Common use of Right to Include Registrable Shares Clause in Contracts

Right to Include Registrable Shares. If at any time after the date hereof (other than in connection with the Initial Public Offering), the Company proposes to register any of its equity securities under the Securities Act, whether or not for sale for its own account, on a form and in a manner which would permit registration of Registrable Shares for a public offering under the Securities Act (other than on a registration statement (i) on Form S-4 or Form S-8 or any successor form thereto or any other registration statement relating to a special offering to the Company’s or its subsidiaries’ employees) or (ii) filed in connection with an exchange offer or (iii) filed in connection with a primary offering of securities of the Company for its own benefit in connection with an employee benefit, share dividend, share ownership or dividend reinvestment plan) (a “Piggyback Registration”), the Company shall give written notice of the proposed registration to each Holder at least thirty (30) days prior to the filing thereof, and each Holder shall have the right to request that all or any part of its Registrable Shares be included in such registration by giving written notice to the Company within thirty (30) days after the giving of such notice by the Company. Subject to Section 2.2.2, the Company will include in such registration, on such terms and conditions as the other securities to be included therein, all Registrable Shares with respect to which the Company has received written requests for inclusion therein within such thirty (30) day period. If the registration statement is to cover an underwritten offering, such Registrable Shares shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters.

Appears in 2 contracts

Samples: Registration Rights Agreement (Opnext Inc), Registration Rights Agreement (Opnext Inc)

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Right to Include Registrable Shares. If at any time after the date hereof (other than in connection with the Initial Public Offering)hereof, the Company proposes to register any of its equity securities under the Securities Act, whether or not for sale for its own account, on a form and in a manner which would permit registration of Registrable Shares for a public offering under the Securities Act (other than on a registration statement (i) on Form S-4 or Form S-8 or any successor form thereto or any other registration statement relating to a special offering to the Company’s or its subsidiaries’ employees) or (ii) filed in connection with an exchange offer or (iii) filed in connection with a primary offering of securities of the Company for its own benefit in connection with an employee benefit, share dividend, share ownership or dividend reinvestment plan) (a “Piggyback Registration”), the Company shall give written notice of the proposed registration to each Holder at least thirty twenty (3020) days prior to the filing thereof, and each Holder shall have the right to request that all or any part of its Registrable Shares be included in such registration by giving written notice to the Company within thirty twenty (3020) days after the giving of such notice by the Company. Subject to Section 2.2.2, the Company will include in such registration, on such terms and conditions as the other securities to be included therein, all Registrable Shares with respect to which the Company has received written requests for inclusion therein within such thirty (30) day period. If the registration statement is to cover an underwritten offering, such Registrable Shares shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters.

Appears in 1 contract

Samples: Registration Rights Agreement (Oclaro, Inc.)

Right to Include Registrable Shares. If the Company at any time after the date hereof (other than in connection with the Initial Public Offering), the Company proposes or is obligated to register any of its equity securities under the Securities Act, including under Section 4.1.1 whether or not for sale for its own account, on a form and in a manner which would permit registration of a class of Registrable Shares for a public offering under the Securities Act (other than on a registration statement (i) on Form S-4 or Form S-8 or any successor form thereto or any other registration statement relating to a special offering to the Company’s or its subsidiaries’ employees) or (ii) filed in connection with an exchange offer or (iii) filed in connection with a primary offering of securities of the Company for its own benefit in connection with an employee benefit, share dividend, share ownership or dividend reinvestment plan) (a “Piggyback Registration”offer), the Company shall give written notice of the proposed registration to each Holder at least thirty fifteen (3015) days prior to the filing thereof, and each Holder shall have the right to request that all or any part of its Registrable Shares of the same class to be registered be included in such registration by giving written notice to the Company within thirty fifteen (3015) days after the giving of such notice by the Company. Subject to Section 2.2.2, the Company will include in such registration, on such terms and conditions as the other securities to be included therein, all Registrable Shares with respect to which the Company has received written requests for inclusion therein within such thirty (30) day period. If the registration statement is to cover an underwritten offering, such Registrable Shares shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. Notwithstanding the foregoing, an Individual Related Holder may not request the registration of its Registrable Individual Shares if such Registrable Individual Shares may, at the time (or within thirty days thereafter), be distributed to the public pursuant to paragraph (k), as such paragraph may be amended from time to time, or any other similar provision hereafter adopted by the Commission, of Rule 144.

Appears in 1 contract

Samples: Stockholders Agreement (Sports Authority Inc /De/)

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Right to Include Registrable Shares. If the Company at any time after the date hereof (other than in connection with the Initial Public Offering), the Company proposes to register any of its equity securities under the Securities Act, whether or not for sale for its own account, on a form and in a manner which would permit registration of Registrable Shares for a public offering under the Securities Act (other than on a registration statement (i) on Form S-4 or Form S-8 or any successor form thereto or any other registration statement relating to a special offering to the Company’s or its subsidiaries’ employees) or (ii) filed in connection with an exchange offer or (iii) filed in connection with a primary offering of securities of the Company for its own benefit in connection with an employee benefit, share dividend, share ownership or dividend reinvestment plan) (a “Piggyback Registration”offer), the Company shall give written notice of the proposed registration to each Holder at least thirty fifteen (3015) days prior to the filing thereof, and each Holder shall have the right to request that all or any part of its Registrable Shares be included in such registration by giving written notice to the Company within thirty fifteen (3015) days after the giving of such notice by the Company. Subject to Section 2.2.2, the Company will include in such registration, on such terms and conditions as the other securities to be included therein, all Registrable Shares with respect to which the Company has received written requests for inclusion therein within such thirty (30) day period. If the registration statement is to cover an underwritten offering, such Registrable Shares shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. Notwithstanding the foregoing, an Executive Holder may not request the registration of its Registrable Executive Shares if such Registrable Executive Shares may, at the time (or within thirty days thereafter), be distributed to the public pursuant to paragraph (k), as such paragraph may be amended from time to time, or any other similar provision hereafter adopted by the SEC, of Rule 144.

Appears in 1 contract

Samples: Stockholders Agreement (Diamond Triumph Auto Glass Inc)

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