Common use of Right to Include Registrable Securities Clause in Contracts

Right to Include Registrable Securities. (a) If at any time following an initial Public Offering of the Company’s securities, the Company proposes to effect a Piggyback Registration, it will give prompt written notice (a “Notice of Piggyback Registration”) to the Stockholders of its intention to do so and of such Stockholders’ rights under this Article IV to participate in such Piggyback Registration, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. If any such Stockholder delivers a Request for Registration to the Company within 15 days after such Stockholder receives a Notice of Piggyback Registration, the Company will use its best efforts to include in the registration statement relating to such Piggyback Registration all Registrable Securities which the Company has been so requested to register. Notwithstanding the foregoing, if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Stockholder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) and (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.

Appears in 4 contracts

Samples: Stockholders Agreement (Porter William A), Stockholders Agreement (International Securities Exchange, Inc.), Stockholders Agreement (International Securities Exchange, Inc.)

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Right to Include Registrable Securities. (a) If at any time following an initial Public Offering of the Company’s securities, the Company proposes to effect a Piggyback Registrationregister any of its securities under the Securities Act, it will each such time give prompt written notice (a "Notice of Piggyback Registration”) "), at least 30 days prior to the Stockholders anticipated filing date, to all holders of Registrable Securities of its intention to do so and of such Stockholders’ holders' rights under this Article IV to participate in such Piggyback RegistrationSection 2.02(a), which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. If any such Stockholder delivers a Request for Registration to Upon the Company written request of the holders of all, but not less than all, of the Registrable Securities made within 15 days after such Stockholder receives receipt of a Notice of Piggyback RegistrationRegistration (which request shall specify the Registrable Securities intended to be disposed of and the intended method of disposition thereof), the Company will use its best efforts to include in the registration statement relating to such Piggyback Registration registration all Registrable Securities which the Company has been so requested to register. Notwithstanding the foregoing, if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Stockholder holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) ), and (ii) in the case of a determination to delay registrationregistering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.

Appears in 2 contracts

Samples: Registration Rights Agreement (Fidelity Holdings Inc), Registration Rights Agreement (Fidelity Holdings Inc)

Right to Include Registrable Securities. (a) If at any time following an initial Public Offering of the Company’s securities, the Company proposes to effect a Piggyback Registrationregister any of its securities under the Securities Act, it will each such time give prompt written notice (a "Notice of Piggyback Registration”) "), at least 30 days prior to the Stockholders anticipated filing date, to all holders of Registrable Securities of its intention to do so and of such Stockholders’ holders' rights under this Article IV to participate in such Piggyback RegistrationSection 2.01(a), which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. If any such Stockholder delivers a Request for Registration to Upon the Company written request of the holders of all, but not less than all, of the Registrable Securities made within 15 days after such Stockholder receives receipt of a Notice of Piggyback RegistrationRegistration (which request shall specify the Registrable Securities intended to be disposed of and the intended method of disposition thereof), the Company will use its best efforts to include in the registration statement relating to such Piggyback Registration registration all Registrable Securities which the Company has been so requested to register. Notwithstanding the foregoing, if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Stockholder holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) ), and (ii) in the case of a determination to delay registrationregistering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.

Appears in 2 contracts

Samples: Registration Rights Agreement (Fidelity Holdings Inc), Registration Rights Agreement (Fidelity Holdings Inc)

