Restrictions on Demand Registration. (i) Subject to Section 2(c)(iii), the Company shall not be obligated to effect more than four Demand Registrations in total, other than Demand Registrations to be effected pursuant to a Registration Statement on Form S-3, for which an unlimited total number of Demand Registrations shall be permitted, and in no event shall the Company be required to effect more than one Demand Registration hereunder within any six-month period. (ii) Neither Huatai nor any Transferee shall be entitled to request a Demand Registration (i) within six months after Huatai or any Transferee has sold Shares in a Piggyback Registration or (ii) at any time when the Company is diligently pursuing a primary or secondary underwritten offering. (iii) The Company shall not be obligated to effect a Demand Registration unless the aggregate gross proceeds expected to be received from the sale of the Registrable Shares by the Requesting Holders equals or exceeds the Minimum Amount (based on the then-current market prices). (iv) The Company may postpone effecting a Registration Statement pursuant to this Section 2 and, if it so chooses, withdraw any Registration Statement that has been filed, on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 90 days, if (1) an investment banking firm of recognized national standing shall advise the Company and the Requesting Holders in writing that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced, (2) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes would not be in the best interests of the Company, or (3) the Company determines, in good faith and in its sole discretion, that the registration or offering to be delayed would, if not delayed, adversely affect the Company and its subsidiaries taken as a whole or interfere with, or jeopardize the success of, any pending or proposed material transaction, including any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material transaction, whether due to commercial reasons or any other reason. Any period during which the Company has delayed effecting a Registration Statement pursuant to this Section 2(c)(iv) is herein referred to as a “Suspension Period.” If, pursuant to this Section 2(c)(iv), the Company delays or withdraws a Demand Registration requested by the Requesting Holders, the Requesting Holders shall be entitled to withdraw such request and, if so withdrawn, such request shall not count as a registration for purposes of this Section 2. The Company shall provide prompt written notice to the Registering Holders of the commencement and termination of any Suspension Period (and any withdrawal of a registration statement pursuant to this Section 2(c)(iv)), but shall not be obligated under this Agreement to disclose the reasons therefor. The Registering Holders receiving such notice shall keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Shares (and direct any other Persons making such offers and sales to refrain from doing so) during each Suspension Period. In no event shall a Suspension Period or Suspension Periods be in effect for an aggregate of more than 180 days in any calendar year.
Appears in 3 contracts
Samples: Registration Rights Agreement (AssetMark Financial Holdings, Inc.), Registration Rights Agreement (AssetMark Financial Holdings, Inc.), Registration Rights Agreement (AssetMark Financial Holdings, Inc.)
Restrictions on Demand Registration. Notwithstanding the foregoing:
(i) Subject the Company shall not be obligated to effect a Demand Registration pursuant to Section 2(c)(iii3(a) unless the Registrable Securities proposed to be registered constitute at least fifteen (15%) of the Registrable Securities outstanding at such time;
(ii) the Company shall not be obligated to effect a Demand Registration pursuant to Section 3(a) within six (6) months after the effective date of a Registration Statement in connection with a prior Registration Request pursuant to Section 3(a);
(iii) in the event that the Company shall have filed a Shelf Registration Statement covering the resales of the Registrable Securities pursuant to Section 5 hereof, the Company shall not be obligated to effect a Demand Registration pursuant to Section 3(a) during any period when such Shelf Registration Statement is effective and available (including any Suspension Periods permitted pursuant to Section 5(b)) for resales by the Holders of Registrable Securities who would otherwise be entitled to the benefit of a Demand Registration; provided that the Holders of Registrable Securities shall be entitled to request the Company to effect underwritten offerings pursuant to such Shelf Registration Statement which underwritten offerings shall be treated as Demand Registrations under this Section 3 with respect to the number available and minimum percentage and value thresholds. The Company shall use its commercially reasonable efforts to effect such underwritten offerings within the same time periods applicable to effecting Demand Registrations set forth in Section 3(b) and comply with the procedures set forth in Section 8 hereof with respect to such underwritten offerings;
(iv) the Company may defer the filing of a Registration Statement required to be filed pursuant to this Section 3 for up to ninety (90) days if the Board of Directors of the Company shall have determined in good faith that because of valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, proposed or pending corporate developments, it is in the best interests of the Company to defer such filing, and prior to such deferral the Company provides the Holders of Registrable Securities with written notice thereof, which notice need not specify the nature of the event giving rise to such deferral. The Company may not defer the filing of a Registration Statement pursuant to this Section 3(d)(v) for more than ninety (90) days during any six-month period or for more than one hundred fifty (150) days during any twelve-month period; and
(v) the Company shall not be obligated to effect more than four three (3) Demand Registrations in total, other than Demand Registrations to be effected pursuant to a Registration Statement on Form S-3, for which an unlimited total number of Demand Registrations shall be permitted, and in no event shall the Company be required to effect more than one Demand Registration hereunder within any six-month period.
