") by providing written notice (the "Call Notice") to the Investor of its exercise of such right. The aggregate purchase price (the "Call Purchase Price") payable to the Investor by the Company for all Registrable Securities shall be equal to two million one hundred twenty-five thousand dollars ($2,125,000) plus the amount of the Delayed Registration Payment (assuming for purposes of such calculation that the Actual Effective Date is the Call Date). The closing of the purchase and sale of the Registrable Securities pursuant to this Section 3(b) shall take place on or before ten (10) business days from the Call Date at such time and at such location as may be reasonably acceptable to the Company and the Investor. At such closing (i) the Company shall pay the Call Purchase Price in full by wire transfer of immediately available funds and the Investor shall deliver the Registrable Securities to be sold to the Company duly endorsed for transfer to the Company, (ii) the parties shall execute all instruments reasonably necessary to terminate this Agreement and (iii) upon request of the Company, the Investor shall provide to the Company a certificate to the effect that the Registrable Securities are free and clear of all liens and encumbrances of any time you may by kind, nature and description.
(c) Notwithstanding the foregoing, in the event that the Investor provides written notice to the Company (the "Registration Investor Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of five (5) business days from the date of purchase the Call Notice that it wishes to retain the closing Registrable Securities, then (i) the Call Right of the Company shall immediately terminate, (ii) the Investor shall retain ownership of the Registrable Securities, (iii) the Company shall thereafter use its reasonable best efforts to have the Registration Statement declared effective by the Commission as soon as reasonably practicable, and (iv) the amount of the Delayed Registration Payment shall be equal to fifty thousand dollars ($50,000) irrespective of the eventual Actual Effective Date and shall be due and payable by the Company on the fifth day following the date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exerciseInvestor Notice.
(bd) Promptly Subject to Section 3(e), following receipt of your Registration Noticethe Actual Effective Date, the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall will use its reasonable best efforts to cause such registration statement Registration Statement to become remain continuously effective for a period that will terminate on the one year anniversary of the Completion Date (the "Registration Effective Period") provided that the Registration Statement remains effective and remain no stop order or suspension of the use of the Resale Registration Statement has been imposed by the Commission.
(e) The Company shall have the right at any time to require that the Investor suspend further open market offers and sales of Registrable Securities whenever, and for so long as (subject to the penultimate sentence of this Section 3(e)), in effect for the Required Effective Period for public sale reasonable judgment of Company after consultation with counsel there is in accordance existence material undisclosed information or events with the method of disposition specified by you, provided, however, respect to Company; provided that the Company shall not be required have furnished to file the Investor a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be certificate signed by the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all President of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as stating in the good faith judgment of the Board of Directors of the Company is necessary in order Company, it would be detrimental to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation business of the Company for such registration to be used at such time (the "Suspension Right"). Subject to the penultimate sentence of this Section 3(e), in the event that the Company exercises the Suspension Right, such suspension will continue for not more than a period of time reasonably necessary for disclosure to occur at a time that is not materially detrimental to Company and its stockholders or until such time as the information or event is no longer material, each as determined in good faith by Company after consultation with counsel. The Company will promptly give the Investor notice of any such suspension and will use its best efforts to limit the length of the suspension to ten (10) days. Notwithstanding any other provision of Section 3, all such suspensions under this Section 10 3(e) collectively shall be deemed satisfied only not exceed an aggregate of twenty (20) days during the period when the Registration Statement is effective. In addition, during any period when a registration statement covering all Option Shares specified suspension is in your Registration Notice effect hereunder, Company will suspend the use of, and not purchased by file, any other Company registration statements.
(f) The Registration Statement filed pursuant to this Section 3 may include other securities of the Company with respect to which registration rights have been granted prior to the date hereof, and may include securities of the Company being sold for the account of other stockholders of the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterregistration rights.
Appears in 1 contract
Required Registration. (a) At any time you may by notice to the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statementJuly 6, or1998, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration Peritus shall file a Registration Statement on Form S-3 (or any successor form relating to such form), then on such closing date pursuant to such exercise.
secondary offerings) (bthe "RESALE REGISTRATION STATEMENT") Promptly following receipt of your Registration Notice, the Company shall commence to prepare and, unless it elects to purchase registering all of the Option Shares specified in such Registration Notice through then held by the procedures specified in Section 10(f) below, shall file a registration statement under Seller (the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below"REMAINING SHARES") and shall use its best efforts to cause such registration statement the Resale Registration Statement to become effective promptly following the filing thereof and to remain in effect effective until the second anniversary of the date hereof. If the Resale Registration Statement is not declared effective by the Commission prior to August 1, 1998, Peritus shall pay the Seller the sum of $5,000 for the Required Effective Period for public sale in accordance with the method of disposition specified by you, provided, however, each day that the Company Resale Registration Statement is not effective, it being understood and agreed that (i) August 1, 1998 shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date first day for which such amount will be assessed, (ii) no such amount will be assessed for the day on which the Resale Registration Notice was givenStatement is declared effective, and (iii) Peritus shall be liable for no more than an aggregate of $100,000. The obligation Peritus shall pay any amount described in the preceding sentence in one payment by wire transfer of immediately available funds on the fifth business day following the earlier of (x) the effective date of the Company Resale Registration Statement or (y) August 21, 1998.
(b) Peritus may not include any issued and outstanding shares of Common Stock held by others in the Resale Registration Statement without the prior written consent of the Seller, which consent shall not be unreasonably withheld. Prior to January 1, 1999, the Seller agrees to sell (pursuant to the Resale Registration Statement or otherwise) no more than the number of Shares determined by adding (x) the difference, if any, between 500,000 and the number of Shares sold pursuant to Section 3(a) hereof (the "SHARE DIFFERENCE") and (y) one-half of the difference between the Remaining Shares and the Share Difference.
