Common use of Right to Include Registrable Securities Clause in Contracts

Right to Include Registrable Securities. Each time that the Company proposes for any reason to register any of its Common Stock under the Securities Act, either for its own account or for the account of a stockholder or stockholders exercising demand registration rights other than Demand Requests pursuant to Section 1.2 hereof or pursuant to a Registration Statement on Forms S-4 or S-8 (or similar or successor forms) (a “Proposed Registration”), the Company shall promptly give written notice of such Proposed Registration to all of the Holders of Registrable Securities (which notice shall be given not less than thirty (30) days prior to the expected effective date of the Company’s Registration Statement) and shall offer such Holders the right to request inclusion of any of such Holder’s Registrable Securities in the Proposed Registration. No registration pursuant to this Section 1.3 shall relieve the Company of its obligation to register Registrable Securities pursuant to a Demand Request, as contemplated by Section 1.2 hereof. The rights to piggyback registration may be exercised an unlimited number of occasions.

Appears in 5 contracts

Samples: Investors’ Rights Agreement (Refocus Group Inc), Securities Purchase Agreement (Immediatek Inc), Securities Purchase Agreement (Radical Holdings Lp)

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Right to Include Registrable Securities. Each Subject to the limitations contained in the last sentence of this Section 2.2, each time that the Company proposes for any reason to register any of its Common Stock equity interests under the Securities Act, either for its own account or for the account of a stockholder or stockholders equity interest holders exercising demand registration rights rights, other than a Demand Requests Request pursuant to Section 1.2 hereof 2.1 hereof, a rights offering (other than the rights offering contemplated by the A&R Rights Offering Letter Agreement) or pursuant to a Registration Statement on Forms Form S-4 or S-8 (or similar or successor forms) (a “Proposed Registration”), the Company shall promptly give written notice of such Proposed Registration to all of the Holders of Registrable Securities (which notice shall be given not less than thirty (30) days prior to the expected effective date of the Company’s Registration Statement) and shall offer such Holders the right to request inclusion of any of such Holder’s Registrable Securities in the Proposed Registration. No registration pursuant to this Section 1.3 2.2 shall relieve the Company of its obligation to register Registrable Securities pursuant to a Demand Request, as contemplated by Section 1.2 2.1 hereof. The rights to piggyback registration may be exercised on an unlimited number of occasions.

Appears in 3 contracts

Samples: Registration Rights Agreement (Greenlight Capital LLC), Registration Rights Agreement (BioFuel Energy Corp.), Registration Rights Agreement (BioFuel Energy Corp.)

Right to Include Registrable Securities. Each time after the Company’s IPO that the Company proposes for any reason to register any of its Common Stock under the Securities Act, either for its own account or for the account of a stockholder or stockholders exercising demand registration rights other than Demand Requests pursuant to Section 1.2 2.2 hereof or pursuant to a Registration Statement on Forms S-4 or S-8 (or similar or successor forms) (a “Proposed Registration”), the Company shall promptly give written notice of such Proposed Registration to all of the Holders of Registrable Securities (which notice shall be given not less than thirty (30) days prior to the expected effective date of the Company’s Registration Statement) and shall offer such Holders the right to request inclusion of any of such Holder’s Registrable Securities in the Proposed Registration. No registration pursuant to this Section 1.3 2.3 shall relieve the Company of its obligation to register Registrable Securities pursuant to a Demand Request, as contemplated by Section 1.2 2.2 hereof. The rights to piggyback registration may be exercised an unlimited number of occasions.

Appears in 2 contracts

Samples: Investors' Rights Agreement (Vincera, Inc.), Investors' Rights Agreement (Vincera, Inc.)

Right to Include Registrable Securities. Each time that the Company proposes for any reason to register any of its Common Stock equity securities under the Securities Act, either Act for its own account or for the account of a stockholder or stockholders exercising demand registration rights other than Demand Requests pursuant to Section 1.2 hereof or pursuant to a Registration Statement on Forms S-4 or S-8 (or similar or successor forms) or a registration pursuant to Section 1.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales (a “Proposed Registration”), the Company shall promptly give written notice of such Proposed Registration to all of the Holders of Registrable Securities (which notice shall be given not less than thirty (30) days prior to the expected effective date of the Company’s Registration Statement) and shall offer such Holders shall, subject to the right provisions of this Section 1.4, use its commercially reasonable efforts to request inclusion cause to be registered all of any of such Holder’s the Registrable Securities that each such Holder has requested to be included in the such Proposed Registration. No registration pursuant to this Section 1.3 shall relieve the Company of its obligation to register Registrable Securities pursuant to a Demand Request, as contemplated by Section 1.2 hereof. The rights to piggyback registration may be exercised an unlimited number of occasions.

