Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities under the Securities Act (other than by a registration on Form S-4 or S-8 or any successor or similar form and other than pursuant to Section 2.1), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section 2.
Appears in 5 contracts
Samples: Registration Rights Agreement (Air Cure Technologies Inc /De), Registration Rights Agreement (Hallwood Energy Corp), Registration Rights Agreement (Boots & Coots International Well Control Inc)
Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities Common Stock under the Securities Act (by registration on any form other than by a registration on Form Forms S-4 or S-8 or any successor or similar form and other than pursuant to Section 2.1)S-8, whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section 2.
Appears in 5 contracts
Samples: Registration Rights Agreement (Jw Childs Equity Partners L P), Registration Rights Agreement (Special Metals Corp), Registration Rights Agreement (Playtex Products Inc)
Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities Common Stock under the Securities Act (by registration on any form other than by a registration on Form Forms S-4 or S-8 or any successor in connection with the issuance of stock in consideration of the acquisition of assets or similar form and other than pursuant to Section 2.1)a business, whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section 21.
Appears in 3 contracts
Samples: Registration Rights Agreement (Allis Chalmers Corp), Registration Rights Agreement (Allis Chalmers Corp), Registration Rights Agreement (Allis Chalmers Corp)
Right to Include Registrable Securities. If the Company at any time proposes to file a registration statement to register any of its equity securities (or any security convertible into or exchangeable for any equity security of the Company) under the Securities Act (other than by a except for registration on Form S-4 or S-8 or any successor or similar form and other than pursuant to Section 2.1forms), whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section 21.
Appears in 3 contracts
Samples: Registration Rights Agreement (Blackhawk Investors LLC), Registration Rights Agreement (Ponder Industries Inc), Registration Rights Agreement (White Owl Capital Partners)
Right to Include Registrable Securities. If the Company at any time proposes to register any shares of its Common Stock or any securities convertible into Common Stock under the Securities Act (by registration on any form other than by a registration on Form Forms S-4 or S-8 or any successor or similar form and other than pursuant to Section 2.1)S-8, whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section 2.
Appears in 3 contracts
Samples: Registration Rights Agreement (1818 Fund Lp Brown Brothers Harriman Co Long T Michael Et Al), Registration Rights Agreement (Vaalco Energy Inc /De/), Registration Rights Agreement (Vaalco Energy Inc /De/)
Right to Include Registrable Securities. If the Company at --------------------------------------- any time proposes to register any of its shares of Common Stock (other than in connection with a registration of securities which are convertible or exchangeable into Common Stock) under the Securities Act (other than by a registration on Form S-4 or S-8 S-8, or any successor or similar form forms and other than pursuant to Section section 2.1), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section section 2.
Appears in 3 contracts
Samples: Registration Rights Agreement (McKesson Hboc Inc), Registration Rights Agreement (McKesson Hboc Inc), Registration Rights Agreement (McKesson Corp)
Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities under the Securities Act (other than by (i) in connection with a registration statement on Form S-8 or Form S-4 or S-8 or any similar successor or similar form and other than the registration form to be used may be used for the registration of Registrable Securities, or (ii) pursuant to Section 2.1) (an "Incidental Registration"), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Warrants or Registrable Securities the Holders of its intention to do so and of such holdersthe Holders' rights under this Section 2.
Appears in 2 contracts
Samples: Registration Rights Agreement (Torch Offshore Inc), Registration Rights Agreement (Torch Offshore Inc)
Right to Include Registrable Securities. If the Company at any time proposes to register any of its Common Stock or any other class of Registrable Securities or other securities convertible into or exchangeable for shares of its Common Stock or any other class of Registrable Securities under the Securities Act (by registration on any form other than by a registration on Form Forms S-4 or S-8 (or any successor or similar form and other than pursuant to Section 2.1forms), whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders of Warrants or Registrable Securities of its intention to do so and of such holders' * rights under this Section 2.
Appears in 2 contracts
Samples: Registration Rights Agreement (Chiquita Brands International Inc), Registration Rights Agreement (Seneca Foods Corp /Ny/)
Right to Include Registrable Securities. If the Company at any time proposes to register any the offering and sale of its securities shares of Common Stock under the Securities Act (by registration on any form other than by a registration on Form Forms S-4 or S-8 (or any successor or similar form and other than pursuant to Section 2.1), forms thereto) whether or not for sale for its own account, it will shall each such time give prompt written notice ("Piggyback Notice") to all holders of Warrants or Registrable Securities the Holders of its intention to do so and of such holdersthe Holders' rights under this Section 23.