(c) If at or after the time of any requirement to register Shares pursuant to Section 2(a) hereof, Peritus is unable to file or have declared effective any such Resale Registration Statement under applicable Commission rules and regulations, then the periods of time under this Section 10 shall be deemed satisfied extended only when a registration statement covering to the extent necessary to comply with such Commission rules and regulations; provided that, this Section 2(c) shall not be applicable in the event that Peritus is unable to file or have declared effective any such Resale Registration Statement under applicable Commission rules and regulations due to its failure to timely file with the Commission all Option of the reports and material required to be filed pursuant to Sections 13, 14 or 15(d) of the Exchange Act for the 12 calendar months immediately preceding the time of the requirement to register Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f2(a) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterhereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Peritus Software Services Inc)
Required Registration. (a) At any time you may may, by notice to the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that you have been purchased, or will be purchased purchase on or before the effective date of such registration statement, or, provided that deferral of the date of Of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, Notice the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f10(e) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f10(e) below) and shall use its best efforts to cause such registration statement to become effective and to remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, the number of Option Shares specified in such Registration Notice, provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-180 day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-three month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. IfThe Company shall not be obligated to register Option Shares pursuant to this Section 10 (i) on more than three occasions in the aggregate; (ii) on more than one occasion in any period of twelve consecutive months with respect to shares acquired on exercise of any options acquired by any person at any time under the Harpo Agreement (including any existing or subsequent amendments to that agreement); or (iii) at any time when the registration, offering or sale of Option Shares would violate any law, rule or regulation. For purposes of the foregoing sentence, a registration under this Option or under the option agreement issued on this same date to Xxxxxxx X. Xxxxxx shall be aggregated and any request for registration given by Xxxxxxx X. Xxxxxx pursuant to this Section 10 shall, as a condition to its effectiveness, confirmed in writing by Xxxxx Xxxxxxx (if she is then competent to give such confirmation). In addition, if, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing preexisting contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its material subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f10(e) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required required Effective Period specified herein or until the distribution of the Option Shares shares covered thereby is completed, whichever is shorter.
Appears in 1 contract
Required Registration. (a) At any time you may by notice to Within 15 months after the Closing as set forth in the Stock Purchase Agreement the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause file a registration statement with the Commission on Form S-1, Form SB-2, or Form S-3, as applicable, (or any successor form) of all of the Registrable Shares owned by the Shareholders. If the Shareholders intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in a timely manner so as to allow for the Company to enter into appropriate agreements with the underwriter. In the event such registration statement is underwritten, the right of the Shareholders to become participate shall be conditioned on such Shareholders’ participation in such underwriting. Within 10 days after the receipt by the Company of such request for registration pursuant to this Section 1.3(a), the Company shall give written notice of such proposed registration to all Shareholders. The Company shall, as expeditiously as possible, use its best efforts to effect the registration, on Form S-1, Form SB-2, or Form S-3, as applicable, (or any successor form), qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) of all Registrable Shares. Notwithstanding the foregoing, the Company may delay the filing, amendment and/or the effectiveness of such Registration Statement, for a period not to exceed 90 days in the aggregate during any 12 month period, if at the time the Company is engaged in a material transaction and the filing, amendment and/ or effectiveness of such Registration Statement would have a material adverse effect on such transaction.
(b) If the underwriter, if any, managing any underwritten registration under this Section 1.3 determines in good faith that, because of marketing factors the number of Registrable Shares requested to be registered by all Shareholders exceed the number of Registrable Shares to which such registration should, in the opinion of the managing underwriter, be limited (the “Underwriters’ Maximum Number”), then (A) the Company will be obligated and required to include in such registration the number of Registrable Shares requested to be registered by all Shareholders which does not exceed the Underwriters’ Maximum Number and such Registrable Shares shall be allocated pro rata among the Shareholders based upon the number of Registrable Shares requested to be included by such Shareholders, and (B) if the Underwriters’ Maximum Number exceeds the number of Registrable Shares which the Company shall be required to include in such registration pursuant to clause (A) of this Section 1.3(c), then the Company may include in such registration that number of securities which persons (other than the Shareholders) shall have requested be included in such registration and which shall not be greater than such excess.