Right to Include Registrable Securities. (a) If at any time following an initial Public Offering of the Company’s securities, the Company proposes to effect register, whether or not for its own account, any of its equity securities under the Securities Act, other than (i) a registration effected solely to implement an employee benefit plan, (ii) a transaction to which Rule 145 promulgated under the Securities Act is applicable, (iii) a transaction eligible to be registered on Form S-8, Xxxx X-0 xx any successor or similar form or (iv) a shelf registration under Rule 415 promulgated under the Securities Act for the purpose or registering shares to be issued in connection with acquisition transactions, and there are Transfer Restricted Securities outstanding which, at such time, cannot be sold under Rule 144(k) (or any similar provision then in force), then the Company shall give written notice of such proposed filings to the Holders of such Transfer Restricted Securities at least 20 business days before the anticipated filing date. Such notice shall offer such Holders the opportunity to register such amount of Transfer Restricted Securities as each such Holder may request (a "Piggyback Registration") and, it will give prompt written notice (a “Notice of Piggyback Registration”) subject to the Stockholders provisions of its intention to do so and of such Stockholders’ rights under this Article IV to participate in such Piggyback Registration, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. If any such Stockholder delivers a Request for Registration to the Company within 15 days after such Stockholder receives a Notice of Piggyback RegistrationSection 3(b) below, the Company will use its best efforts to shall include in the registration statement relating to each such Piggyback Registration all Registrable Transfer Restricted Securities with respect to which the Company has received written requests for inclusion therein within 15 business days after notice has been so requested duly given to registerthe applicable Holder. Notwithstanding The Holder of Transfer Restricted Securities shall be permitted to withdraw all or any part of the foregoing, if, Transfer Restricted Securities from a Piggyback Registration at any time after giving a Notice of Piggyback Registration and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Stockholder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) and (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securitiesPiggyback Registration.

Appears in 1 contract

Samples: Registration Rights Agreement (American Architectural Products Corp)

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Right to Include Registrable Securities. (a) If Wang at any time following an initial Public Offering after the earlier to occur of (i) the third (3rd) anniversary of the Company’s securitiesdate hereof or (ii) the occurrence of an Early Termination Event, the Company proposes to effect a Piggyback Registration, it Registration Wang will give prompt written notice (a "Notice of Piggyback Registration") at least thirty (30) days prior to the Stockholders anticipated filing date, to Olivetti of its intention to do so and of such Stockholders’ rights under this Article IV to participate in such effect a Piggyback Registration, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. If any such Stockholder delivers a Request for Registration to Upon the Company written request of Olivetti made within 15 twenty (20) days after such Stockholder receives receipt of a Notice of Piggyback RegistrationRegistration (which request shall specify the Registrable Securities intended to be disposed of by Olivetti and the intended method of disposition thereof), the Company Wang will use its commercially reasonable best efforts to include in the registration statement relating to such Piggyback Registration all Registrable Securities which the Company Wang has been so requested by Olivetti to register. Notwithstanding the foregoing, if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the registration statement filed in connection with such registrationPiggyback Registration, the Company Wang shall determine for any reason not to register or to delay registration of such securities, the Company Wang may, at its election, give written notice of such determination to each Stockholder Olivetti and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) and (ii) in without prejudice, however, to the case rights of Olivetti to request that such registration be effected as a determination to delay registration, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.Requested

Appears in 1 contract

Samples: Stockholders Agreement (Olivetti Ing C & Co Spa /Adr/)

Right to Include Registrable Securities. (a) If Notwithstanding any limitation contained in Section 1, if at any time following an initial Public Offering of the Company’s securities, the Company proposes to effect a Piggyback Registration, including in accordance with Section l(f), it will give prompt written notice (a “Notice of Piggyback Registration”) at least 15 days prior to the Stockholders anticipated filing date, to all Investors of its intention to do so and of such StockholdersInvestors’ rights under this Article IV to participate in such Piggyback RegistrationSection 2, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. If Upon the written request of any such Stockholder delivers a Request for Registration to the Company Investor made within 15 days after such Stockholder receives receipt of a Notice of Piggyback RegistrationRegistration (which request shall specify the number of Registrable Securities intended to be disposed of by such Investor and the intended method of disposition thereof), the Company will use its best efforts shall, subject to the other provisions of this Agreement, include in the registration statement relating to such Piggyback Registration all Registrable Securities which the Company has been so requested to registerregister to permit the disposition of such Registrable Securities in accordance with the intended method of disposition set forth in the Notice of Piggyback Registration. Notwithstanding the foregoing, if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Stockholder the Investors that elected to participate in such registration (the “Piggyback Investors”) and, thereupon, thereupon (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice, however, to the rights of the Piggyback Investors to request that such registration be effected as a Requested Registration under Section 1, and (ii) in the case of a determination to delay registrationregistering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Requested Registration under Section 1.

Appears in 1 contract

Samples: Registration Rights Agreement (Aei)

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