(ii) Neither Huatai nor any Transferee shall be entitled to request a Demand Registration (i) within six months after Huatai or any Transferee has sold Shares in a Piggyback Registration or (ii) at any time when the Company is diligently pursuing a primary or secondary underwritten offering.
(iii) The Company shall not be obligated to effect a Demand Registration unless the aggregate gross proceeds expected to be received from the sale of the Registrable Shares by the Requesting Holders equals or exceeds the Minimum Amount (based on the then-current market prices).
(iv) The Company may postpone effecting a Registration Statement pursuant to this Section 2 and, if it so chooses, withdraw 3 (including for this purpose any Registration Statement that has been filed, on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 90 days, if (1) an investment banking firm of recognized national standing shall advise the Company and the Requesting Holders in writing that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced, (2) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes would not be in the best interests of the Company, or (3) the Company determines, in good faith and in its sole discretion, that the registration or offering to be delayed would, if not delayed, adversely affect the Company and its subsidiaries taken as a whole or interfere with, or jeopardize the success of, any pending or proposed material transaction, including any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material transaction, whether due to commercial reasons or any other reason. Any period during which the Company has delayed effecting a Registration Statement underwritten offerings requested pursuant to this Section 2(c)(iv) is herein referred to as a “Suspension Periodthe Shelf Registration Statement).” If, pursuant to this Section 2(c)(iv), the Company delays or withdraws a Demand Registration requested by the Requesting Holders, the Requesting Holders shall be entitled to withdraw such request and, if so withdrawn, such request shall not count as a registration for purposes of this Section 2. The Company shall provide prompt written notice to the Registering Holders of the commencement and termination of any Suspension Period (and any withdrawal of a registration statement pursuant to this Section 2(c)(iv)), but shall not be obligated under this Agreement to disclose the reasons therefor. The Registering Holders receiving such notice shall keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Shares (and direct any other Persons making such offers and sales to refrain from doing so) during each Suspension Period. In no event shall a Suspension Period or Suspension Periods be in effect for an aggregate of more than 180 days in any calendar year.
Appears in 2 contracts
Samples: Investor Rights Agreement (Research Pharmaceutical Services, Inc.), Investor Rights Agreement (Research Pharmaceutical Services, Inc.)
Restrictions on Demand Registration. (i) Subject to Section 2(c)(iii), Each of the Shareholders agrees that the Company shall not be obligated to effect more than four Demand Registrations in total, other than Demand Registrations to be effected pursuant to a Registration Statement on Form S-3, for which an unlimited total number of Demand Registrations shall be permitted, and in no event shall the Company be required to effect more than one Demand Registration hereunder within any six-month period.
(ii) Neither Huatai nor any Transferee shall be entitled to request a Demand Registration (i) within six months after Huatai or any Transferee has sold Shares in a Piggyback Registration or (ii) at any time when the Company is diligently pursuing a primary or secondary underwritten offering.
(iii) The Company shall not be obligated to effect a Demand Registration unless the aggregate gross proceeds expected to be received from the sale of the Registrable Shares by the Requesting Holders equals or exceeds the Minimum Amount (based on the then-current market prices).
(iv) The Company may postpone effecting a Registration Statement pursuant to this Section 2 and, if it so chooses, withdraw any Registration Statement that has been filed, on one occasion registration during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 90 days, if (1) an investment banking firm of recognized national standing shall advise the Company and the Requesting Holders in writing that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced, (2) when the Company is in possession of material non-public information, which the Company's Board of Directors deems not to be advisable to disclose in a registration statement, which material information the disclosure of may relate to any matter or matters, including without limitation, to a financing project, pending acquisition, merger or other material corporate transaction to which during the period specified in such notice the Company reasonably believes would not is or expects to be in the best interests of the Companya party, or (3) and the Company determinesagrees to advise the Shareholders promptly when such delay is no longer applicable; provided, in good faith and in its sole discretionhowever, that the registration Company may not exercise such right more than once in any twelve-month period.
(ii) The Company will not be required to proceed with any Demand Registration for a period of 180 days from the completion of sales of more than five percent (5%) of the Registrable Shares in any prior Demand or offering Piggyback Registration.
(iii) The Company shall have the right to be delayed wouldnotify such of its stockholders as it shall desire of any Demand Registration and to invite them to participate in such registration, if not delayed, adversely affect the Company and its subsidiaries taken as a whole or interfere with, or jeopardize the success of, any pending or proposed material transaction, including any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material transaction, whether due subject to commercial reasons or any other reasonSection 1(b) hereof. Any period during which the Company has delayed effecting a Registration Statement pursuant to this Section 2(c)(iv) is herein referred to as a “Suspension Period.” If, pursuant to this Section 2(c)(iv)Further, the Company delays or withdraws a Demand Registration requested by the Requesting Holders, the Requesting Holders shall also be entitled to withdraw such request andparticipate in any Demand Registration, if so withdrawnsubject to Section 1(b) hereof, but in the event the Company participates, such request registration shall not count as a Demand Registration unless the Company's participation is cut back materially.