(c) If at the time of any request to register Registrable Shares pursuant to this Section 1.3, the Company is engaged or has fixed plans to engage within 90 days of the time of the request in a registered public offering as to which the Shareholders may include Registrable Shares pursuant to Section 1.4, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the effective and remain in effect for the Required Effective Period for public sale in accordance with the method date of disposition specified by you, such offering; provided, however, that (i) such direction by the Company must be made within 30 days of the Shareholders’ request to register Registrable Shares pursuant to this Section 1.3, (ii) the Company shall not be required use its best efforts in good faith to file a "shelf" cause the registration except on Form S-3 (or any successor statement relating to such Form). The "Required Effective Period" underwritten registered public offering to be filed and to become effective as expeditiously as shall be the greater of (A) the 180-day period following the effective date of such registration statement; reasonably possible, and (Biii) unless the proposed plan of distribution involves that such right to delay a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to request can be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained more than once in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorter.any 18 month period
Appears in 1 contract
Required Registration. (a) At any time you may by notice Upon the written request of all of the Shareholders delivered to the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before after the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration NoticePayment Date for Year Four, the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall and file as soon as reasonably practicable a registration statement under the Securities Act for the sale covering all of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) Registrable Securities and shall use its best commercially reasonable efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, provided, however, as expeditiously as possible; PROVIDED that the Company shall not be required may delay filing any registration statement and withhold efforts to file cause any such registration statement to become effective pursuant to this Section 2 for a "shelf" registration except on Form S-3 period of up to a maximum of 180 days if (or any successor to such Form). The "Required Effective Period" shall be the greater of i) (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by counsel for the Company, the Company may elect would thereby be required to defer registration for such period of time, in no event in excess of one hundred twenty disclose information relating to pending corporate developments or business transactions (120including any financing) days from involving the date on which the Registration Notice was given, as Company not otherwise required by law to be publicly disclosed and (B) in the good faith judgment of the Board of Directors such disclosure at such time could have a material adverse effect on the Company or on any such corporate development or business transaction or (ii) in the good faith judgment of the Board such registration would have a material adverse effect on a registered public offering of securities by the Company then in process (which registered public offering will give rise to the incidental registration rights set forth in Section 3 hereof upon its consummation). Following the delay of the filing of a registration statement or withholding of efforts to cause any registration statement to become effective in accordance with the above, the Company shall promptly proceed with such filing or resume efforts to cause a declaration of effectiveness at the earliest time such disclosure can be made without material adverse effect or such other public offering is necessary abandoned or completed (subject to section 2(c) hereof), as the case may be, whether or not such 180-day period has expired. The Company shall include in order such registration statement all shares of Registrable Securities.
(b) The Company shall be obligated to preclude adverse impact upon such financing or other transaction. In prepare, file and use its commercially reasonable efforts to cause to become effective only one registration statement pursuant to this Section 2 and shall be obligated to maintain the event effectiveness of such deferral, if registration statement until the earlier of (i) the sale of all shares to be registered are to be acquired on exercise of this Option following pursuant thereto or (ii) the date of such Registration Notice, that is 120 days after the date on which the Option was exercised shall, for purposes registration statement is initially declared effective.
(c) Notwithstanding the requirements of Section 2(a), the Company (i) shall not be required by this Section 2 to effect a registration of Registrable Securities unless Form S-3 or other equivalent form is then available for such registration and 7(d(ii) hereofshall not be required to effect a registration of Registrable Securities pursuant to this Section 2 within the 180-day period immediately following the effective date of any underwritten offering of securities by the Company.
(d) If Shareholders intend to distribute the Registrable Securities covered by their request by means of an underwriting, be deemed to be they shall provide the date on which Company with the Registration Notice was given. The obligation name of the Company under managing underwriter or underwriters (the "managing underwriter") that a majority in interest of the Shareholders propose to employ, which managing underwriter shall be reasonably acceptable to the Company, as a part of their request made pursuant to this Section 10 2, and the Shareholders shall be deemed satisfied only when a registration statement covering all Option Shares specified include such information in your Registration Notice and not purchased by the written notice referred to in Section 2(a). If no such notice is provided, the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method may at its option require distribution of disposition you specify is such securities by means of a firm commitment underwritten public offeringunderwriting and may choose the managing underwriter, all so long as such Option Shares underwriter is a nationally recognized underwriting firm, which managing underwriter shall be reasonably acceptable to a majority in interest of the Shareholders. In either such event the right of any Holder to registration pursuant to this Section 2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested (unless otherwise mutually agreed by the Holders of a Majority of the Registrable Securities and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into (together with the Company) an underwriting agreement with the underwriter or underwriters selected for such underwriting, in the manner set forth above, provided that such underwriting agreement is in customary form and is reasonably acceptable to the Holders of a majority of the shares of Registrable Securities.
(e) If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company and, subject to the requirements of Section 7 hereof, other holders of the Company's securities may include securities for its (or their) own account in such registration if (i) the managing underwriter so agrees and (ii) the number of Registrable Securities which would otherwise have been sold pursuant thereto; or included in such registration and underwriting will not thereby be limited and (Yiii) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterother securities are then registrable on Form S-3.
Appears in 1 contract
Samples: Registration Rights Agreement (Able Telcom Holding Corp)
Required Registration. (a) At any time you may by notice after all of the Registrable Securities (as defined in the Registration Rights Agreement) have been registered pursuant to effective registration statements filed pursuant to the Company Registration Right Agreement (the "Registration Notice") “Effective Date”), the holders of Restricted Stock constituting at least 20% of the total shares of Restricted Stock then outstanding may request that it the Company to register for sale under the Securities Act, in the manner specified in your Registration Notice, Act all or any portion of the Option Shares that have been purchasedshares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice if either (A) the reasonably anticipated aggregate price to the public of such public offering would exceed $5,000,000, or will (B) the shares of Restricted Stock for which registration has been requested shall constitute at least 30% of the total shares of Restricted Stock then outstanding. Notwithstanding anything to the contrary contained herein, no request may be purchased on or before made under this Section 4 within 120 days after the effective date of such a registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated statement filed by the proposed registration will not disqualify Company covering a firm commitment underwritten public offering in which the offering from registration on Form S-3 (or any successor holders of Restricted Stock shall have been entitled to such form), then on such closing date join pursuant to such exerciseSections 5 or 6 and in which there shall have been effectively registered all shares of Restricted Stock as to which registration shall have been requested.