Appears in 2 contracts

Samples: Registration Rights Agreement (Magnachip Semiconductor LLC), Registration Rights Agreement (Magnachip Semiconductor LLC)

Right to Include Registrable Securities. Each time that the Company proposes for any reason to register any of its Common Stock under the Securities Act, either for its own account or for the account of a stockholder or stockholders exercising demand registration rights rights, other than Demand Requests pursuant to Section 1.2 hereof 2 hereof, or pursuant to a Registration Statement Statements on Forms S-4 or S-8 (or similar or successor forms) (a “Proposed Registration”), the Company shall promptly give written notice of such Proposed Registration to all of the Holders of Registrable Securities (which notice shall be given not in no event less than thirty (30) days prior to the expected effective date of the Company’s Registration Statement) and shall offer such Holders the right to request inclusion of any of such Holder’s Registrable Securities in the Proposed Registration. No registration pursuant to this Section 1.3 3 shall relieve the Company of its obligation to register Registrable Securities pursuant to a Demand Request, as contemplated required by Section 1.2 2 hereof. The rights to piggyback registration may be exercised on an unlimited number of occasions.

Appears in 2 contracts

Samples: Investors' Rights Agreement, Investors’ Rights Agreement (Linkedin Corp)

Right to Include Registrable Securities. Each time that the Company proposes for any reason (including pursuant to Demand Requests under Section 2.1) to register any of its Common Stock securities under the Securities Act, either for its own account or for the account of a stockholder or stockholders securities holder exercising demand registration rights rights, other than Demand Requests pursuant to Section 1.2 hereof or pursuant to a Registration Statement registration statement on Forms Form S-4 or S-8 (or similar or successor forms) (a “Proposed Registration”), the Company shall promptly give written notice of such Proposed Registration to all of the Holders of Registrable Securities (which notice shall be given not less than thirty (30) days prior to the expected effective date of the Company’s Registration Statementregistration statement) and shall offer such Holders the right to request inclusion of any of such Holder’s Registrable Securities in the Proposed Registration. No registration pursuant to this Section 1.3 2.2 shall relieve the Company of its obligation to register Registrable Securities pursuant to a Demand Request, as contemplated by Section 1.2 hereof2.1. The rights to piggyback registration may be exercised on an unlimited number of occasions.

Appears in 2 contracts

Samples: Registration Rights Agreement (Hercules Offshore, Inc.), Registration Rights Agreement (Hercules Offshore, LLC)

Right to Include Registrable Securities. Each Subject to the limitations contained in the last sentence of this Section 2.2, each time that the Company proposes for any reason to register any of its Common Stock equity interests under the Securities Act, either for its own account or for the account of a stockholder or stockholders equity interest holders exercising demand registration rights rights, other than a Demand Requests Request pursuant to Section 1.2 2.1 hereof or pursuant to a Registration Statement on Forms S-4 or S-8 (or similar or successor forms) (a “Proposed Registration”"PROPOSED REGISTRATION"), the Company shall promptly give written notice of such Proposed Registration to all of the Holders of Registrable Securities (which notice shall be given not less than thirty (30) days prior to the expected effective date of the Company’s 's Registration Statement) and shall offer such Holders the right to request inclusion of any of such Holder’s 's Registrable Securities in the Proposed Registration. No registration pursuant to this Section 1.3 2.2 shall relieve the Company of its obligation to register Registrable Securities pursuant to a Demand Request, as contemplated by Section 1.2 2.1 hereof. The rights to piggyback registration may be exercised on an unlimited number of occasions.

Appears in 2 contracts

Samples: Registration Rights Agreement (BioFuel Energy Corp.), Registration Rights Agreement (BioFuel Energy Corp.)

Right to Include Registrable Securities. Each If at any time that on or after the Effective Date the Company proposes for any reason to register any of its Common Stock under the Securities Act, either for its own account or for the account of a stockholder or stockholders exercising demand registration rights securityholder of the Company other than Demand Requests pursuant to Section 1.2 hereof or pursuant to a Registration Statement on Forms S-4 or S-8 (or similar or successor forms) (a “Proposed Registration”), the Company shall promptly give written notice of such Proposed Registration to all of the Holders of Registrable Securities (which notice shall be given not less than thirty (30) 20 days prior to before the expected effective date of the Company’s Registration Statement) and shall offer such Holders the right to request inclusion of any of such Holder’s Registrable Securities in the Proposed Registration. No registration pursuant to this Section 1.3 2.2 shall relieve the Company of its obligation to register Registrable Securities pursuant to a Demand Request, as contemplated by Section 1.2 hereof2.1. The rights to piggyback registration may be exercised an unlimited number of occasions.