(iv) A registration for purposes will not count as a Demand Registration (A) until it has become effective, or (B) if the Company takes any action or fails to take any action in violation of this Section 2. The Company shall provide prompt written notice to the Registering Holders of the commencement Agreement and termination of any Suspension Period (and any withdrawal of as a result thereof a registration statement pursuant is not effective for the period of time required hereby or if less, the time required to this Section 2(c)(iv)), but shall not be obligated under this Agreement to disclose sell the reasons therefor. The Registering Holders receiving such notice shall keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Shares (and direct included in such registration statement, provided that any other Persons making such offers and sales to refrain from doing so) during each Suspension Period. In no event shall registration that is withdrawn or terminated at the written request of the Shareholders will count as a Suspension Period or Suspension Periods be in effect for an aggregate of more than 180 days in any calendar yearDemand Registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Aspect Resources LLC)
Restrictions on Demand Registration. Notwithstanding ----------------------------------- any other provision of this Agreement to the contrary:
(ia) Subject to Section 2(c)(iii), the Company shall will not be obligated to effect more than four any Demand Registrations Registration within 180 days after the effective date of a previous registration in totalwhich the ADI Stockholders were given piggyback rights to have such ADI Stockholder's Shares included in such registration;
(b) if the Company's board of directors in good faith determines that the filing of a registration statement in connection with any requested Demand Registration would be reasonably likely to materially and adversely affect any material contemplated acquisition, divestiture, registered primary offering or other than Demand Registrations action as to be effected pursuant to a Registration Statement on Form S-3, for which an unlimited total number of Demand Registrations shall be permitted, and in no event shall the Company be required to effect more than one Demand Registration hereunder within any six-month period.
(ii) Neither Huatai nor any Transferee shall be entitled to request a Demand Registration (i) within six months after Huatai or any Transferee of its Subsidiaries has sold Shares in then taken substantial steps, or would require disclosure of facts or circumstances which disclosure would be reasonably likely to materially and adversely affect any material contemplated acquisition, divestiture, registered primary offering or other action as to which the Company or any of its Subsidiaries has then taken substantial steps, then the Company may delay such registration for a Piggyback Registration or (ii) at any time when period of up to 90 days so long as the Company is diligently still pursuing a primary or secondary underwritten offering.
the action that allowed such delay (iii) The Company shall not be obligated to effect a Demand Registration unless it being agreed that the aggregate gross proceeds expected to be received from the sale of the Registrable Shares by the Requesting Holders equals or exceeds the Minimum Amount (based on the then-current market prices).
(iv) The Company may postpone effecting a Registration Statement not delay requested registrations pursuant to this Section 2 and, if it so chooses, withdraw any Registration Statement that has been filed, on one occasion 3(b) more than once during any period of six 360 consecutive months for a reasonable time specified in the notice but not exceeding 90 days, if (1) an investment banking firm of recognized national standing shall advise ). If the Company and postpones the Requesting Holders in writing that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced, (2) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes would not be in the best interests of the Company, or (3) the Company determines, in good faith and in its sole discretion, that the registration or offering to be delayed would, if not delayed, adversely affect the Company and its subsidiaries taken as a whole or interfere with, or jeopardize the success of, any pending or proposed material transaction, including any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material transaction, whether due to commercial reasons or any other reason. Any period during which the Company has delayed effecting a Registration Statement pursuant to this Section 2(c)(iv) is herein referred to as a “Suspension Period.” If, pursuant to this Section 2(c)(iv), the Company delays or withdraws a Demand Registration requested by the Requesting Holders, the Requesting Holders shall be entitled to withdraw such request and, if so withdrawn, such request shall not count as a registration for purposes of this Section 2. The Company shall provide prompt written notice to the Registering Holders of the commencement and termination of any Suspension Period (and any withdrawal filing of a registration statement pursuant to this Section 2(c)(iv)3(b), but shall not be obligated under this Agreement to disclose it will promptly notify in writing the reasons therefor. The Registering Holders receiving ADI Stockholders when the events or circumstances permitting such notice shall keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Shares (and direct any other Persons making such offers and sales to refrain from doing so) during each Suspension Period. In no event shall a Suspension Period or Suspension Periods be in effect for an aggregate of more than 180 days in any calendar yearpostponement have ended.
Appears in 1 contract
Samples: Stock Purchase Agreement (Touchstone Applied Science Associates Inc /Ny/)
Restrictions on Demand Registration. (i) Subject to Section 2(c)(iii), The Majority Stockholder agrees that the Company shall not be obligated to effect more than four Demand Registrations in total, other than Demand Registrations to be effected pursuant to a Registration Statement on Form S-3, for which an unlimited total number of Demand Registrations shall be permitted, and in no event shall the Company be required to effect more than one Demand Registration hereunder within any six-month period.