(b) Promptly following Following receipt of your Registration Noticeany notice under Section 4, the Company shall commence to prepare and, unless it elects to purchase immediately notify all holders of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) Restricted Stock from whom notice has not been received and shall use its reasonable best efforts to cause such registration statement to become effective and remain in effect for register under the Required Effective Period Securities Act, for public sale in accordance with the method of disposition specified by you, provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to in such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offeringnotice from requesting holders, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under of Restricted Stock specified in such notice (and in all notices received by the limitations Company from other holders within 30 days after the giving of Section 14 of this Agreementsuch notice by the Company). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering. If, in subject to the good faith opinion of the Board of Directors approval of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject approval shall not be unreasonably withheld or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was givendelayed. The obligation of the Company under shall be obligated to register Restricted Stock pursuant to this Section 10 4 on three occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering all Option Shares shares of Restricted Stock specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective andnotices received as aforesaid, (X) if for sale in accordance with the method of disposition you specify is specified in notices received as aforesaid (including a firm commitment underwritten public offering), all such Option Shares shall have been sold pursuant to a registration statement covering such shares.
(c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter (if such method of marketing of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form X-0, X-0 or any successor thereto; , the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or (Y) if it is not such an offeringthat of other stockholders, has remained in effect for from the Required Effective Period specified herein or date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the Option Shares covered thereby is completed, whichever is shorterregistration contemplated thereby.
Appears in 1 contract
Samples: Investor Rights Agreement (Achillion Pharmaceuticals Inc)
Required Registration. (a) At any time you may by notice to Within ninety (90) days after the Last Closing (as defined in the Subscription Agreement) of the Offering, the Company shall file a registration statement (the "Registration NoticeStatement") request that it register for sale under the Securities Acton Form S-1, in the manner specified in your Registration Notice, all Form SB-2 or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration Form S-3 (if filing on Form S-3 is available to Company) (or any successor to such other suitable form), covering the resale of all shares of Registrable Securities then on such closing date pursuant to such exerciseoutstanding.
(b) Promptly following receipt of your The Registration Notice, the Company Statement shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file be prepared as a "shelf" registration statement under Rule 415, and shall be maintained effective until the Securities Act for distribution described in the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and Statement is completed. The Company shall use its best efforts to cause have the Registration Statement declared effective as soon as possible after filing.
(c) The Holders have the right to convert the Preferred Stock into Common Stock pursuant to the terms of the Subscription Agreement and the Certificate of Designation of Series B Preferred Stock of the Company and sell the Common Stock under Regulation S and applicable exemptions until such time that the Registration Statement becomes effective.
(d) Notwithstanding anything to the contrary contained herein, any Holder (together with any assignee of its rights) (collectively referred to as "Excluded Holders") shall be entitled, by written notice to the Company delivered at any time prior to the filing of the Registration Statement contemplated by this Section 2, to elect to have the Registrable Securities issued or issuable to it excluded from the Registration Statement. In the event a Holder elects not to have its Registrable Securities included in the Registration Statement, the Holder shall, nonetheless, and notwithstanding anything herein to the contrary, have the right (i) upon written notice to the Company from Holders of at least twenty-five (25%) of the Registrable Securities not subject to another registration statement then on file with the Securities and Exchange Commission, at any time following the expiration of the ninety (90) day period following the Last Closing, to become effective cause the Company to effect a Demand Registration (as defined in Section 3) registering the Registrable Securities held by such Holders on Form S-1 or Form SB-2 or, if available, Form S-3 (or other suitable form, subject to the approval of such Holders), and remain (ii) at any time following the Due Date, to have its shares included in effect for the Required Effective Period for public sale any Piggyback Registration (as defined in Section 4), in each case in accordance with the method provisions of disposition specified Sections 3 and 4 hereof. In connection with a Demand Registration initiated by youthe Excluded Holders under this Subsection 2(d), provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater pay all costs and expenses of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included Demand Registration in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of accordance with Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorter9.
Appears in 1 contract
Required Registration. (a) At If at any time you may after December 30, 1997, the Company receives a written request from the record holder or holders of an aggregate of at least a majority of the Securities (collectively, the "Registrable Shares") not registered under the Securities Act and sold, the Company shall prepare and file a registration statement under the Securities Act covering the Registrable Shares; provided, however, that (i) all Shares covered by notice such registration statement shall either be converted prior to inclusion in such registration statement or the holders thereof shall execute and deliver a written commitment to the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option to convert such Shares that have been purchased, or will be purchased on or before simultaneously within the effective date of such registration statement, or, provided (ii) the Company will not be obligated to effect more than two registrations (other than incidental registrations pursuant to Section 8.1(b) hereof and not including registration statements that deferral of are withdrawn) under these demand right provisions and shall not be required to cause a second registration statement to be effective earlier than the date which is twelve (12) months from the date of purchase effectiveness of the first registration statement filed pursuant to this Section 8.1(a); and (iii) the Company shall not be obligated to file any such registration statement if the anticipated aggregate offering price, based upon the public offering price per share proposed by the underwriters, net of underwriting discounts and commissions, would be less than $1,500,000. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Shares that such registration is to be effected. The Company shall include in such registration statement such Registrable Shares for which it has received written requests to register by such other record holders within thirty (30) days after the Company's written notice to such other record holders.
(b) In the event that the holders of a majority of the Registrable Shares, for which registration has been requested pursuant to this section determine for any reason not to proceed with a registration at any time before the registration statement has been declared effective by the Commission, and such holders request the Company to withdraw such registration statement with respect to the closing date of sale Registrable Shares covered thereby, and the holders of such shares Registrable Shares agree to bear their own expenses incurred in connection therewith and to reimburse the manner contemplated Company for the expenses incurred by it attributable to the proposed registration will of such Registrable Shares, then the holders of such Registrable Shares shall not disqualify be deemed to have exercised a demand right pursuant to Section 8.1(a).
