Secondary Registration Clause Samples

Secondary Registration. 8.1 An Individual Member may register with more than one Association and/or Club in the same year (a “secondary registration”). 8.2 The Individual Member’s primary registration will be with the Club and/or Association that they first register with, the secondary registration will be with the other Club and/or Association. 8.3 A secondary fee will be payable as outlined in Schedule B.
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Secondary Registration. If the Registration Statement described in Section 8.1 is an underwritten secondary registration on behalf of holders of ACT's securities and the managing underwriters advise ACT in writing that, in their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, ACT will include in such registration (a) first, on a pro rata basis, the securities requested to be included therein by the holders requesting such registration and the Registerable Securities requested to be included in such registration, and (b) second, other securities requested to be included in such registration.
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Secondary Registration. In connection with the Registration Statement filed pursuant to Section 1(a) of this Agreement: (i) the Sellers and Owners shall pay all the expenses of their legal counsel, accountants and other experts; (ii) CNU shall pay the fees and disbursements of legal counsel for CNU, fees and disbursements of experts used by CNU in connection with such registration, expenses of any audits of CNU incidental to or required in connection with such registration and all expenses of registration not otherwise specifically described in this Section 3(a), including expenses incidental to any post-effective amendment to any such registration statement; and (iii) the Sellers and Owners and any other persons selling securities pursuant to such Registration Statement shall pay all SEC and blue sky registration and filing fees, fees and expenses attributable to the printing and distribution of Prospectuses, underwriting discounts and commissions.
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Secondary Registration. Unless otherwise requested by the Holders upon reasonable written notice to the Company, as soon as is practicable following the Closing Date, the Company shall use its reasonable best efforts to effect the registration under the Securities Act for sale as soon as practicable in an underwritten public offering of the Shares set forth on Exhibit A attached hereto designated for sale pursuant to the secondary registration (the "Secondary Shares"). In furtherance thereof, the Company shall take such action as shall be necessary to effect such registration including, without limitation, the following: (a) prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement with respect to such Secondary Shares on any form for which the Company then qualifies, and which form shall be available for the sale of the Secondary Shares in accordance with the intended methods of distribution thereof, and use all commercially reasonable efforts to cause the registration statement to become effective and remain effective until the earlier of (i) the date when all Secondary Shares covered by the registration statement have been sold, or (ii) 180 days from the effective date of the registration statement; (b) prepare and file with the Commission such amendments and supplements to the registration statement and the prospectus used in connection therewith as may be necessary to keep the registration statement effective for the period referred to in Section 5.1(a) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the registration statement during such period in accordance with the intended methods of disposition of the Secondary Shares; (c) furnish to each Holder and each underwriter such number of copies of the registration statement, each amendment and supplement thereto, the prospectus included in the registration statement (including each preliminary prospectus) and such other documents as such Holder or underwriter may reasonably request in order to facilitate the public sale or other disposition of the Secondary Shares; (d) use commercially reasonable efforts to register or qualify such Secondary Shares under such other securities or blue sky laws of such jurisdictions as any Holder or underwriter reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder or underwriter to consummate the disposition i...
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Secondary Registration. An Individual Member may register with more than one Association and/or Club in the same year (a ¯secondary registration_J˙ 8.2 dSǦ ƒYEs|sEpZrimǍarny regDistǦraûtioán Ǧwidll b’e Cwith the Club and/or Association that they first register with, the secondary registration will be with the other Club and/or Association.
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Secondary Registration. CNU will file, as promptly as practicable after the Closing Date, a registration statement (the “Registration Statement”) on Form S-3 covering the resale of the Registrable Securities (as hereinafter defined) by Sellers and Owners and thereafter shall use all commercially reasonable efforts to cause the Registration Statement to be declared effective as soon as practicable following such filing (but in any event by the date that is six months after the Closing Date) and to maintain such effectiveness until the date that is 12 months after the Closing Date; provided, however, that CNU shall have the right to prohibit the sale of Registrable Securities pursuant to the Registration Statement, upon notice to the Sellers’ Representative (A) if in the opinion of counsel for CNU, CNU would thereby be required to disclose information not otherwise then required by law to be publicly disclosed, provided that CNU shall use all commercially reasonably efforts to minimize the period of time, but in no event more than 60 days, in which it shall prohibit the sale of any shares of Registrable Securities pursuant to this clause (A);
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Secondary Registration. Clause (iv) of Section 2 of the Registration Rights Agreement is hereby amended to read in its entirety as follows:
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Secondary Registration 
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Related to Secondary Registration

  • SEC Registration The Parties mutually agree to use commercially reasonable efforts to maintain effective registration statements with the Securities and Exchange Commission with respect to the long-term incentive awards to the extent any such registration statement is required by applicable Law.

  • Mandatory Registration The Company shall, within thirty (30) calendar days from the date hereof, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities (beginning with the Put Shares) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date. The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

  • Company Registration If the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the Company shall, subject to the provisions of Subsection 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Subsection 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Subsection 2.6.

  • Piggy Back Registration (a) If the Company shall, at any time prior to the expiration of this Warrant, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall use its best efforts to cause the managing underwriter of the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

  • Form S-3 Registration In case the Company shall receive from any Holder or Holders of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 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: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use its reasonable best efforts to effect, as soon as practicable, 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 1.11: (1) if Form S-3 is not available for such offering by the Holders; (2) if the participating 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 anticipated aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; (3) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.11; or (4) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Act. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.11, including (without limitation) all registration, filing, qualification, printer’s and accounting fees, reasonable fees and expenses for one special counsel for the Holders associated with Registrable Securities (such special counsel to be selected by the Holders of at least a majority in interest of the outstanding Registrable Securities (determined on an as-converted to Common Stock basis) requesting such registration) and the fees and disbursements of counsel for the Company, but excluding any underwriters’ discounts or commissions, shall be borne by the Company. Registrations effected pursuant to this Section 1.11 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.