(ii) Neither Huatai nor any Transferee shall be entitled to request a Demand Registration (i) within six months after Huatai or any Transferee has sold Shares in a Piggyback Registration or (ii) at any time when the Company is diligently pursuing a primary or secondary underwritten offering.
(iii) The Company shall not be obligated to effect a Demand Registration unless the aggregate gross proceeds expected to be received from the sale of the Registrable Shares by the Requesting Holders equals or exceeds the Minimum Amount (based on the then-current market prices).
(iv) The Company may postpone effecting a Registration Statement pursuant to this Section 2 and, if it so chooses, withdraw any Registration Statement that has been filed, on one occasion registration statement during any period of six consecutive months for a reasonable time specified in the notice when, but not exceeding 90 daysonly so long as, if (1) an investment banking firm of recognized national standing shall advise the Company and the Requesting Holders in writing that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced, (2) the Company is in possession of material non-public information which, in the disclosure exercise of which during the period specified in such notice its reasonable judgment, the Company reasonably believes would deems advisable not be to disclose in the best interests of the Companya registration statement, which material information may relate, including, without limitation, to a financing project or (3) a pending acquisition, merger or other material corporate reorganization to which the Company determinesis or is expected to be a party; provided, in good faith and in its sole discretionhowever, that the registration or offering to Company shall advise the Majority Stockholder in writing as soon as any such delay is no longer applicable, and in no event will any such delay be delayed would, if not delayed, adversely affect exercised by the Company and its subsidiaries taken as a whole or interfere withmore than once in any 12-month period and, or jeopardize the success ofprovided, further, that such delay shall not exceed 30 days. If there occurs any pending or proposed material transaction, including any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material transaction, whether due to commercial reasons or any other reason. Any period during which the Company has delayed effecting a Registration Statement pursuant to this Section 2(c)(iv) is herein referred to as a “Suspension Period.” If, pursuant to this Section 2(c)(iv)such delay, the Company delays or withdraws a Demand Registration requested by the Requesting Holders, the Requesting Holders Majority Stockholder shall be entitled to withdraw its Demand Registration, and such Demand Registration shall not count as a Demand Registration.
(ii) Except as provided below in this Section 2.1(c)(ii), a registration will not count as a Demand Registration until it has become effective with the Commission. A registration shall also not count as a Demand Registration if the Company takes any action in violation of this Agreement or fails to take any action contemplated by this Agreement, and as a result thereof a registration statement is no longer effective for the period of time required hereby or if less, the time required to sell such Registrable Securities included in such registration statement. If the Majority Stockholder makes a request for a Demand Registration and thereafter withdraws or revokes such request andprior to the registration statement being declared effective, at the option of the Majority Stockholder, either the withdrawn or revoked request shall count as the Demand Registration or the Majority Stockholder shall pay all of the Registration Expenses (as defined in Section 2.10, which exclude, without limitation, any and all internal expenses of the Company) incurred by the Company to the date of the withdrawal or revocation. Notwithstanding the foregoing, if so withdrawnthe Company exercises any delay provided for in Section 2.1(c)(i) or takes any action in violation of this Agreement or fails to take any action contemplated by this Agreement, which 4 adversely affects the Majority Stockholder's request for the Demand Registration, and as a result thereof the Majority Stockholder withdraws or revokes its request for Demand Registration, then such request shall not count as a registration for purposes of this Section 2. The Company shall provide prompt written notice to the Registering Holders of Demand Registration, and the commencement and termination of any Suspension Period (and any withdrawal of a registration statement pursuant to this Section 2(c)(iv)), but Majority Stockholder shall not be obligated under this Agreement to disclose the reasons therefor. The Registering Holders receiving pay any Registration Expenses in connection with such notice shall keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Shares (and direct any other Persons making such offers and sales to refrain from doing so) during each Suspension Period. In no event shall request for a Suspension Period or Suspension Periods be in effect for an aggregate of more than 180 days in any calendar yearDemand Registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Richmont Marketing Specialists Inc)
Restrictions on Demand Registration. (ia) Subject Right to Section 2(c)(iii)Defer or Suspend Registration. In the event that AerCap determines in good faith that any one or more of the following circumstances exist, the Company shall not be obligated and the Guarantors may, at their option, (x) defer any registration of Registrable Securities in response to effect more than four Demand Registrations in total, other than Demand Registrations a Registration Request or (y) require the Noteholder to be effected suspend any offering of Registrable Securities pursuant to a Registration Statement on Form S-3for the periods specified:
(i) if AerCap is subject to any of its customary suspension or blackout periods, for which an unlimited total number all or part of Demand Registrations shall be permitted, and in no event shall the Company be required to effect more than one Demand Registration hereunder within any six-month such period.;
(ii) Neither Huatai nor if any Transferee shall be entitled offering would occur during the period commencing 15 days prior to request a Demand Registration (i) within six months any scheduled investor day presentation of AerCap and ending two days after Huatai the furnishing to the SEC of the Form 6-K or any Transferee has sold Shares in a Piggyback Registration or (ii) at any time when Form 8-K reporting the Company is diligently pursuing a primary or secondary underwritten offering.substance of such investor day presentation, for the duration of such period; and
(iii) The Company shall for not be obligated to effect a Demand Registration unless more than sixty (60) days in the aggregate gross proceeds expected to be received from the sale of the Registrable Shares by the Requesting Holders equals or exceeds the Minimum Amount (based on the thenin any 180-current market prices).
