Sale of Registrable Securities Sample Clauses

Sale of Registrable Securities. It shall be a condition precedent to the obligations of the Company to include Registrable Securities of any Holder in any Registration Statement or Prospectus, as the case may be, that such Holder shall timely furnish to the Company (as a condition precedent to such Holder’s participation in such registration) its Selling Holder Information in accordance with the terms hereof. Each selling Holder shall timely provide the Company with such information as may be reasonably requested to enable the Company to prepare a supplement or post-effective amendment to any Shelf Registration or a supplement to any Prospectus relating to such Shelf Registration.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Sale of Registrable Securities. Notwithstanding the provisions of Section 2(a), the Company shall not be required to effect a Demand Registration pursuant to this Section 2: (i) if a Demand Registration has previously been effected by the Company pursuant to this Section 2 within one year of the date on which notice is given by the Initiating Holders pursuant to Section 2(a); or (ii) if the Company shall previously have effected two Demand Registrations; provided that a Demand Registration shall not be deemed to have been effected for purposes of the limitations of this Section 2(b) unless the applicable registration statement was declared effective and kept effective until the earlier of (A) nine months following the date on which it was declared effective and (B) the sale pursuant thereto of all of the Registrable Securities covered thereby. A request from Initiating Holders pursuant to Section 2(a) shall be deemed withdrawn upon commencement of a Black-Out Period (as defined in Section 4(c)).
Sample 1Sample 2Sample 3
Sale of Registrable Securities. Notwithstanding the provisions of Section 3(a) but subject to the second proviso to Section 3(c), the Company shall not be required to effect a Piggyback Registration pursuant to this Section 3 in response to a request made pursuant to Section 3(a) if the Company shall previously have so effected three Piggyback Registrations in response to such requests; provided that a Piggyback Registration shall not be deemed to have been effected for purposes of this limitation unless, in respect thereof, the following conditions (hereinafter, the "Conditions") were satisfied: (i) the applicable registration statement covered the full amount of Registrable Securities requested to be so covered by each Holder, without any reductions in any such amount pursuant to Section 3(c) or otherwise, except as a result of withdrawals pursuant to the last sentence of Section 3(a); and (ii) the applicable registration statement was declared effective and kept effective until the earlier of (A) nine months following the date on which it was declared effective and (B) the sale pursuant thereto of all of the Registrable Securities covered thereby, provided, that such non-month period shall be tolled during a Black-Out Period (as defined in Section 4(b)).
Sample 1Sample 2Sample 3
Sale of Registrable Securities. The sale of Registrable Securities of any Holder shall be effected through the offices of Xxxxxxxxx & Xxxxx.
Sample 1Sample 2
Sale of Registrable Securities. In the case of any offering subject to the provisions of Section 2.1 hereof, in lieu of the holders of any Registrable Securities including such Registrable Securities in any registration statement filed in connection therewith and/or exercising any Warrant, simultaneously with the sale of any securities, each such holder may at its option sell its Registrable Securities and Warrant to the Company to the extent such Registrable Securities could have been included in such registration statement pursuant to Section 2.1.
Sample 1
Sale of Registrable Securities a) It shall be a condition precedent to the obligations of the Company to include Registrable Securities of any Holder in any Registration Statement or Prospectus, as the case may be, that such Holder shall timely furnish to the Company (as a condition precedent to such Holder’s participation in such registration) its Selling Holder Information in accordance with the terms hereof. Each selling Holder shall (and it shall be a condition precedent to the obligation of the Company to include Registrable Securities of such Holder in any Registration Statement or Prospectus, as the case may be, that such Holder shall) timely provide the Company with such information as may be reasonably requested to enable or assist the Company to, or as may be otherwise required to, (x) prepare a supplement or post-effective amendment to any Shelf Registration or a supplement to any Prospectus relating to such Shelf Registration or (y) otherwise comply with this Agreement. Without limiting the generality of the foregoing, each selling Holder shall (and it shall be a condition precedent to the obligation of the Company to include Registrable Securities of such Holder in any Registration Statement or Prospectus, as the case may be, that such Holder shall) timely furnish all information required to be disclosed in order to make the information previously furnished to the Company by such Holders not contain a material misstatement of fact or necessary to cause any Disclosure Documents not to omit a material fact with respect to such Holder necessary in order to make the statements therein not misleading. Each selling Holder shall (and it shall be a condition precedent to the obligation of the Company to include Registrable Securities of such Holder in any Registration Statement or Prospectus, as the case may be, that such Holder shall) comply with the Securities Act and the Exchange Act and all applicable state securities laws and comply with all applicable regulations in connection with the registration and disposition of Registrable Securities.
Sample 1
Sale of Registrable Securities. In the case of any offering subject to the provisions of Section 2.1 hereof, in lieu of the holders of any Registrable Securities including such Registrable Securities in any registration statement filed in connection therewith and/or exercising any Warrant, simultaneously with the sale of any securities subject to such registration statement by the Company to the underwriters of such offering (or, in the case of a best efforts offering, to the public), each such holder may at its option sell its Registrable Securities and Warrant to the Company to the extent such Registrable Securities could have been included in such registration statement pursuant to Section 2.1, and to the extent that a number of shares equal to such Registrable Securities are actually purchased from the Company by the underwriters or the public, as the case may be, in connection with such offering, with the price per share being the same as the net price per share received by the Company from such underwriters or the public, as the case may be, pursuant to such offering.
Sample 1
AutoNDA by SimpleDocs
Sale of Registrable Securities 
Sample 1Sample 2Sample 3See All (7)

Related to Sale of Registrable Securities

  • Registration of Registrable Securities The Company will file with the Commission, within 30 days following the date hereof, a Registration Statement on Form S-3 (the "Registration Statement") to register the resale of the Common Shares issuable upon the exercise of the Warrants. The Company will use its best efforts to cause the Registration Statement to become effective within (i) 90 days of the Date hereof, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

  • Allocation of Registrable Securities The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be). Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement.