(c) In addition to the offering from foregoing, the record holder or record holders of a majority of the Registrable Shares not registered under the Securities Act and sold pursuant to such registration may require the Company to file any number of registration statements on Form S-3 (or any successor to form subsequently promulgated by the Commission as a replacement for Form S-3) if such form), form is then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, available for use by the Company shall commence to prepare andand such record holder or holders, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, provided, however, provided that the Company shall not be required obligated to file a "shelf" registration except on Form S-3 (or register securities under this Section 8.1(c) more frequently than once during any successor to such Form). The "Required Effective Period" shall be period of twelve calendar months and the greater total amount of (A) the 180-day period following the effective date of securities registered in each such registration statement; shall not be less than $500,000.
(d) The Company and (B) unless the proposed plan any other holder of distribution involves a firm commitment underwritten public offering, the period required to dispose securities of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of include securities in any registration pursuant to this Section 8.1; provided that such offering. Ifadditional securities may be excluded, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject whole or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as part if in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event managing underwriter of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all the inclusion of such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for securities would interfere with the Required Effective Period specified herein or until the distribution successful marketing of the Option Shares covered thereby is completed, whichever is shorterRegistrable Shares.
Appears in 1 contract
Required Registration. (a) At any time you time, a Stockholder or Stockholders may by notice to request the Company (the "Registration Notice") request that it register for sale under the Securities ActCompany, in writing, to effect the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor form relating to secondary offerings) of all or any portion of the Registrable Shares. If the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request and shall include the identity of the proposed underwriter who shall be acceptable to the Company. Upon receipt of any such form)request, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 10 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3 (or such closing date pursuant successor form) of all Registrable Shares which the Company has been requested to such exerciseso register.
(b) Promptly following receipt of your Registration Notice, the The Company shall commence only be required to prepare and, unless it elects to purchase all effect a total of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased two registrations pursuant to Section 10(fparagraph (a) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by youabove. In addition, provided, however, that the Company shall not be required to file effect any registration within six months after the effective date of any other Registration Statement of the Company.
(c) If at the time of any request to register Registrable Shares pursuant to this Section 2, the Company is engaged or has fixed plans to engage within 90 days of the time of the request in a "shelf" registered public offering as to which the Stockholders may include Registrable Shares pursuant to Section 3 or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be materially adversely affected by the requested registration except on Form S-3 (or any successor to the material detriment of the Company, then the Company may at its option direct that such Form). The "Required Effective Period" shall request be the greater delayed for a period not in excess of (A) the 180-day period following six months from the effective date of such offering or the date of commencement of such other material activity, as the case may be. Following the delay of the filing of a registration statement; and (B) unless statement in accordance with the proposed plan of distribution involves a firm commitment underwritten public offeringabove, the period required to dispose of all of Company shall promptly proceed with such filing at the shares included in earliest time practicable, notwithstanding such registration statement assuming the sale in each threesix-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If has not run, if such method of disposition shall be an underwritten registered public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company offering is then subject or financing arrangements or other material transactions involving abandoned by the Company or any of its subsidiaries are pending at the time the Registration Notice such adverse effect on such other activity is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterlonger present.
Appears in 1 contract
Samples: Registration Rights Agreement (Arch Communications Group Inc /De/)
Required Registration. If on any one occasion one or more holders of not less than fifty-one percent (a51%) At any time you may by notice to of the Registrable Shares then outstanding (including as outstanding for this purpose shares of Common Stock issuable upon exercise or conversion of outstanding Registrable Shares) shall notify the Company (the "Registration Notice") request in writing that it register or they intend to offer or cause to be offered Registrable Shares for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Noticepublic sale, the Company shall commence to prepare andwill so notify all holders of Registrable Shares. Upon written request of any holder of Registrable Shares given within 15 days after the receipt by such holder from the Company of such notification, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall Company will use its best efforts to cause such of the Registrable Shares as may be requested by any holder thereof (including the holder or holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible, at the expense of the Company. If the Company determines to include shares to be sold by it in any registration requested pursuant to this Section 3, such registration shall be deemed to be a registration under Section 2 hereof rather than under this Section 3. In any registration pursuant to this Section 3, the Company shall not have a right to include any Company shares in such registration statement to become effective and remain unless Holders of a majority of the Registrable Shares included in effect for such registration statement shall have given their consent. Notwithstanding the Required Effective Period for public sale in accordance with the method of disposition specified by youforegoing, provided, however, that (a) the Company shall not be required obligated to file a "shelf" registration except statement pursuant to this Section 3 during the period beginning with the date 60 days prior to the Company's estimated (in good faith) date of filing of, and ending on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period a date four months following the effective date of, a registration statement (whose preparation was in progress at the beginning of such registration statement; and (B60-day period) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required pertaining to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter offering of such offering. If, in the good faith opinion of the Board of Directors securities of the Company, registration would materially interfere with pre-existing contractual obligations to which provided that the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for actively employing in good faith all reasonable efforts through such period of time, in no event in excess of one hundred twenty to cause such registration statement to become effective; and (120b) days from the date on which the Registration Notice was given, as in the good faith judgment of if the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event reasonably determines that immediate registration of such deferralRegistrable Shares could have a material adverse effect upon the Company, if the shares Company may delay commencement of registration for up to three months after receipt of a request for registration as referenced above. If the Company elects to delay filing of a registration statement for such reason, the holders of a majority of the Registrable Shares requesting to be registered are included in the registration shall have the right to withdraw such request, which withdrawn request shall be acquired on exercise of deemed not to have been made. Any registration requested pursuant to this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, 3 that shall not have become effective shall not be deemed to be the date on which the Registration Notice was given. The obligation of the Company a registration under this Section 10 shall 3 unless such registration has not become effective solely as a result of any act or omission of the holders of Registrable Shares. The holders of the majority of the Registrable Shares to be deemed satisfied only when a included in any registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to this Section 10(f) below 3 which is underwritten shall have become effective and, (X) if select the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect managing underwriter for the Required Effective Period specified herein or until public offering subject to the distribution approval of the Option Shares covered thereby is completedCompany, whichever is shorterwhich approval shall not be unreasonably withheld.