(iv) The Company may postpone effecting a Registration Statement pursuant to this Section 2 andday period, if it so chooses, withdraw any Registration Statement AerCap believes that has been filed, on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 90 days, if (1) an investment banking firm of recognized national standing shall advise offering would require the Company or any Guarantors, under applicable securities laws and the Requesting Holders in writing that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then been commencedother laws, (2) the Company is in possession of to disclose material non-public information the disclosure of which during the period specified that would not otherwise be required to be disclosed at that time and AerCap believes in good faith that such notice the Company reasonably believes disclosures at that time would not be in the best interests of the CompanyCompany or any Guarantor; provided that this exception shall continue to apply only during the time that such material non-public information has not been disclosed and remains material; provided, or (3) the Company determines, in good faith and in its sole discretionfurther, that the registration or offering to be delayed would, if not delayed, adversely affect the Company and its subsidiaries taken as a whole or interfere with, or jeopardize the success of, any pending or proposed upon disclosure of such material transaction, including any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material transaction, whether due to commercial reasons or any other reason. Any period during which the Company has delayed effecting a Registration Statement pursuant to this Section 2(c)(iv) is herein referred to as a “Suspension Period.” If, pursuant to this Section 2(c)(iv)non-public information, the Company delays shall (x) notify the Noteholder; (y) terminate any deferral or withdraws a Demand Registration requested by the Requesting Holders, the Requesting Holders shall be entitled suspension it has put into effect; and (z) take such actions necessary to withdraw such request and, if so withdrawn, such request shall not count as a registration for purposes of this Section 2. The Company shall provide prompt written notice to the Registering Holders of the commencement and termination of any Suspension Period (and any withdrawal of a registration statement pursuant to this Section 2(c)(iv)), but shall not be obligated under this Agreement to disclose the reasons therefor. The Registering Holders receiving such notice shall keep the existence of each Suspension Period confidential and refrain from making offers and permit registered sales of Registrable Shares (Securities as required or contemplated by this Agreement, including, if necessary, preparation and direct filing of a post-effective amendment or prospectus supplement so that the Registration Statement and any other Persons making such offers and sales prospectus forming a part thereof will not include an untrue statement of material fact or omit to refrain from doing so) during each Suspension Period. In no event shall a Suspension Period or Suspension Periods be state any material fact necessary to make the statements therein, in effect for an aggregate light of more than 180 days the circumstances in any calendar yearwhich they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement
Restrictions on Demand Registration. (i) Subject to Section 2(c)(iii), the Company shall not be obligated to effect more than four Demand Registrations in total, other than Demand Registrations to be effected pursuant to a Registration Statement on Form S-3, for which an unlimited total number of Demand Registrations shall be permitted, and in no event shall the Company be required to effect more than one Demand Registration hereunder within any six-month period.
(ii) Neither Huatai nor any Transferee shall be entitled to request a Demand Registration (i) within six months after Huatai or any Transferee has sold Shares in a Piggyback Registration or (ii) at any time when the Company is diligently pursuing a primary or secondary underwritten offering.
(iii) The Company shall will not be obligated to effect a Demand Registration unless the aggregate gross proceeds expected it receives a written request to be received do so from the sale Majority Holders, which request proposes to register not less than 50% of the Registrable shares exercisable under then outstanding Warrants, Underlying Shares and shares of Restricted Stock. The Company will not be obligated to effect a Demand Registration within one hundred eighty (180) days after the effective date of a registration in which the Holders were given “piggyback rights” pursuant to Section 10.2 hereof; provided that if, in connection with any such “piggyback registration,” the number of shares which the Holders request to have included in such registration are reduced by the Requesting Holders equals or exceeds the Minimum Amount (based on the thenunderwriter, then such 180-current market prices).