Appears in 2 contracts
Samples: Share Exchange Agreement (Tridon Enterprises Inc), Registration Rights Agreement (Lucas Educational Systems Inc)
Right to Include Registrable Securities. If the Company at any time proposes to register any shares of its Common Stock or any securities convertible into Common Stock under the Securities Act by registration on any form (other than by a registration on Form Forms S-4 or S-8 S-8, or any registration statement filed in connection with a business combination, dividend reinvestment plan, offering to employees or any successor forms to Forms S-4 or similar form and other than pursuant to Section 2.1S-8), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section 2.
Appears in 2 contracts
Samples: Registration Rights Agreement (Z Tel Technologies Inc), Registration Rights Agreement (1818 Fund Lp Brown Brothers Harriman Co Long T Michael Et Al)
Right to Include Registrable Securities. If the Company at any time or from time to time proposes to register any of its equity securities under the Securities Act (other than by in a registration on Form S-4 or S-8 or any successor or similar form to such forms and other than pursuant to Section 2.1), whether 2.1 or not for sale for its own account, it will each such time give prompt written notice to all holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section 2.
Appears in 2 contracts
Samples: Loan Agreement (Inamed Corp), Registration Rights Agreement (Cit Group Inc)
Right to Include Registrable Securities. If the Company at any --------------------------------------- time or from time to time proposes to register any of its equity securities under the Securities Act (other than by in a registration on Form S-4 or S-8 or any successor or similar form to such forms and other than pursuant to Section 2.1), whether 2.1 or not for sale for its own account, it will each such time give prompt written notice to all holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section 2.
Appears in 2 contracts
Samples: Registration Rights Agreement (World Wrestling Federation Entertainment Inc), Registration Rights Agreement (World Wrestling Federation Entertainment Inc)
Right to Include Registrable Securities. If the Company at any time time, other than in connection with an Initial Public Offering, proposes to register any shares of its Common Stock or any securities convertible into Common Stock under the Securities Act (by registration on any form other than by a registration on Form Forms S-4 or S-8 or any successor or similar form and other than pursuant to Section 2.1)S-8, whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section 2.
Appears in 2 contracts
Samples: Registration Rights Agreement (Phoenix Racing Inc), Registration Rights Agreement (California Tire Co)
Right to Include Registrable Securities. If the Company at any --------------------------------------- time proposes to register any of its shares of Common Stock (other than in connection with a registration of securities which are convertible or exchangeable into Common Stock) under the Securities Act (other than by a registration on Form S-4 or S-8 S-8, or any successor or similar form forms and other than pursuant to Section section 2.1), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section section 2.
Appears in 2 contracts
Samples: Registration Rights Agreement (McKesson Corp), Registration Rights Agreement (Amerisource Distribution Corp)
Right to Include Registrable Securities. If the Company at any time proposes to register any of its shares of Common Stock (other than in connection with a registration of securities which are convertible or exchangeable into Common Stock) under the Securities Act (other than by a registration on Form S-4 or S-8 or any successor or similar form forms and other than pursuant to Section 2.1), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Warrants or Registrable Securities the Trust of its intention to do so and of such holders' the Trust's rights under this Section 2.
Appears in 1 contract
Right to Include Registrable Securities. If the Company at any time proposes to register any shares of its Common Stock or any securities convertible into Common Stock under the Securities Act (by registration on any form other than by a registration on Form Forms S-4 or S-8 or any successor or similar form and other than pursuant to Section 2.1)S-8, whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Warrants or Registrable Securities (other than Holders of Subordinated Notes) of its intention to do so and of such holdersHolders' rights under this Section 2.
Appears in 1 contract
Samples: Registration Rights Agreement (1818 Fund Lp Brown Brothers Harriman Co Long T Michael Et Al)
Right to Include Registrable Securities. If the Company at any time proposes to register any Common Stock for its own account or for the account of its securities any other stockholder under the Securities Act (other than by a registration on Form S-4 or S-8 S-1, X-0 xx S-3 or any successor or similar form and other than pursuant form(s) (except registrations on any such Form or similar form(s) solely for registration of securities in connection with an employee benefit plan, stock incentive or dividend reinvestment plan or a merger, acquisition or consolidation or incidental to Section 2.1), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section 2.an issuance of
Appears in 1 contract
Samples: Registration Rights Agreement (Water Pik Technologies Inc)
Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities under the Securities Act (other than by a registration on Form S-4 Forms X-0, X-0 or S-8 S-3 or any successor or similar form and other than pursuant to Section 2.1), whether form(s) (except registrations on such Forms or not similar form(s) solely for sale for its own account, it will each such time give prompt written notice to all holders registration of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section 2.securities
Appears in 1 contract
Samples: Registration Rights Agreement (Nestle Holdings Inc)
Right to Include Registrable Securities. If the Company at any time (other than such time as the Company first issues Common Stock in an IPO) proposes to register any the offering and sale of its securities shares of Common Stock under the Securities Act (by registration on any form other than by a registration on Form forms S-4 or S-8 (or any successor successors thereto) or similar form and other than pursuant to Section 2.1)3.3, whether or not for sale for its own account, it will shall each such time give prompt written notice to all holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section 23.