Appears in 2 contracts

Samples: Registration Rights Agreement (Crimson Exploration Inc.), Registration Rights Agreement (America Capital Energy Corp)

Right to Include Registrable Securities. Each If at any time that on or after the Closing Date the Company proposes for any reason to register any of its Common Stock under the Securities Act, either for its own account or for the account of a stockholder or stockholders exercising demand registration rights securityholder of the Company other than Demand Requests pursuant to Section 1.2 hereof or pursuant to a Registration Statement on Forms S-4 or S-8 (or similar or successor forms) (a “Proposed Registration”), the Company shall promptly give written notice of such Proposed Registration to all of the Holders of Registrable Securities (which notice shall be given not less than thirty (30) 20 days prior to before the expected effective filing date of the Company’s Registration Statement) and shall offer such Holders the right to request inclusion of any of such Holder’s Registrable Securities in the Proposed Registration. No registration pursuant to this Section 1.3 2.2 shall relieve the Company of its obligation to register Registrable Securities pursuant to a Demand Request, as contemplated by Section 1.2 hereof2.1. The rights to piggyback registration may be exercised an unlimited number of occasions.

Appears in 1 contract

Samples: Registration Rights Agreement (Saratoga Resources Inc /Tx)

Right to Include Registrable Securities. Each At any time that the Company proposes for any reason to register any of its Common Stock under the Securities Act, either for its own account or for the account of a stockholder or stockholders securityholder of the Company exercising demand registration rights other than Demand Requests pursuant to Section 1.2 hereof 2.01 or pursuant to a Registration Statement on Forms S-4 or S-8 (or similar or successor forms) (a "Proposed Registration"), the Company shall promptly give written notice of such Proposed Registration to all of the Holders of Registrable Securities (which notice shall be given not less than thirty (30) 20 days prior to before the expected effective date of the Company’s 's Registration Statement) and shall offer such Holders the right to request inclusion of any of such Holder’s 's Registrable Securities in the Proposed Registration. No registration pursuant to this Section 1.3 2.02 shall relieve the Company of its obligation to register Registrable Securities pursuant to a Demand Request, as contemplated by Section 1.2 hereof2.01. The rights to piggyback registration may be exercised an unlimited number of occasions.

Appears in 1 contract

Samples: Shareholders Rights Agreement (Gulfwest Energy Inc)

Right to Include Registrable Securities. Each time that the Company proposes for any reason to register any of its Common Stock under the Securities Act, either for its own account or for the account of a stockholder or stockholders exercising demand registration rights other than Demand Requests pursuant to Section 1.2 2 hereof or pursuant to a Registration Statement on Forms S-4 or S-8 (or similar or successor forms) (a “Proposed Registration”), the Company shall promptly give written notice of such Proposed Registration to all of the Holders of Registrable Securities Warrant Shares (which notice shall be given not less than thirty (30) days prior to the expected effective date of the Company’s Registration Statement) and shall offer such Holders the right to request inclusion of any of such Holder’s Registrable Securities Warrant Shares in the Proposed Registration. No registration pursuant to this Section 1.3 3 shall relieve the Company of its obligation to register Registrable Securities pursuant to a Demand Request, as contemplated by Section 1.2 2 hereof. The rights to piggyback registration may be exercised an unlimited number of occasions.

Appears in 1 contract

Samples: Registration Rights Agreement (Quadramed Corp)

Right to Include Registrable Securities. Each time that the Company proposes for any reason to register any of its Common Stock under the Securities Act, either for its own account or for the account of a stockholder or stockholders exercising demand registration rights (including any Form S-3 Demand) other than Demand Requests pursuant to Section 1.2 hereof or and other than pursuant to a Registration Statement on Forms S-4 or S-8 (or similar or successor forms) (a “Proposed Registration”"PROPOSED REGISTRATION"), the Company shall promptly give written notice of such Proposed Registration to all of the Holders of Registrable Securities (which notice shall be given not less than thirty (30) days prior to the expected effective date of the Company’s 's Registration Statement) and shall offer such Holders the right to request inclusion of any of such Holder’s 's Registrable Securities in the Proposed Registration. No registration pursuant to this Section 1.3 shall relieve the Company of its obligation to register Registrable Securities pursuant to a Demand Request, as contemplated by Section 1.2 hereof. The rights to piggyback registration may be exercised an unlimited number of occasions.