(iv) day period shall be reduced to a 120-day period. The Company may postpone effecting or withdraw the filing or the effectiveness of a Registration Statement pursuant to this Section 2 and, if it so chooses, withdraw any Registration Statement that has been filed, on one occasion during any period of six consecutive months registration statement for a reasonable time specified in the notice but Demand Registration (i) for a period not exceeding 90 one hundred twenty (120) days, if (1) an investment banking firm of recognized national standing shall advise the Company and shall reasonably determine that such Demand Registration might have an adverse effect on any proposal or plan by the Requesting Holders Company to engage in writing that effecting any acquisition of assets (other than in the registration would materially and adversely affect an offering ordinary course of securities business) or any merger, consolidation, tender offer or similar transaction or (ii) for a period not exceeding sixty (60) days, if the Board of Directors of the Company reasonably determines in good faith that such Demand Registration might have a material adverse effect on the preparation Company, which determination is evidenced by a resolution of which had then been commenced, the Board and certified to the Holders in a certificate signed by two (2) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes would not be in the best interests senior officers of the Company, or ; provided (3x) the Company determines, that in good faith and in its sole discretion, that the registration or offering to be delayed would, if not delayed, adversely affect the Company and its subsidiaries taken as a whole or interfere with, or jeopardize the success of, any pending or proposed material transaction, including any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material transaction, whether due to commercial reasons or any other reason. Any period during which the Company has delayed effecting a Registration Statement pursuant to this Section 2(c)(iv) is herein referred to as a “Suspension Period.” If, pursuant to this Section 2(c)(iv)such event, the Company delays or withdraws a Demand Registration requested by the Requesting Holders, the Requesting Majority Holders shall will be entitled to withdraw such request andand that, if so such request is withdrawn, such request shall Demand Registration, if such Demand Registration was to be a Long-Form Registration, will not count as a registration for purposes of this Section 2. The be considered the Long-Form Registration to which the Holders are entitled, (y) the Company shall provide prompt written notice to may postpone the Registering Holders of the commencement and termination of any Suspension Period (and any withdrawal filing or effectiveness of a registration statement pursuant to this Section 2(c)(iv))sentence not more that once during any twelve consecutive month period, but shall and (z) the Company may withdraw the filing or effectiveness of a registration statement pursuant to this sentence not be obligated under this Agreement to disclose the reasons therefor. The Registering Holders receiving such notice shall keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Shares (and direct any other Persons making such offers and sales to refrain from doing so) during each Suspension Period. In no event shall a Suspension Period or Suspension Periods be in effect for an aggregate of more than 180 days twice during the term of this Warrant; and provided, further, that if in any calendar yearaccordance with Section 10.1(c) hereof the number of shares of Warrants, Underlying Shares or shares of Restricted Stock requested to be included in such Demand Registration are cut back by more than 20%, then and in such event the Holders shall be entitled to one additional Demand Registration in accordance with the terms and provisions of Section 10 of this Warrant.
Appears in 1 contract
Restrictions on Demand Registration. (i) Subject to Section 2(c)(iii), the Company shall not be obligated to effect more than four Demand Registrations in total, other than Demand Registrations to be effected pursuant to a Registration Statement on Form S-3, for which an unlimited total number of Demand Registrations shall be permitted, and in no event shall the Company be required to effect more than one Demand Registration hereunder within any six-month period.
(ii) Neither Huatai nor any Transferee shall be entitled to request a Demand Registration (i) within six months after Huatai or any Transferee has sold Shares in a Piggyback Registration or (ii) at any time when the Company is diligently pursuing a primary or secondary underwritten offering.
(iii) The Company shall will not be obligated to effect a Demand Registration unless the aggregate gross proceeds expected it receives a written request to be received do so from the sale Majority Holders, which request proposes to register not less than 50% of the Registrable shares exercisable under then outstanding Warrants, Underlying Shares and shares of Restricted Stock. The Company will not be obligated to effect a Demand Registration within one hundred eighty (180) days after the effective date of a registration in which the Holders were given "piggyback rights" pursuant to Section 10.2 hereof; provided that if, in connection with any such "piggyback registration," the number of shares which the Holders request to have included in such registration are reduced by the Requesting Holders equals or exceeds the Minimum Amount (based on the thenunderwriter, then such 180-current market prices).
