S-3 Registration Rights. If, at any time on or after June 30, 2009, the Company shall receive from Holders of at least sixty percent (60%) of the Registrable Securities a written request (an “S-3 Request”) signed by such Holders requesting that the Company file with the Commission a “shelf” Registration Statement, the Company shall promptly, but in no event more than ninety (90) days following the date of the Company’s receipt of the S-3 Request (the “S-3 Filing Date”), prepare and file a registration statement covering all Registrable Securities for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415 (a “Shelf Registration Statement”). The Registration Statement shall be on Form S-3 (or if such form is not available to the Company, on another form appropriate for such registration in accordance herewith). The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but not later than ninety (90) days after the date of the Company’s receipt of the S-3 Request (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not be subject to further review) and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) with respect to a Holder, such time as all Registrable Securities held by such Holder may be sold without any restriction pursuant to Rule 144 as determined by counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). For purposes of the obligations of the Company under this Agreement, no Registration Statement shall be considered “effective” with respect to any Registrable Securities unless such Registration Statement lists the Holders of such Registrable Securities as “Selling Stockholders” and includes such other information as is required to be disclosed with respect to such Holders to permit them to sell their Registrable Securities pursuant to such Registration Statement, unless any such Holder is not included a...
S-3 Registration Rights. In addition to the rights provided the Purchaser and other holders of the Company's Common Stock with registration rights in Section 5(a) above, if the registration of the Company's Common Stock under the Securities Act can be effected on Form S-3 (or any similar form promulgated by the Commission that permits secondary offerings of securities), then upon the written request of the Purchaser, the Company will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on Form S-3 of all or such portion of the Stock as the Purchaser shall specify; provided, however, that the Company shall not be required to effect more than one registration during any 12-month period pursuant to this Section 5(b).
S-3 Registration Rights. (a) Upon and any time after the Company becomes eligible to file a registration statement on Form S-3, the Company shall, at the request from the holders of forty percent (40%) or more of the Preferred Registrable Securities (the “S-3 Initiating Holders”) then outstanding that the Company effect a registration on Form S-3 with respect to Preferred Registrable Securities, within twenty (20) days after receipt of any such request, give written notice of the proposed registration to all other Holders, and include in such registration all Preferred Registrable Securities held by all such Holders who wish to participate in such registration and provide the Company with written requests for inclusion therein within fifteen (15) days after the receipt of the Company’s notice. Thereupon, the Company shall effect such registration as may be so requested and as would permit or facilitate the sale and distribution of all such S-3 Initiating Holders’ Preferred Registrable Securities as are specified in such request, together with all or such portion of the Preferred Registrable Securities of any other holder(s) thereof joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 1.3 if Form S-3 is not available for such offering by the S-3 Initiating Holders.
S-3 Registration Rights. If Lender makes a written request that the Corporation effect a registration on Form S-3 with respect to Issued Shares that have been held by Lender for one year or more and which cannot be sold without restrictions as to amount or method of sale pursuant to Rule 144 of the Securities Act or if the Corporation is otherwise required to effect a registration on Form S-3 the Corporation shall:
S-3 Registration Rights. If, and only if, the Company is eligible to file a Registration Statement on Form S-3 (or any equivalent successor form) and the Company shall receive from Holders of at least 20% of the then outstanding Registrable Securities a written request or requests that the Company prepare and file a Registration Statement on Form S-3 (or any equivalent successor form) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will (i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders, and (ii) as soon as practicable, use its best efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1(b) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than One Million Dollars ($1,000,000). Subject to the foregoing, the Company shall file and use its best efforts to prepare and file a registration statement covering the Registrable Securities and other securities so requested to be registered, and to cause the registration statement to become effective, as soon as practicable after receipt of the request or requests of the Holders.
S-3 Registration Rights. (i) The Company shall be obligated to effect as many registrations pursuant to this Section 2(b) as may be requested by Holders of at least 25% of the Registrable Securities in the event and so long as a registration statement pursuant to Form S-3 or any similar "short-form" registration (a "Short-Form Registration") is available for such Registration provided that the reasonably anticipated aggregate offering price for the registration so requested by the Holders must be at least $1,000,000. The Company shall not be obligated to effect a Short Form Registration more than once in any twelve-month period.
S-3 Registration Rights. Effective upon the Effective Time, each ----------------------- SecureIT Shareholder who receives shares of VeriSign Common Stock in the Merger pursuant to Section 1.1.1 will be granted registration rights on Form S-3 under the Securities Act on the terms, and subject to the conditions and limitations, of the Registration Rights Agreement attached hereto as Exhibit C (the --------- "Registration Rights Agreement") upon such SecureIT Shareholder's execution and ----------------------------- delivery of such Registration Rights Agreement to VeriSign.
S-3 Registration Rights. 1.4.1. The Investor shall be entitled to an unlimited number of registrations on Form S-3, at any time after the Public Company becomes eligible for such type of registration statement.
S-3 Registration Rights. Effective upon the Effective Time, each Throw Shareholder who receives shares of Excite Common Stock in the Merger pursuant to Section 1.1 hereof, including shares issued to holders of Throw Convertible Debt that elect to convert into Excite Common Stock at the Effective Time, to the holder of Throw Consultant Debt, and pursuant to the exercise of Assumed Warrants shall be granted Form S-3 registration rights (other than pursuant to the assumption of Assumed Options, which shall be covered by a Form S-8 pursuant to Section 1.5.2 hereof) under the Securities Act of 1933, as amended (the "1933 Act") on the terms and subject to the conditions and limitations of the Registration Rights Agreement attached hereto as Exhibit 1.5.1A (the "Registration Rights Agreement"). Within ninety (90) days of the Closing, Excite will cause to be filed a Registration Statement on Form S-3 covering
S-3 Registration Rights. At any time the Company is eligible to register a public offering of its Common Stock on Form S-3 or any similar short form registration statement for the public offering of primary shares of Common Stock ("S-3 Registration Statement"), any Holder holding Registrable Shares not previously registered for resale on a then effective Registration Statement may cause the Company file and cause to become effective in a commercially reasonable manner an S-3 Registration Statement which shall include such requested Registrable Shares; provided, however, the Company shall not be required to file more than two S-3 Registration Statements in any six-month period. After filing, the provisions of Sections 2(a)(i) and 2(a)(ii) shall apply to the S-3 Registration Statement in the same manner as applicable to the Mandatory Shelf Registration Statement. Additionally, the provisions of Section 2(b) also shall apply with respect to Persons holding piggyback registration rights.