Appears in 1 contract
Samples: Registration Rights Agreement (Spectra Systems Corp)
Required Registration. (a) At any time you may by notice after six months after the Registration Date, if holders of not less than 20% of the Series B Restricted Shares and Series C Restricted Shares, in the aggregate, then outstanding shall, in writing, state that such holders desire to sell Registrable Shares in the Company (public securities markets and request the "Registration Notice") request that it register for sale Corporation to effect the registration under the Securities ActAct of Registrable Shares, in the manner specified in your Registration Notice, all or any portion Corporation shall promptly use its best efforts to effect the registration under the Securities Act of the Option Registrable Shares that have which the Corporation has been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase so requested to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exerciseregister.
(b) Promptly following receipt of your Registration NoticeAnything contained in Section 2(a) to the contrary notwithstanding, the Company Corporation shall commence not be obligated to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a effect any registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f2(a) belowexcept in accordance with the following provisions:
(i) and The Corporation shall not be obligated to use its best efforts to file and cause such registration statement to become effective (A) more than two registration statements initiated pursuant to this Section 2 on Form S-1 promulgated under the Securities Act or any successor forms thereto, (B) any registration statement with respect to which the reasonably anticipated proceeds shall not exceed $5,000,000 or (C) any registration statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which Primary Shares are to be or were sold has been filed and remain not withdrawn or has been declared effective within the prior 90 days.
(ii) The Corporation may delay the filing or effectiveness of any registration statement for a period of up to 90 days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Corporation is engaged, or has fixed plans to engage within 90 days of the time of such request, in effect for a firm commitment underwritten public offering of Primary Shares in which the Required Effective Period for public sale holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (B) the Corporation reasonably determines that such registration and offering would interfere with any material transaction involving the Corporation, as approved by the Board of Directors.
(iii) With respect to any registration pursuant to this Section 2, the Corporation shall give notice of such registration to any Investor who does not request registration hereunder and to the holders of all Other Shares which are entitled to piggy back registration rights and the Corporation may include in accordance with the method of disposition specified by yousuch registration any other Registrable Shares, Primary Shares or Other Shares; provided, however, that if the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be managing underwriter advises the greater of (A) Corporation that the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose inclusion of all of the shares Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration statement assuming would interfere with the sale in each three-month period successful marketing (including pricing) of the maximum Registrable Shares proposed to be included in such registration, then the number of shares permitted Registrable Shares, Primary Shares and/or Other Shares proposed to be sold under the limitations of Section 14 of this Agreement. If included in such method of disposition registration shall be an underwritten public offeringincluded in the following order:
(A) first, the Company may designate Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the managing underwriter holders thereof based upon the number of Registrable Shares requested to be registered by each such offering. Ifholder);
(B) second, the Primary Shares; and
(C) third, the Other Shares which are entitled to piggy back registration rights.
(c) At any time before the registration statement covering Registrable Shares becomes effective, the holders of a majority of the Series B Restricted Shares and Series C Restricted Shares, in the good faith opinion aggregate, requested to be included in such registration may request the Corporation to withdraw or not to file the registration statement. In that event, if such request of withdrawal shall not have been caused by, or made in response to, the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Board Corporation, the holders shall have used one of Directors their demand registration rights under this Section 2 and the Corporation shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to this Section 2 unless the Company, registration would materially interfere with pre-existing contractual obligations remaining holders shall pay to which the Company is then subject or financing arrangements or other material transactions involving Corporation the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration expenses incurred by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following Corporation through the date of such Registration Notice, the date on which the Option was exercised shall, request. A registration will not count as a demand registration for purposes of Section 2 and 7(d) hereof, be deemed hereof unless the Investors requesting registration are able to register at least 85% of the Registrable Shares requested to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified included in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterregistration.