Appears in 1 contract
Samples: Registration Rights Agreement (Next Generation Network Inc)
Right to Include Registrable Securities. If Subject to Section 3.9, if the Company at any time proposes to register any of its securities under the Securities Act (by registration on any form other than by a registration on Form Forms S-4 or S-8 (or any successor or similar form and other than pursuant to Section 2.1forms), whether or not for sale for its own account, it will shall, each such time give prompt written notice to all registered holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section 23.
Appears in 1 contract
Right to Include Registrable Securities. If the Company at any time proposes to register any the offering and sale of its securities shares of Common Stock under the Securities Act (by registration on any form other than by a registration on Form forms S-4 or S-8 (or any successor or similar form and other than pursuant to Section 2.1), successors thereto) whether or not for sale for its own account, it will shall each such time give prompt written notice to all holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section 23.
Appears in 1 contract
Samples: Common Stock Registration Rights Agreement (Education Management Corporation)
Right to Include Registrable Securities. If the Company at any time proposes to register any of its shares of Common Stock (other than in connection with a registration of securities which are convertible or exchangeable into Common Stock) under the Securities Act (other than by a registration on Form S-4 or S-8 S-8, or any successor or similar form forms and other than pursuant to Section section 2.1), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section section 2.
Appears in 1 contract
Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities under the Securities Act (other than by a registration on Form S-4 S-4, S-8, S-14 or S-8 S-15 or any successor or similar form and other than pursuant to Section 2.1forms), whether or not for sale xx xxx xxx xxxe for its own account, it will each such time give prompt written notice to all holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section 2.
Appears in 1 contract
Samples: Registration Rights Agreement (Performance Health Technologies Inc)
Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities under the Securities Act (other than by a registration on Form S-4 or S-8 S-4, X-0, X-00 xx S-15 or any successor or similar form forms and other than pursuant to Section section 2.1), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section section 2.
Appears in 1 contract
Right to Include Registrable Securities. If the Company at any time or from time to time proposes to register any of its securities Common Shares under the Securities Act (other than by in a registration on Form S-4 or S-8 or any successor or similar form to such forms and other than pursuant to Section 2.1), whether 2.1 or not for sale for its own account, it will each such time give prompt written notice to all holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section 2.
Appears in 1 contract
Samples: Registration Rights Agreement (Insignia Financial Group Inc /De/)
Right to Include Registrable Securities. If the Company at any time time, other than in connection with an Initial Public Offering, proposes to register any shares of its Common Stock or any securities convertible into Common Stock under the Securities Act (by registration on any form other than by a registration on Form Forms S-4 or S-8 or any successor or similar form and other than pursuant to Section 2.1)S-8, whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section 21.
Appears in 1 contract
Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities under the Securities Act (other than by a registration on Form S-4 or S-8 or S-4, Xxxx X-0 xx any successor or similar form form, or in connection with a tender offer, merger, or other acquisition, and other than pursuant to Section 2.12.1 or Section 2.2), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section 2.
Appears in 1 contract
Right to Include Registrable Securities. If Notwithstanding any limitation contained in section 2.1, if the Company at any time proposes to register any of its securities under the Securities Act (other than by a registration on Form S-4 or S-8 or any successor or similar form and other than pursuant to Section 2.1forms), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will each such time give prompt written notice to all holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section section 2.
Appears in 1 contract
Samples: Registration Rights Agreement (Perma Fix Environmental Services Inc)
Right to Include Registrable Securities. If the Company at any time proposes to register any shares of its Common Stock or any securities convertible into Common Stock under the Securities Act (by registration on any form other than by a registration on Form Forms S-4 or S-8 or any successor or similar form and other than pursuant to Section 2.1)S-8, whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section 2.
Appears in 1 contract
Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities Common Stock under the Securities Act (by registration on any form other than by a registration on Form Forms S-4 or S-8 or any successor or similar form and other than pursuant to Section 2.1)S-8, whether or not for sale for its own accountaccount and any Securityholder is requesting Registrable Securities (as defined in the Other Registration Rights Agreements, it referred to herein as "Third Party Securities") be included in such registration, the Company will each such time give prompt written notice to all registered holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section 2.
