Common use of Rights of Requesting Holders Clause in Contracts

Rights of Requesting Holders. The Company will not file any ---------------------------- registration statement relating to Common Stock under the Securities Act (other than by a registration on Form S-4 or Form S-8 or in connection with a registration of securities which are convertible into or exchangeable for Common Stock), unless it shall first have given to each holder of Registrable Securities (who would be entitled to participate in such registration) at the time outstanding (other than any such Person who acquired all such securities held by such Person in a public offering registered under the Securities Act or as the direct or indirect transferee of shares initially issued in such an offering), at least 30 days prior written notice thereof. Any such Person who shall so request within 30 days after such notice (a "Requesting Holder") shall have the rights of a Requesting Holder provided in sections 2.3, 2.5 and 2.7. In addition, if any such registration statement refers to any Requesting Holder by name or otherwise (other than through a document filed by or on behalf of any Requesting Holder which is incorporated by reference) as the holder of any securities of the Company, then such holder shall have the right to require (a) the insertion therein of language, in form and substance satisfactory to such holder, to the effect that the holding by such holder of such securities does not necessarily make such holder a "controlling person" of the Company within the meaning of the Securities Act and is not to be construed as a recommendation by such holder of the investment quality of the Company's debt or equity securities covered thereby and that such holding does not imply that such holder will assist in meeting any future financial requirements of the Company, or (b) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any rules and regulations promulgated thereunder, the deletion of the reference to such holder.

Appears in 2 contracts

Samples: Registration Rights Agreement (McKesson Corp), Registration Rights Agreement (Amerisource Distribution Corp)

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Rights of Requesting Holders. The Company will not file any ---------------------------- registration statement relating to Common Stock under the Securities Act Act, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account (other than by a registration on Form S-4 X-0, X-0 or Form S-8 or in connection with a registration of securities which are convertible into or exchangeable for Common Stockany successor form thereto), unless it shall first have given to each holder of Person which holds any Registrable Securities (who would be entitled to participate in such registration) at issued by the time outstanding (other than any such Person who acquired all such securities held by such Person in a public offering registered under the Securities Act or as the direct or indirect transferee of shares initially issued in such an offering), Company at least 30 days days' prior written notice thereof. Any such Person holder who shall so request within 30 days after such notice (a "Requesting Holder") shall have the rights of a Requesting Holder provided in sections 2.3Sections 4, 2.5 6 and 2.78. In addition, if any such registration statement refers to any Requesting Holder by name or otherwise (other than through a document filed by or on behalf of any Requesting Holder which is incorporated by reference) as the holder of any securities of the Company, then such holder shall have the right to require (aA) the insertion therein of language, in form and substance reasonably satisfactory to such holder, to the effect effect, if true, that the holding by such holder of such securities does not necessarily make such holder a "controlling person" of the Company within the meaning of the Securities Act and is not to be construed as a recommendation by such holder of the investment quality of the Company's debt or equity securities covered thereby and that such holding does not imply that such holder will assist in meeting any future financial requirements of the Company, or (bB) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any rules and regulations promulgated thereunder, the deletion of the reference to such holder.

Appears in 1 contract

Samples: Stockholders' Agreement (General Housing Inc)

Rights of Requesting Holders. The Company will not file any ---------------------------- registration statement relating to Common Stock under the Securities Act (other than by a registration on Form S-4 or Form S-8 or in connection with a registration of securities which are convertible into or exchangeable for Common StockS-8), unless it shall first have given to each holder of Registrable Securities (who would be entitled to participate in such registration) at the time outstanding (other than any such Person person who acquired all such securities held by such Person person in a public offering registered under the Securities Act or as the direct or indirect transferee of shares initially issued in such an offering), at least 30 days prior written notice thereof. Any such Person person who shall so request within 30 days after such notice (a "Requesting Holder") shall have the rights of a Requesting Holder provided in sections Sections 2.3, 2.5 and 2.72.7 hereof. In addition, if any such registration statement refers to any Requesting Holder by name or otherwise (other than through a document filed by or on behalf of any Requesting Holder which is incorporated by reference) as the holder of any securities of the Company, then such holder Requesting Holder shall have the right to require (a) the insertion therein of language, in form and substance reasonably satisfactory to such holderholder and the Company, to the effect that the holding by such holder of such securities does not necessarily make such holder of a "controlling person" of the Company within the meaning of the Securities Act and is not to be construed as a recommendation by such holder of the investment quality of the Company's debt or equity securities covered thereby and that such holding does not imply that such holder will assist in meeting any future financial requirements of the Company, or (b) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any rules and regulations promulgated thereunder, the deletion of the reference to such holder.