Appears in 1 contract
Required Registration. (a) At If at any time you may by notice after the earlier to the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion occur of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral fourth anniversary of the Closing Date or the date of purchase to that is six-months after the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration NoticeCompany's initial Public Offering, the Company shall commence to prepare and, unless it elects to purchase all receive a written request therefor from holders of a majority of the Option shares of Common Stock issued or issuable upon conversion of the Preferred Shares specified in such Registration Notice through or Warrant Stock (the procedures specified in Section 10(f) below"Registrable Shares"), the Company shall prepare and file a registration statement under the Securities Act for covering the sale Registrable Shares, which are the subject of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) request and shall use its best efforts to cause such registration statement to become effective. The Company shall be obligated to prepare, file and cause to become effective only two registration statements (other than on Form S-3 or any successor form promulgated by the Commission ("Form S-3")) pursuant to this Section 8.1, and remain to pay the expenses associated with such registration statements. Notwithstanding the foregoing, the holders of a majority of the Registrable Shares may require, pursuant to this Section 8.1, the Company to file, and to pay the expenses associated with, any number of registration statements on Form S-3, if such form is then available for use by the Company. In the event that holders of a majority of the Registrable Shares participating in effect the registration determine for any reason not to proceed with such registration at any time before a registration statement has been declared effective by the Commission, and such registration statement, if theretofore filed with the Commission, is withdrawn with respect to the Registrable Shares covered thereby, and the holders of the Registrable Shares participating in such registration each agree to bear their own expenses incurred in connection therewith and to reimburse the Company, on a pro rata basis, for the Required Effective Period for public sale in accordance with expenses incurred by it attributable to the method registration of disposition specified by yousuch Registrable Shares, provided, however, that the Company then such holders shall not be required deemed to file a "shelf" have exercised their right to require the Company to register Registrable Shares pursuant to this Section 8.1. If, at the time any written request for registration except on Form S-3 (or any successor is received by the Company pursuant to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of this Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering8.1, the Company may designate has determined to proceed with the managing underwriter actual preparation and filing of such offering. If, a registration statement under the Securities Act in connection with the good faith opinion proposed offer and sale for cash of the Board any of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company its securities by it or any of its subsidiaries are pending at security holders, such written request shall be deemed to have been given pursuant to Section 8.2 hereof rather than this Section 8.1, and the time rights of the Registration Notice is givenholders of Registrable Shares covered by such written request shall be governed by Section 8.2 hereof. Without the written consent of the holders of Registrable Shares, or are under active consideration by neither the Company, Company nor any other holder of securities of the Company may elect to defer include securities in a registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as effected under this Section 8.1 if in the good faith judgment of the Board managing underwriter of Directors such public offering the inclusion of such securities would interfere with the successful marketing of the Company is necessary in order to preclude adverse impact upon such financing Purchased Stock or other transaction. In require the event exclusion of such deferral, if any portion of the shares Registrable Shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorterregistered.
Appears in 1 contract
Required Registration. As promptly as practicable after the Closing, but in no event later than ninety (a90) At any time you may by notice to the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of days after the date of purchase the Closing, the Issuer agrees to file with the SEC a Registration Statement to register the resale of all the Shares and Warrant Shares (which shall not include an underwritten offering) (a “Required Registration”). Such Registration Statement shall include a plan of distribution substantially in the form attached hereto as Exhibit D. Not less than three (3) Business Days prior to the closing date of sale filing of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration NoticeStatement, the Company Issuer shall commence to prepare and, unless it elects to purchase all provide each of the Option Shares specified Investors (or, if an Investor shall have so instructed the Issuer, the legal counsel or investment adviser of such Investor) with a copy of the Registration Statement proposed to be filed and shall consider all (but shall not be obligated to give effect to any) appropriate comments that are timely provided by such Investors to the Issuer with respect to the Registration Statement. The Issuer shall use its commercially reasonable efforts to cause the SEC to declare the Registration Statement effective no later than the one hundred twentieth (120th) day following the date the Registration Statement is filed with the SEC (including filing with the SEC a request for acceleration of effectiveness in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement accordance with Rule 461 promulgated under the Securities Act for the sale within five (5) Business Days of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, provided, however, date that the Company shall Issuer is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be required “reviewed,” or not be subject to file a "shelf" registration except on Form S-3 (or any successor to such Formfurther review). The "Required Effective Period" shall be In the greater of event that the Registration Statement has not been filed on or prior to the ninetieth (A90th) day after the 180-Closing (the “Filing Deadline”) or declared effective by the SEC on or prior to the one hundred twentieth (120th) day period following after the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all filing of the shares included Registration Statement (the “Registration Deadline”), then in such registration statement assuming addition to any other rights the sale in Holders may have hereunder or under applicable law, within five (5) Business Days of each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter monthly anniversary of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Filing Deadline and/or Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from Deadline until the date on which the Registration Notice was givenStatement is first filed with the SEC or declared effective by the SEC, as applicable, the Issuer shall pay to each Holder at each Holder’s discretion, as evidenced in writing to the Issuer, either (1) an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the aggregate Purchase Price originally paid to the Issuer in connection with the acquisition pursuant to the terms of this Agreement of the Registrable Securities then held by such Holder or (2) an additional warrant to acquire that number of shares of Common Stock equal to two percent (2%) of the Shares purchased by such Holder pursuant to this Agreement, which warrant shall be substantially in the good faith judgment form of the Board of Directors Holder’s Warrant issued pursuant to this Agreement. Once the Registration Statement has been declared effective, the Issuer shall thereafter maintain the effectiveness of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In Registration Statement until the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, earlier of: (i) the date on which all the Option was exercised shall, for purposes of Section 2 Shares and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Warrant Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant theretoto the Registration Statement or Rule 144; or (Yii) if it is not such an offeringtime as the Issuer reasonably determines, has remained based on the advice of counsel, that each Holder, acting independently of all other Holders, will be eligible to sell under Rule 144 all the Shares and Warrant Shares then owned by such Holder within the volume limitations imposed by paragraph (e) of Rule 144 in effect for the Required Effective Period specified herein or until three (3)-month period immediately following the distribution termination of the Option Shares covered thereby is completed, whichever is shortereffectiveness of the Registration Statement.
Appears in 1 contract
Samples: Subscription Agreement (Aeolus Pharmaceuticals, Inc.)
Required Registration. (a) At any time you may by notice to the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares and any other shares of Common Stock that have been issued or are issuable to you and/or Oprax Xxxxxxx xxxn the exercise of stock options granted or to be granted pursuant to the Harpo Agreement, including any prior or subsequent amendment to that agreement (collectively, together with the Option Shares, the "Agreement Shares"), and that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company shall commence to prepare and, unless it elects to purchase all of the Option Agreement Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Agreement Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a registration statement covering all Option Agreement Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Agreement Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Agreement Shares covered thereby is completed, whichever is shorter.