Appears in 1 contract

Samples: Investors' Rights Agreement (Franks Nursery & Crafts Inc)

Right to Include Registrable Securities. Each From and after the Registration Rights Commencement Date, each time that the Company proposes for any reason to register any of its Common Stock under the Securities Act, either for its own account or for the account of a stockholder or stockholders exercising demand registration rights other than Demand Requests pursuant to Section 1.2 2 hereof or pursuant to a Registration Statement on Forms S-4 or S-8 (or similar or successor forms) (a “Proposed Registration”), the Company shall promptly give written notice of such Proposed Registration to all of the Holders of Registrable Securities (which notice shall be given not less than thirty (30) days prior to the expected effective date of the Company’s Registration Statement) and shall offer such Holders the right to request inclusion of any of such Holder’s Registrable Securities Shares in the Proposed Registration. No registration pursuant to this Section 1.3 3 shall relieve the Company of its obligation to register Registrable Securities pursuant to a Demand Request, as contemplated by Section 1.2 2 hereof. The rights to piggyback registration may be exercised on an unlimited number of occasions.

Appears in 1 contract

Samples: Registration Rights Agreement (Quadramed Corp)

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Right to Include Registrable Securities. Each time that the Company proposes for any reason to register any of its Common Stock equity interests under the Securities Act, either for its own account or for the account of a stockholder or stockholders exercising demand registration rights otherwise, other than Demand Requests pursuant to Section 1.2 hereof a rights offering or pursuant to a Registration Statement on Forms Form S-4 or S-8 (or similar or successor forms) (a “Proposed Registration”), the Company shall promptly give written notice of such Proposed Registration to all of the Holders of Registrable Securities (which notice shall be given not less than thirty fifteen (3015) days prior to the expected effective filing date of the Company’s Registration Statement or, in the case of a Block Trade, three (3) business days before the expected filing of the Registration Statement) and shall offer such Holders the right to request inclusion of any of such Holder’s Registrable Securities in the Proposed RegistrationRegistration (the “Piggyback Notice”). No Subject to Section 2.6, no registration pursuant to this Section 1.3 2.2 shall relieve the Company of its obligation to register Registrable Securities pursuant to a Demand Request, as contemplated by Section 1.2 2.1 hereof. The rights to piggyback registration may be exercised on an unlimited number of occasions.

Appears in 1 contract

Samples: Registration Rights Agreement (Mastech Digital, Inc.)

Right to Include Registrable Securities. Each From and after the date that is one hundred eighty days (180) after the Effective Date, each time that the Company proposes for any reason to register any of its Common Stock Shares under the Securities Act, either for its own account or for the account of a stockholder or stockholders exercising demand registration rights other than Demand Requests pursuant to Section 1.2 hereof or pursuant to a Registration Statement on Forms S-4 F-4 or S-8 F-8 (or similar or successor forms) (a “Proposed Registration”), the Company shall promptly give written notice of such Proposed Registration to all of the Holders of Registrable Securities (which notice shall be given not less than thirty (30) days prior to the expected effective date of the Company’s Registration Statement) and shall offer such Holders the right to request inclusion of any of such Holder’s Shares (to the extent they constitute Registrable Securities Securities) in the Proposed Registration. No registration pursuant to this Section 1.3 3 shall relieve the Company of its obligation to register Registrable Securities pursuant to a Demand Request, as contemplated by Section 1.2 2 hereof. The rights to piggyback registration may be exercised on an unlimited number of occasions.

Appears in 1 contract

Samples: Registration Rights Agreement (China Gerui Advanced Materials Group LTD)

Right to Include Registrable Securities. Each time that the Company proposes for any reason to register any of its Common Stock under the Securities Act, either for its own account or for the account of a stockholder or stockholders exercising demand registration rights other than Demand Requests Request pursuant to Section 1.2 hereof or (“Other Stockholders”) other than pursuant to a Registration Statement on Forms S-4 or S-8 (or similar or successor forms) (a “Proposed Registration”), the Company shall promptly give written notice of such Proposed Registration to all of the Holders of Registrable Securities Holder (which notice shall be given not less than thirty (30) days prior to the expected effective date of the Company’s Registration Statement) and shall offer such Holders the Holder the right to request inclusion of any of such the Holder’s Registrable Securities in the Proposed Registration. No registration pursuant to this Section 1.3 shall relieve the Company of its obligation to register Registrable Securities pursuant to a Demand Request, as contemplated by Section 1.2 hereof. The rights to piggyback registration may be exercised an unlimited number of occasions.