(iv) day period shall be reduced to a 120-day period. The Company may postpone effecting or withdraw the filing or the effectiveness of a Registration Statement pursuant to this Section 2 and, if it so chooses, withdraw any Registration Statement that has been filed, on one occasion during any period of six consecutive months registration statement for a reasonable time specified in the notice but Demand Registration (i) for a period not exceeding 90 one hundred twenty (120) days, if (1) an investment banking firm of recognized national standing shall advise the Company and shall reasonably determine that such Demand Registration might have an adverse effect on any proposal or plan by the Requesting Holders Company to engage in writing that effecting any acquisition of assets (other than in the registration would materially and adversely affect an offering ordinary course of securities business) or any merger, consolidation, tender offer or similar transaction or (ii) for a period not exceeding sixty (60) days, if the Board of Directors of the Company reasonably determines in good faith that such Demand Registration might have a material adverse effect on the preparation Company, which determination is evidenced by a resolution of which had then been commenced, the Board and certified to the Holders in a certificate signed by two (2) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes would not be in the best interests senior officers of the Company, or ; provided (3x) the Company determines, that in good faith and in its sole discretion, that the registration or offering to be delayed would, if not delayed, adversely affect the Company and its subsidiaries taken as a whole or interfere with, or jeopardize the success of, any pending or proposed material transaction, including any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material transaction, whether due to commercial reasons or any other reason. Any period during which the Company has delayed effecting a Registration Statement pursuant to this Section 2(c)(iv) is herein referred to as a “Suspension Period.” If, pursuant to this Section 2(c)(iv)such event, the Company delays or withdraws a Demand Registration requested by the Requesting Holders, the Requesting Majority Holders shall will be entitled to withdraw such request andand that, if so such request is withdrawn, such request shall Demand Registration, if such Demand Registration was to be a Long-Form Registration, will not count as a registration for purposes of this Section 2. The be considered the Long-Form Registration to which the Holders are entitled, (y) the Company shall provide prompt written notice to may postpone the Registering Holders of the commencement and termination of any Suspension Period (and any withdrawal filing or effectiveness of a registration statement pursuant to this Section 2(c)(iv))sentence not more that once during any twelve consecutive month period, but shall and (z) the Company may withdraw the filing or effectiveness of a registration statement pursuant to this sentence not be obligated under this Agreement to disclose the reasons therefor. The Registering Holders receiving such notice shall keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Shares (and direct any other Persons making such offers and sales to refrain from doing so) during each Suspension Period. In no event shall a Suspension Period or Suspension Periods be in effect for an aggregate of more than 180 days twice during the term of this Warrant; and provided, further, that if in any calendar yearaccordance with Section 10.1(c) hereof the number of shares of Warrants, Underlying Shares or shares of Restricted Stock requested to be included in such Demand Registration are cut back by more than 20%, then and in such event the Holders shall be entitled to one additional Demand Registration in accordance with the terms and provisions of Section 10 of this Warrant.
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Restrictions on Demand Registration. If, while a Demand Request is pending pursuant to this Section 3.1, (ix) Subject the Company shall have received another Demand Request from a different Investor Group or Equityholder pursuant to Section 2(c)(iii)the terms of the Stockholders Agreement and either such first Demand Request has not been abandoned or the 90-day period (or, in the case of the Initial Public Offering, the 180-day period) beginning on the effective date of the related Demand Registration with respect to such first Demand Request shall not have elapsed or (y) the Company has been advised by legal counsel that the filing of a registration statement would require the disclosure of a material transaction and the Company (as determined by its Board of Directors) reasonably determines in good faith that such disclosure would have a material adverse effect on the Company, then the Company shall not be obligated required to effect more than four Demand Registrations in total, other than Demand Registrations to be effected a registration pursuant to a Registration Statement on Form S-3, for which an unlimited total number this Section 3.1 in accordance with the terms of the subsequent Demand Registrations Request in the case of clause (x) above or to effect (but shall be permitted, and in no event shall the Company be required to effect more than one Demand Registration hereunder within prepare) a registration pursuant to this Section 3.1 in the case of clause (y), in any sixsuch case until (1) in the case of clause (x) above, the earlier of (A) the abandonment of such first offering and (B) the end of such 90-month day period (or, in the case of the Initial Public Offering, such 180-day period.
) referred to therein, and (ii2) Neither Huatai nor any Transferee shall in the case of clause (y) above, the earlier of (A) the date upon which such material transaction is otherwise disclosed to the public or ceases to be entitled to request a Demand Registration material and (iB) within six months ninety (90) days after Huatai or any Transferee has sold Shares in a Piggyback Registration or (ii) at any time when the Company is diligently pursuing a primary or secondary underwritten offering.
(iii) The makes such good faith determination, provided that the Company shall not be obligated permitted to effect delay a requested registration in reliance on clause (y) above more than once in any 12-month period and provided, further, that in the event the Company exercises its rights under clause (y) above, the registration shall not be counted as a Demand Registration unless the aggregate gross proceeds expected to be received from the sale of the Registrable Shares by the Requesting Holders equals or exceeds the Minimum Amount (based on the then-current market prices).
(iv) The Company may postpone effecting a Registration Statement pursuant to this Section 2 and, if it so chooses, withdraw any Registration Statement that has been filed, on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 90 days, if (1) an investment banking firm of recognized national standing shall advise the Company and the Requesting Holders in writing that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced, (2) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes would not be in the best interests of the Company, or (3) the Company determines, in good faith and in its sole discretion, that the registration or offering to be delayed would, if not delayed, adversely affect the Company and its subsidiaries taken as a whole or interfere with, or jeopardize the success of, any pending or proposed material transaction, including any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material transaction, whether due to commercial reasons or any other reason. Any period during which the Company has delayed effecting a Registration Statement pursuant to this Section 2(c)(iv) is herein referred to as a “Suspension Period.” If, pursuant to this Section 2(c)(iv), the Company delays or withdraws a Demand Registration requested by the Requesting Holders, the Requesting Holders shall be entitled to withdraw such request and, if so withdrawn, such request shall not count as a registration for purposes of this Section 23.1(a)(i) hereof until actually effected. The Company shall provide prompt written notice to the Registering Holders of the commencement and termination of any Suspension Period (and any withdrawal of a registration statement pursuant to this Section 2(c)(iv)), but shall not be obligated under this Agreement to disclose the reasons therefor. The Registering Holders receiving pay all Registration Expenses in connection with all such notice shall keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Shares (and direct any other Persons making such offers and sales to refrain from doing so) during each Suspension Period. In no event shall a Suspension Period withdrawn or Suspension Periods be in effect for an aggregate of more than 180 days in any calendar yeardelayed registrations.