Appears in 1 contract
Samples: Option Agreement (Winfrey Oprah)
Required Registration. (a) At any time you commencing 60 days after the closing Catalyst may by notice to request, once a year, that the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, Act all or any portion of the Option Shares Registrable Securities held by Catalyst for sale in the manner specified in such notice, PROVIDED HOWEVER that have been purchasedthe registration is requested for at least 200,000 Registrable Securities (as adjusted upon any recapitalization event). Notwithstanding anything to the contrary contained herein, or will no request may be purchased on or before made under this Section 2 within 180 days after the effective date of such a registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated statement filed by the proposed registration will not disqualify Company covering a firm commitment underwritten public offering in which the offering from registration on Form S-3 (or any successor Holders of Registrable Securities under this Agreement and under the Existing Registration Rights Agreement shall have been entitled to such form), then on such closing date join pursuant to such exerciseSections 3 or 4 hereof and in which there shall have been effectively registered all shares of Registrable Securities as to which registration shall have been requested.
(b) Promptly following Following receipt of your Registration Noticeany notice under this Section 2, the Company shall commence to prepare and, unless it elects to purchase immediately notify all Holders of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement Registrable Securities under this Agreement and under the Securities Act for the sale of the Option Shares specified in such Existing Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) Rights Agreement from whom notice has not been received and shall use its best efforts to cause such registration statement to become effective and remain in effect for register under the Required Effective Period Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting Holder, the number of Registrable Securities specified in such notice (and in all notices received by you, provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be from other holders within 30 days after the greater of (A) the 180-day period following the effective date giving of such registration statement; and (B) unless notice by the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this AgreementCompany). If such method of disposition shall be an underwritten public offering, the Company may shall designate the managing underwriter of such offering, subject to the approval of the Holders, which approval shall not be unreasonably withheld or delayed. IfThe Company shall shall not be obligated to effect, or take any action to effect, any registration pursuant to this Section 2 after the Company has effected two (2) registrations pursuant to this Section 2, PROVIDED, HOWEVER that unless (i) the registration statement is withdrawn and such withdrawal is not attributable to adverse information concerning the Company's operations, condition or prospects or (ii) the number of Registrable Securities covered thereby is reduced, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending either case at the time the Registration Notice is givenrequest of Holders of Registrable Securities covered thereby, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be deemed satisfied only when a the registration statement covering all Option Shares Registrable Securities specified in your Registration Notice and not purchased notices received as aforesaid, for sale in accordance with the method of disposition specified by the Company pursuant to Section 10(f) below requesting Holders, shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares Registrable Securities shall have been sold pursuant thereto; . The company not more than once in any period of twelve consecutive months, may defer the effectiveness of such registration for up to one hundred eighty (180) days from the date of the notice of request is received, upon determination by the Board of Directors that such registration would be detrimental to the Company.
(c) The Company shall be entitled to include in any registration statement referred to in this Section 2 for sale in accordance with the method of disposition specified by the requesting Holders. Ordinary Shares to be sold by the Company for its own account, except and to the extent that in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registrable Securities to be sold. If Ordinary Shares are included by the Company for its own account and such Ordinary Shares constitute at least 51% of the total shares covered by the registration statement filed pursuant to this Section 2, such registration will be deemed to have been completed pursuant to Section 3 hereof and not this Section 2. Except for registration statements on Form S-4 or (Y) if it is Form S-8 or any successor thereto, the Company will not such an offeringfile with the Commission any other registration statement with respect to its Ordinary Shares, has remained in effect whether for its own account or that of other Holders, from the Required Effective Period specified herein or date of receipt of a notice from requesting Holders pursuant to this Section 2 until the completion of the period of distribution of the Option Shares covered thereby is completed, whichever is shorterregistration contemplated thereby.
Appears in 1 contract
Samples: Share Purchase Agreement (Bos Better Online Solutions LTD)
Required Registration. (a) At any time you may by notice to If the Holder makes a written request that the Company (the "Registration Notice") request that it register file a registration statement for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion 100% of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form)Registrable Securities, then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company shall commence will use its best efforts to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file effect a registration statement under the Securities Act for covering all Registrable Securities which the sale of the Option Shares specified in such Registration Notice (less any shares Holder requested to be purchased pursuant registered. The Company shall be obligated to Section 10(f) below) prepare, file and shall use its best efforts to cause such registration statement to become effective only one (1) registration statement pursuant to this Section 2.a., and remain in effect for to pay the Required Effective Period for public sale in accordance expenses associated with the method of disposition specified by yousuch registration statement, provided, however, that the Company and shall not be required obligated to file effect a "shelf" registration except on Form S-3 (or any successor during the period starting within 60 days prior to such Form). The "Required Effective Period" shall be the greater filing date of (A) a registration statement of the 180-day period following Company, and ending 180 days after the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this AgreementCompany registration. If such method of disposition shall be an underwritten public offeringFurthermore, the Company shall only be obligated to effect a registration under this Section 2.a. if the Holder’s proposed disposal of Registrable Securities may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations be immediately registered on Form S-3 pursuant to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transactiona Form S-3 registration. In the event that a registration has been requested pursuant to this Section, but the Holder determines for any reason not to proceed with a registration at any time before the registration statement has been declared effective by the Commission, and Holder requests the Company to withdraw such registration statement, if theretofore filed with the Commission, with respect to the Registrable Securities covered thereby, and (b) the Holder agrees to bear his own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to the registration of such deferralRegistrable Securities, if then the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, Holder shall not be deemed to be the date on which the Registration Notice was given. The obligation of have exercised his right to require the Company under to register Registrable Securities pursuant to this Section 10 shall be deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is shorter2.a.
Appears in 1 contract