  • Aggregation of Registrable Securities All Registrable Securities held or acquired by Persons who are Affiliates of one another shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

  • Registrable Securities As used herein the term "Registrable Security" means the Securities until (i) the Registration Statement has been declared effective by the Commission, and all Securities have been disposed of pursuant to the Registration Statement, (ii) all Securities have been sold under circumstances under which all of the applicable conditions of Rule 144 (or any similar provision then in force) under the Securities Act ("Rule 144") are met, (iii) all Securities have been otherwise transferred to holders who may trade such Securities without restriction under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such Securities not bearing a restrictive legend or (iv) such time as, in the opinion of counsel to the Company, all Securities may be sold without any time, volume or manner limitations pursuant to Rule 144(k) (or any similar provision then in effect) under the Securities Act. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be deemed to be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Agreement.

  • Additional Registrable Securities Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of the Sponsor or a Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered, at the Company’s option, by any then available Registration Statement (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Registration Statement or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be so covered twice per calendar year for each of the Sponsor and the Holders.

  • Registration Statement Covering Resale of Registrable Securities The Company shall prepare and file or cause to be prepared and filed with the Commission, no later than sixty (60) days following the Effective Date (the “Filing Deadline”), a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act or any successor thereto registering the resale from time to time by holders of all of the Registrable Securities held by the Holders (the “Resale Shelf Registration Statement”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by the Company at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter the Company becomes eligible to use Form S-3 for secondary sales, the Company shall, as promptly as practicable, cause such Resale Shelf Registration Statement to be amended, or shall file a new replacement Resale Shelf Registration Statement, such that the Resale Shelf Registration Statement is on Form S-3. The Company shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, but in no event later than thirty (30) days following the Filing Deadline (the “Effectiveness Deadline”); provided, however, that the Effectiveness Deadline shall be extended to sixty (60) days after the Filing Deadline if the Registration Statement is reviewed by, and receives comments from, the Commission; provided, however, that the Company’s obligations to include the Registrable Securities held by a holder in the Resale Shelf Registration Statement are contingent upon such holder furnishing in writing to the Company such information regarding the holder, the securities of the Company held by the holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securities, and the holder shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations. Once effective, the Company shall use commercially reasonable efforts to keep the Resale Shelf Registration Statement and Prospectus included therein continuously effective and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, to ensure that another Registration Statement is available, under the Securities Act at all times until the earliest of (i) the date on which all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement and (ii) the date on which all Registrable Securities and other securities covered by such Registration Statement have ceased to be Registrable Securities. The Registration Statement filed with the Commission pursuant to this subsection 2.3.1 shall contain a Prospectus in such form as to permit any holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement (subject to lock-up restrictions under the Lock-up Agreement and the Release Date under the IPO Escrow Agreement), and shall provide that such Registrable Securities may be sold pursuant to any method or combination of methods legally available to, and requested by, holders of the Registrable Securities.

  • Registrable Shares For purposes of this Agreement, “Registrable Shares” shall mean the shares of Parent Common Stock issued as the Equity Consideration and Restricted Equity Consideration.

  • Holders of Registrable Securities A Person is deemed, and shall only be deemed, to be a holder of Registrable Securities if such Person owns Registrable Securities or has a right to acquire such Registrable Securities and such Person is a Shareholder.

  • Right to Include Registrable Securities If Echo at any time following the commencement of the Second Echo Sale Window proposes to register any of its equity securities under the Securities Act by registration on Form S-1 or Form S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto), whether or not for sale for its own account, it will each such time give prompt written notice to each of the Holders of its intention to do so (an “Incidental Registration Notice”) and such notice shall offer the Holders of Registrable Securities the opportunity to register under such registration statement such number of Registrable Securities as each such Holder may request in writing. Upon the written request of any such Holders (which request shall specify the maximum number of Registrable Securities intended to be registered by such Holder), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such registration under the Securities Act all Registrable Securities which Echo has been so requested to register by each Holder (subject to Section 2.2(c)); provided, however, that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, Echo shall determine pursuant to a Board Resolution not to register or to delay registration of such equity securities, the Company and Echo shall give written notice of such determination and its reasons therefor to the Holders and (i) in the case of a determination not to register, Echo shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(d)) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 shall relieve Echo of its obligation to effect any registration upon request under Section 2.1.

  • Indemnification by Holder of Registrable Securities Each holder of Registrable Securities severally agrees to indemnify and hold harmless the Company, its directors, officers, employees and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each other holder of Registrable Securities that participates in such offering to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectus.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!