Appears in 1 contract
Samples: Registration Rights Agreement (Jw Childs Equity Partners L P)
Right to Include Registrable Securities. If the Company at any time subsequent to its Initial Public Offering proposes to register any of its securities common stock under the Securities Act (other than by a registration on Form S-4 or Form S-8 or any successor or similar other form and other than pursuant not available for registering restricted stock for sale to Section 2.1the public), whether or not for sale for its own account, it will each such time give prompt written notice to all holders Holders of Warrants or Registrable Securities of its intention to do so and of such holdersHolders' rights under this Section 2.
Appears in 1 contract
Samples: Registration Rights Agreement (Build a Bear Workshop Inc)
Right to Include Registrable Securities. If Notwithstanding any limitation contained in section 9.1, if the Company at any time proposes to register any of its securities under the Securities Act (other than by a registration on Form S-4 or S-8 or any successor or similar form and other than pursuant to Section 2.1forms), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will each such time give prompt written notice to all holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section 2section 9.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Dixon Ticonderoga Co)
Right to Include Registrable Securities. If the Company at any --------------------------------------- time following the consummation of the initial public offering of the Company's Common Stock proposes to register any of its securities under the Securities Act (on any form other than by a registration on Form Forms S-4 or S-8 or any their successor or similar form and other than pursuant to Section 2.1)forms, whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section 2.
Appears in 1 contract
Right to Include Registrable Securities. If the Company at any time proposes to file a registration statement to register any of its equity securities (or any security convertible into or exchangable for any equity security of the Company) under the Securities Act (other than by a except for registration on Form S-4 or S-8 or any successor or similar form and other than pursuant to Section 2.1forms), whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section 21.
Appears in 1 contract
Right to Include Registrable Securities. If the --------------------------------------- Company at any time proposes to register any of its Common Stock or any other class of Registrable Securities or other securities convertible into or exchangeable for shares of its Common Stock or any other class of Registrable Securities under the Securities Act (by registration on any form other than by a registration on Form Forms S-4 or S-8 (or any successor or similar form and other than pursuant to Section 2.1forms), whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section 2.
Appears in 1 contract
Samples: Registration Rights Agreement (Seneca Foods Corp /Ny/)
Right to Include Registrable Securities. If the Company If, at any time or from ----------------------------------------- time to time, the Company proposes to register any of its securities Common Stock under the Securities Act on any form for the registration of securities under such Act, whether or not for its own account (other than by a registration statement on Form S-4 or S-8 or any successor or similar form and other than pursuant to Section 2.1such forms) (a "Piggyback Registration"), whether or not for sale for its own account, it will each such time ---------------------- shall as expeditiously as possible give prompt written notice to all holders of Warrants or Registrable Securities Holders of its intention to do so and of such holdersHolders' rights under this Section 2.2.01 ("
Appears in 1 contract
Samples: Stock and Note Purchase Agreement (Community West Bancshares /)
Right to Include Registrable Securities. If the Company at any time proposes to register any of its equity securities under the Securities Act (other than by a registration on Form S-8 or Form S-4 or S-8 or any successor or similar form and other than pursuant to Section 2.12.1 or 2.2 of this Agreement), whether or not for sale for its own account, it will each such time it will give prompt written notice to all holders of Warrants or Registrable Securities of its intention to do so so, of the intended method of disposition, and of such holders' rights under this Section 2.
Appears in 1 contract
Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities under the Securities Act (other than by a registration on Form S-4 or S-8 on Form S- 8, or any successor or similar form and other than pursuant to Section 2.1forms), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section section 2.
Appears in 1 contract
Samples: Registration Rights Agreement (Wand Nestor Investments L P Et Al)
Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities under the Securities Act (other than by a registration on Form S-4 or S-8 S-8, or any successor or similar form forms and other than pursuant to Section section 2.1), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Warrants or Registrable Securities Holder of its intention to do so and of such holders' the Holders rights under this Section section 2.
Appears in 1 contract
Samples: Registration Rights Agreement (Wand Partners Sc Inc)
Right to Include Registrable Securities. If the --------------------------------------- Company at any time following an Initial Public Offering proposes to register any shares of its Common Stock or any securities convertible into Common Stock under the Securities Act (by registration on any form other than by a registration on Form Forms S-4 or S-8 or any successor or similar form and other than pursuant to Section 2.1)S-8, whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section 2.
Appears in 1 contract
Samples: Registration Rights Agreement (Unwired Telecom Corp)
Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities under the Securities Act (other than by a registration on Form S-4 or S-8 S-4, X-0, X-00 xx S-15 or any successor or similar form forms and other than pursuant to Section 2.12.1 hereof), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Warrants or Registrable Securities of its intention to do so and of such holders' rights under this Section 2.
Appears in 1 contract
Samples: Registration Rights Agreement (Integrated Orthopedics Inc)