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Restrictions on Demand Registration. (i) Subject to Section 2(c)(iii), the Company shall not be obligated to effect more than four Demand Registrations in total, other than Demand Registrations to be effected pursuant to a Registration Statement on Form S-3, for which an unlimited total number of Demand Registrations shall be permitted, and in no event shall the Company be required to effect more than one Demand Registration hereunder within any six-month period.
(ii) Neither Huatai nor any Transferee shall be entitled to request a Demand Registration (i) within six months after Huatai or any Transferee has sold Shares in a Piggyback Registration or (ii) at any time when the Company is diligently pursuing a primary or secondary underwritten offering.
(iii) The Company shall not be obligated to effect any Demand Registration within 90 days after the effective date of a previous Demand Registration. The Company may, at its option, (i) defer any registration or offering of Registrable Securities in response to a Demand Registration unless the aggregate gross proceeds expected Notice or Take-Down Notice or (ii) require holders to be received from the sale suspend any offering of the Registrable Shares by the Requesting Holders equals or exceeds the Minimum Amount (based on the thenSecurities, in either case for no more than 120 days in each 360-current market prices).day period:
(ivi) The Company may postpone effecting a Registration Statement pursuant to this Section 2 and, if it so chooses, withdraw any Registration Statement that has been filed, on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 90 days, if (1) an investment banking firm of recognized national standing shall advise the Company and the Requesting Holders in writing that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced, (2) the Company is in possession subject to any of its customary suspension or blackout periods, for all or part of such period;
(ii) upon issuance by the Securities and Exchange Commission of a stop order suspending the effectiveness of any registration statement with respect to Investor Registrable Securities or the initiation of proceedings with respect to such registration statement under Section 8(d) or 8(e) of the Securities Act;
(iii) if the Company believes that any such registration or offering (x) should not be undertaken because it would reasonably be expected to materially interfere with any material transaction or corporate development or plan or (y) would require the Company, under applicable securities laws and other laws, to make disclosure of material non-public nonpublic information the disclosure of which during the period specified in such notice that would not otherwise be required to be disclosed at that time and the Company reasonably believes in good faith that such disclosures at that time would not be in the Company’s best interests interests, provided that this exception (y) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material;
(iv) if the Company elects at such time to offer Common Stock or other equity securities of the CompanyCompany to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (3y) meet rating agency and other capital funding requirements;
(v) if the Company determines, is pursuing a primary underwritten offering of Common Stock pursuant to a registration statement; provided that the holders of Registrable Securities shall have Piggyback Registration rights with respect to such primary underwritten offering in good faith accordance with and subject to the restrictions set forth in its sole discretion, that Section 3; and
(vi) if the Board of the Company determines the registration or offering to be delayed wouldwould have a material adverse effect on the Company; provided that, if not delayed, adversely affect in the case of a deferral by the Company and its subsidiaries taken as of a whole or interfere with, or jeopardize the success of, any pending or proposed material transaction, including any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material transaction, whether due to commercial reasons or any other reason. Any period during which the Company has delayed effecting a Registration Statement pursuant to this Section 2(c)(iv) is herein referred to as a “Suspension Period.” If, pursuant to this Section 2(c)(iv)Demand Registration, the Company delays or withdraws a Demand Registration requested by the Requesting Holders, the Requesting Holders shall holders of Registrable Securities will be entitled to withdraw such request and, if so such request is withdrawn, such request shall Demand Registration will not count as a Demand Registration and the Company will pay all Registration Expenses in connection with such requested registration. Upon the occurrence of any of the conditions described in (i) through (vi) above, the Company shall give prompt notice of such deferral or suspension (a “Suspension Notice”) to each of seller of Registrable Securities included in any applicable registration for purposes statement. Upon the termination of this Section 2such condition, the Company shall give prompt notice thereof (a “Suspension Termination Notice”) to any sellers to whom a Suspension Notice was delivered. The Company shall provide prompt written notice to the Registering Holders of the commencement and termination of promptly proceed with any Suspension Period (and any withdrawal of a registration statement Demand Registration that was suspended pursuant to this Section 2(c)(iv1(e)), but shall not be obligated under this Agreement to disclose the reasons therefor. The Registering Holders receiving such notice shall keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Shares (and direct any other Persons making such offers and sales to refrain from doing so) during each Suspension Period. In ; provided further that in no event shall the restrictions set forth in this sentence be deemed to apply to a Suspension Period redemption or Suspension Periods be in effect for an aggregate repurchase of, or plan to redeem or repurchase, capital stock, options or warrants of more than 180 days in any calendar yearthe Company.
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