Appears in 1 contract

Samples: Registration Rights Agreement (Integrated Orthopedics Inc)

Rights of Requesting Holders. The Company will not file any ---------------------------- registration statement relating to Common Stock under the Securities Act (other than by a registration on Form S-4 or Form S-8 or in connection with a registration of securities which are convertible into or exchangeable for Common Stock), unless it shall first have given to each holder of Registrable Securities (who would be entitled to participate in such registration) at the time outstanding (other than any such Person who acquired all such securities held by such Person in a public offering registered under the Securities Act or as the direct or indirect transferee of shares initially issued in such an offering), at least 30 days prior written notice thereof. Any such Person who shall so request within 30 days after such notice (a "Requesting Holder") shall have the rights of a Requesting Holder provided in sections 2.3, 2.5 and 2.7. In addition, if any such registration statement refers to any Requesting Holder by name or otherwise (other than through a document filed by or on behalf of any Requesting Holder which is incorporated by reference) as the holder of any securities of the Company, then such holder shall have the right to require (a) the insertion therein of language, in form and substance satisfactory to such holder, to the effect that the holding by such holder of such securities does not necessarily make such holder a "controlling person" of the Company within the meaning of the Securities Act and is not to be construed as a recommendation by such holder of the investment quality of the Company's debt or equity securities covered thereby and that such holding does not imply that such holder will assist in meeting any future financial requirements of the Company, or (b) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any rules and regulations promulgated thereunder, the deletion of the reference to such holder.

Appears in 1 contract

Samples: Registration Rights Agreement (McKesson Corp)

Rights of Requesting Holders. The Company will not file any ---------------------------- registration statement relating to Common Stock under the Securities Act (other than by a registration on Form S-4 or Form S-8 or in connection with a registration of securities which are convertible into or exchangeable for Common StockS-8), unless it shall first have given to each holder of Registrable Securities (who would be entitled to participate in such registration) at the time outstanding (other than any such Person who acquired all such securities held by such Person in a public offering registered under the Securities Act or as the direct or indirect transferee of shares initially issued in such an offering), at least 30 days prior written notice thereof. Any such Person who shall so request within 30 days after such notice (a "Requesting Holder") shall have the rights of a Requesting Holder provided in sections 2.313.3, 2.5 13.5 and 2.713.7. In addition, if any such registration statement refers to any Requesting Holder by name or otherwise (other than through a document filed by or on behalf of any Requesting Holder which is incorporated by reference) as the holder of any securities of the Company, then such holder shall have the right to require (a) the - insertion therein of language, in form and substance satisfactory to such holder, to the effect that the holding by such holder of such securities does not necessarily make such holder a "controlling person" of the Company within the meaning of the Securities Act and is not to be construed as a recommendation by such holder of the investment quality of the Company's debt or equity securities covered thereby and that such holding does not imply that such holder will assist in meeting any future financial requirements of the Company, or (b) - in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any rules and regulations promulgated thereunder, the deletion of the reference to such holder.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Synbiotics Corp)

Rights of Requesting Holders. The Company will not file any ---------------------------- registration statement relating to Common Stock under the Securities Act (other than by a registration on Form S-4 or Form S-8 or in connection with a registration of securities which are convertible into or exchangeable for Common StockS-8), unless it shall first have given to each holder of Registrable Securities (who would be entitled to participate in such registration) at the time outstanding (other than any such Person who acquired all such securities held by such Person in a public offering registered under the Securities Act or as the direct or indirect transferee of shares initially issued in such an offering), at least 30 days prior written notice thereof. Any such Person who shall so request within 30 days after such notice (a "Requesting Holder") shall have the rights of a Requesting Holder provided in sections 2.3, 2.5 and 2.7. In addition, if any such registration statement refers to any Requesting Holder by name or otherwise (other than through a document filed by or on behalf of any Requesting Holder which is incorporated by reference) as the holder of any securities of the Company, then such holder shall have the right to require (a) the insertion therein of language, in form and substance satisfactory to such holder, to the effect that the holding by such holder of such securities does not necessarily make such holder a "controlling person" of the Company within the meaning of the Securities Act and is not to be construed as a recommendation by such holder of the investment quality of the Company's debt or equity securities covered thereby and that such holding does not imply that such holder will assist in meeting any future financial requirements of the Company, or (b) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any rules and regulations promulgated thereunder, the deletion of the reference to such holder.

Appears in 1 contract

Samples: Registration Rights Agreement (Universal Outdoor Holdings Inc)

