Common use of Right to Register Clause in Contracts

Right to Register. Whenever the Company proposes to Register any of its Common Stock under the Act, whether for its own account, for the account of others or a combination thereof (other than (i) a Registration relating solely to employee benefit plans, (ii) a Registration relating to a corporate reorganization or other transaction covered by Rule 145 under the Act or (iii) a Registration pursuant to Section 3 hereof), the Company will: (a) give prompt written notice thereof to each Holder and (b) upon the written request of any such Holder (which request shall specify the number of Registrable Securities to be disposed of by such Holder) given within ten (10) days after receipt of such notice from the Company, the Company will, subject to the provisions of this Section 2, file a registration statement or amendment covering all of the Registrable Securities that such Holders have requested to be Registered and use commercially reasonable efforts to cause such registration statement to be declared effective under the Act. A Holder’s right to include its Registrable Securities in a Registration under this Section 2(a) will be conditioned upon the timely provision by such Holder of such information as the Company may reasonably request relating to the disclosure requirements of Item 507 of Regulation S-K (or any similar disclosure requirement applicable to such Registration).

Appears in 6 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement (3G Capital Partners LP), Registration Rights Agreement (Burger King Worldwide, Inc.)

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Right to Register. Whenever the Company proposes to Register any of its Common Stock debt securities under the Act, whether for its own account, for the account of others or a combination thereof (other than (i) a Registration relating solely to employee benefit plans, (ii) a Registration relating to a corporate reorganization or other transaction covered by Rule 145 under the Act or the registration of debt securities as consideration for the acquisition by the Company of another Person or (iiiii) a Registration pursuant to Section 3 hereof), the Company will: (aA) give prompt written notice thereof to each Holder and (b) upon the written request of any such Holder (Holder, which request notice shall specify the number of Registrable Securities securities proposed to be disposed Registered, the proposed date of by such Holder) given within ten (10) days after receipt filing of such notice from registration statement with the CompanyCommission, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known), and a good faith estimate by the Company willof the proposed minimum offering price of such securities, and (B) subject to the provisions of this Section 2, file a registration statement or amendment covering all of the Registrable Securities that any Holder has requested within ten (10) business days after receipt of such Holders have requested notice from the Company to be Registered (which request shall specify the number of Registrable Securities to be disposed of by such Holder), and use commercially reasonable efforts to cause such registration statement to be declared effective under the Act. A Holder’s right to include its Registrable Securities in a Registration under this Section 2(a) will be conditioned upon the timely provision by such Holder of such information as the Company may reasonably request relating to the disclosure requirements of Item 507 of Regulation S-K (or any similar disclosure requirement applicable to such Registration).

Appears in 2 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement (Spectrum Brands, Inc.)

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Right to Register. Whenever the Company proposes to Register any of its Common Stock under the Act, whether for its own account, for the account of others or a combination thereof (other than (i) a Registration relating solely to employee benefit plans, (ii) a Registration relating to a corporate reorganization or other transaction covered by Rule 145 under the Act or the registration of Common Stock as consideration for the acquisition by the Company of another Person or (iii) a Registration pursuant to Section 3 hereof), rights offering) the Company will: (aA) give prompt written notice thereof to each Holder and (b) upon the written request of any such Holder (Holder, which request notice shall specify the number of Registrable Securities securities proposed to be disposed Registered, the proposed date of by such Holder) given within ten (10) days after receipt filing of such notice from registration statement with the CompanyCommission, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known), and a good faith estimate by the Company willof the proposed minimum offering price of such securities, and (B) subject to the provisions of this Section 2, file a registration statement or amendment covering all of the Registrable Securities that any Holder has requested within ten (10) Business Days after receipt of such Holders have requested notice from the Company to be Registered (which request shall specify the number of Registrable Securities to be disposed of by such Holder), and use commercially reasonable efforts to cause such registration statement to be declared effective under the Act. A Holder’s right to include its Registrable Securities in a Registration under this Section 2(a) will be conditioned upon the timely provision by such Holder of such information as the Company may reasonably request relating to the disclosure requirements of Item 507 of Regulation S-K (or any similar disclosure requirement applicable to such Registration).

Appears in 1 contract

Samples: Registration Rights Agreement (Evercore Partners Inc.)

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