Appears in 1 contract

Samples: Registration Rights Agreement (NationsHealth, Inc.)

Right to Include Registrable Securities. Each From and after the date that is one hundred eighty days (180) after the Effective Date, each time that the Company proposes for any reason to register any of its Common Stock under the Securities Act, either for its own account or for the account of a stockholder or stockholders exercising demand registration rights other than Demand Requests pursuant to Section 1.2 hereof or pursuant to a Registration Statement on Forms S-4 or S-8 (or similar or successor forms) (a “Proposed Registration”), the Company shall promptly give written notice of such Proposed Registration to all of the Holders of Registrable Securities (which notice shall be given not less than thirty (30) days prior to the expected effective date of the Company’s Registration Statement) and shall offer such Holders the right to request inclusion of any of such Holder’s Common Shares (to the extent they constitute Registrable Securities Securities) in the Proposed Registration. No registration pursuant to this Section 1.3 2 shall relieve the Company of its obligation to register Registrable Securities pursuant to a Demand Request, as contemplated by Section 1.2 3 hereof. The rights to piggyback registration may be exercised on an unlimited number of occasions.

Appears in 1 contract

Samples: Registration Rights Agreement (Quadramed Corp)

Right to Include Registrable Securities. Each Subject to the limitations contained in the last sentence of this Section 2.2, each time that the Company proposes for any reason to register any of its Common Stock equity interests under the Securities Act, either for its own account or for the account of a stockholder or stockholders equity interest holders exercising demand registration rights rights, other than a Demand Requests Request pursuant to Section 1.2 hereof 2.1 hereof, a rights offering (other than the rights offering contemplated by the Rights Offering Letter Agreement) or pursuant to a Registration Statement on Forms Form S-4 or S-8 (or similar or successor forms) (a “Proposed Registration”), the Company shall promptly give written notice of such Proposed Registration to all of the Holders of Registrable Securities (which notice shall be given not less than thirty (30) days prior to the expected effective date of the Company’s Registration Statement) and shall offer such Holders the right to request inclusion of any of such Holder’s Registrable Securities in the Proposed Registration. No registration pursuant to this Section 1.3 2.2 shall relieve the Company of its obligation to register Registrable Securities pursuant to a Demand Request, as contemplated by Section 1.2 2.1 hereof. The rights to piggyback registration may be exercised on an unlimited number of occasions.

Appears in 1 contract

Samples: Registration Rights Agreement (BioFuel Energy Corp.)

Right to Include Registrable Securities. Each time that the Company proposes for any reason to register any of its Common Stock under the Securities Act, either for its own account or for the account of a stockholder or stockholders exercising demand registration rights other than Demand Requests pursuant to Section 1.2 hereof or pursuant to a Registration Statement on Forms S-4 or S-8 (or similar or successor forms) (a “Proposed Registration”), the Company shall promptly give written notice of such Proposed Registration to all of the Holders of Registrable Securities (which notice shall be given not less than thirty (30) days prior to the expected effective date of the Company’s Registration Statement) and shall offer such Holders the right to request inclusion of any of such Holder’s Registrable Securities in the Proposed Registration. No registration pursuant to this Section 1.3 shall relieve the Company of its Investor’s Rights Agreement (ITEK) v4 obligation to register Registrable Securities pursuant to a Demand Request, as contemplated by Section 1.2 hereof. The rights to piggyback registration may be exercised an unlimited number of occasions.

Appears in 1 contract

Samples: Investor's Rights Agreement (Radical Holdings Lp)

Right to Include Registrable Securities. Each time after the Company’s IPO that the Company proposes for any reason to register any of its Common Stock under the Securities Act, either for its own account or for the account of a stockholder or stockholders exercising demand registration rights (other than the Form S-3 Demand Requests pursuant to Section 1.2 2.4 hereof or pursuant to under a Registration Statement registration statement on Forms S-4 Form S-8 or S-8 (or similar or successor formsS-4) (a “Proposed Registration”), the Company shall promptly give written notice of such Proposed Registration to all of the Holders of Registrable Securities (which notice shall be given not less than thirty (30) calendar days prior to the expected effective date of the Company’s Registration Statement) and shall offer such Holders the right to request inclusion of any of such Holder’s Registrable Securities in the Proposed Registration; provided, however, that the Holders shall have no right to include Registrable Securities in a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction. No registration pursuant to this Section 1.3 2.3 shall relieve the Company of its obligation to register Registrable Securities pursuant to a Demand Request, as contemplated by Section 1.2 2.2 hereof. The rights to piggyback registration may be exercised an unlimited number of occasions.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Heat Biologics, Inc.)

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