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Rights of Requesting Holders. The Company will not file any ---------------------------- registration statement relating to Common Stock under the Securities Act (other than by a registration on Form S-4 or Form S-8 or in connection with a registration of securities which are convertible into or exchangeable for Common Stock)Act, unless it shall first have given to each holder Person which holds five percent (5%) or more of Registrable Securities (who would be entitled to participate in such registration) Common Stock at the time outstanding (other than any such Person who acquired all such securities held by such Person in a public offering registered under the Securities Act or as the direct or indirect transferee of shares initially issued in such an offering), at least 30 days thirty (30) days' prior written notice thereof. Any , and, if so requested by any such Person who shall so request within 30 thirty (30) days after such notice notice, each such Person shall have the right, at any time when, in the sole and exclusive judgment of such Person, such Person is or might be deemed to be a controlling person of the Company within the meaning of the Securities Act (a "Requesting Holder") (a) shall have to participate in the rights preparation and filing of a each such registration statement to the extent provided in Section 2.6 hereof, (b) to receive the documents it is entitled to receive and to make the requests it is entitled to make under Section 2.3 hereof and (c) at the Company's expense, to retain counsel to assist such Requesting Holder in such participation, provided that if, at any time, such Requesting Holder shall be entitled and shall elect to retain counsel as aforesaid, the Company shall only be required to pay expenses in sections 2.3respect of one (1) counsel, 2.5 and 2.7such counsel to be selected by the Requesting Holder or Holders (other than the Company or any of its subsidiaries or affiliates) holding a majority or more of the Shares held at such time by all Requesting Holders. In addition, if If any such registration statement refers to any Requesting Holder by name or otherwise (other than through a document filed by or on behalf of any Requesting Holder which is incorporated by reference) as the holder of any securities of the Company, then such holder shall have the right (in addition to any other rights it may have under this Section 2.7) to require (ax) the insertion therein of language, in form and substance satisfactory to such holder, to the effect that the holding by such holder of such securities does not necessarily make such holder a "controlling person" of the Company within the meaning of the Securities Act and is not to be construed as a recommendation by such holder of the investment quality of the Company's debt or equity securities covered thereby and that such holding holder does not imply that such holder will assist in meeting any future financial requirements of the Company, or (by) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any rules and regulations promulgated thereunder, the deletion of the reference to such holder.

Appears in 1 contract

Samples: Registration Rights Agreement (Video Services Corp)

Rights of Requesting Holders. The Company will not file any ---------------------------- registration statement relating to Common Stock under the Securities Act (other than by a registration on Form S-4 or Form S-8 or in connection with a registration of securities which are convertible into or exchangeable for Common StockS-8), unless it shall first have given to each holder of Registrable Securities (who would be entitled to participate in such registration) at the time outstanding (other than any such Person person who acquired all such securities held by such Person person in a public offering registered under the Securities Act or as the direct or indirect transferee of shares initially issued in such an offering), at least 30 days prior written notice thereof. Any such Person person who shall so request within 30 days after such notice (a "Requesting Holder") shall have the rights of a Requesting Holder provided in sections 2.3, 2.5 and 2.7. In addition, if any such registration statement refers to any Requesting Holder by name or otherwise (other than through a document filed by or on behalf of any Requesting Holder which is incorporated by reference) as the holder of any securities of the Company, then such holder Requesting Holder shall have the right to require (a) the insertion therein of language, in form and substance reasonably satisfactory to such holderholder and the Company, to the effect that the holding by such holder of such securities does not necessarily make such holder a "controlling person" of the Company within the meaning of the Securities Act and is not to be construed as a recommendation by such holder of the investment quality of the Company's debt or equity securities covered thereby and that such holding does not imply that such holder will assist in meeting any future financial requirements of the Company, or (b) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any rules and regulations promulgated thereunder, the deletion of the reference to such holder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Riverside Group Inc/Fl)

Rights of Requesting Holders. The Company will not file any ---------------------------- registration statement relating to Common Stock under the Securities Act or other applicable non-U.S. securities laws (other than by a registration on Form S-4 F-4 or Form S-8 or in connection with a registration of any similar form under applicable non-U.S. securities which are convertible into or exchangeable for Common Stocklaws), unless it shall first have given to each holder Holder of Registrable Securities (who would be entitled to participate in such registration) at the time outstanding (other than any such Person who acquired all such securities held by such Person in a public offering registered under the Securities Act or other applicable non-U.S. securities laws or as the direct or indirect transferee of shares initially issued in such an offering), at least 30 days prior written notice thereof. Any such Person who shall so request within 30 days after such notice (a "Requesting Holder") shall have the rights of a Requesting Holder provided in sections Sections 2.1, 2.2, 2.3, 2.5 and 2.7. In addition, if any such registration statement refers to any Requesting Holder by name or otherwise (other than through a document filed by or on behalf of any Requesting Holder which is incorporated by reference) as the holder of any securities of the Company, then such holder Requesting Holder shall have the right to require (a) the insertion therein of language, in form and substance satisfactory to such holderRequesting Holder, to the effect that the holding by such holder Requesting Holder of such securities does not necessarily make such holder Requesting Holder a "controlling person" of the Company within the meaning of the Securities Act or applicable non-U.S. securities laws and is not to be construed as a recommendation by such holder Requesting Holder of the investment quality of the Company's ’s debt or equity securities covered thereby and that such holding does not imply that such holder Requesting Holder will assist in meeting any future financial requirements of the Company, or (b) in the event that such reference to such holder Requesting Holder by name or otherwise is not required by the Securities Act or other applicable non-U.S. securities laws or any rules and regulations promulgated thereunder, the deletion of the reference to such holderRequesting Holder.

Appears in 1 contract

Samples: Registration Rights Agreement (Tongjitang Chinese Medicines Co)

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