Registration on Form S-3 Clause Samples
The 'Registration on Form S-3' clause establishes the right or obligation for a company to register its securities using the streamlined Form S-3 registration statement with the Securities and Exchange Commission (SEC). This clause typically applies when the company meets certain eligibility requirements, such as having a sufficient public float and a history of timely SEC filings, allowing for a faster and less burdensome registration process. Its core practical function is to facilitate efficient and cost-effective public offerings or resales of securities, thereby providing greater flexibility and access to capital markets for the company and its shareholders.
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Registration on Form S-3. Following the first offering of its securities by the Company pursuant to a registration under the 1933 Act, the Company shall use its reasonable efforts to qualify for registration of its Common Stock under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect). If the Company shall be able to satisfy the conditions for registration of its Common Stock under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect), then, in addition to other rights of the Holders hereunder, the Company will, upon written request of Holders seeking to register on Form S-3 Registrable Securities having an aggregate market value of at least $500,000, as expeditiously as possible, endeavor in good faith to effect a registration under the 1933 Act on Form S-3 (or any successor form of similar tenor and effect) of all Registrable Securities referred to in a request or notice given to the Company pursuant to this Section 8.2 and to effect any registration or qualifications of such Registrable Securities under any state law, and any listing of such Registrable Securities with any securities exchange on which the Common Stock of the Company is then listed, which may be required to permit the sale or disposition of such Registrable Securities in the manner specified in such request or notices; provided, however, that no more than once per year the Company may meet its obligations under this Section 8.3 by preparing its own registration of securities on any applicable form under the 1933 Act, which registration becomes effective within 90 days after such request or notice and which registration includes all Registrable Securities referred to in such request or notice. If Registrable Securities sold pursuant to this Section 8.3 are sold in an underwritten offering, the terms of the underwriting agreement with the underwriter shall be mutually satisfactory to the Company and the Holders requesting registration hereunder. The Company shall not be required to effect more than two registrations pursuant to this Section 8.3 within any twelve month period. The registration of Registrable Securities under this Section 8.3 shall be at the Company’s expense, except that Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale of Common Stock owned by them and shall pay the fees and expenses of any one special counsel retained by such Holders or Other Holder...
Registration on Form S-3. (a) If any Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $2,000,000, and the Company is then entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company will:
(i) promptly give written notice of the proposed registration to all other Holders; and
(ii) use its best efforts to effect as soon as practicable such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 15 days after receipt of the written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.7:
(1) if the Company, within ten (10) days of the receipt of the request for registration pursuant to this Section 1.7, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan or any other registration which is not appropriate for the registration of Registrable Securities);
(2) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following, the effective date of any registration statement pertaining to Securities of the Company (other than with respect to a registration statement relating to a Rule 145 transaction or an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such r...
Registration on Form S-3. Subject to Section 13(f) of this Agreement, if at any time (i) a holder or holders of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively.
Registration on Form S-3. (a) If any S-3 Initiating Holder or Holders requests that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the S-3 Registrable Securities, and the Company is a registrant entitled to use Form S-3 to register the S-3 Registrable Securities for such an offering, the Company shall: (i) promptly give written notice of the proposed registration to all other S-3 Holders of Registrable Securities and (ii) use its best efforts to cause, as soon as practicable, all S-3 Registrable Securities to be registered as may be so requested for the offering on such form and to cause such S-3 Registrable Securities to be qualified in such jurisdictions as the S-3 Initiating Holder or other S-3 Holders may reasonably request. The substantive provisions of Section 2.5(b) shall be applicable to each registration initiated under this Section 2.7.
(b) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 2.7: (i) in any particular jurisdiction in which the Company would be required 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 Securities Act; or (ii) if the Company shall furnish to such S-3 Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for registration statements to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such S-3 Initiating Holders, provided, however, that the Company shall not exercise the right to defer registration granted by this subparagraph (b)(ii) more than once in any twelve month period.
(c) Notwithstanding the foregoing, (i) this Section 2.7 shall not apply to any SCIOS Holder, and no SCIOS Holder shall have any right or obligation under this Section 2.7 until June 1, 1999 and (ii) the Company shall not be required to include SCIOS Registration Securities in more than one (1) registration pursuant to Section 2.7.
(d) Notwithstanding the foregoing, (i) this Section 2.7 shall apply to any ▇▇▇▇▇▇-▇▇▇▇▇▇▇ Holder, and ▇▇▇▇▇▇-▇▇▇▇▇▇▇...
Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.
Registration on Form S-3. The Company shall use its reasonable best efforts to remain qualified for registration on Form S-3 or any comparable or successor form or forms, or in the event that the Company is ineligible to use such form, such form as the Company is eligible to use under the Securities Act, provided that if such other form is used, the Company shall convert such other form to a Form S-3 promptly after the Company becomes so eligible, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as the Registration Statement covering the Registrable Securities has been declared effective by the Commission.
Registration on Form S-3. If at any time (a)(i) a holder or holders of Restricted Stock (other than the Series D Investors) request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000; or (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including, but not limited to, the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that the requirements contained in Section 4(a) and Section 4(b) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6.
Registration on Form S-3. (a) After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, the S-3 Initiating Holders shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of Registrable Securities to be disposed of and the intended methods of disposition of such securities by such Holder or Holders); provided, however, that the Company shall not be obligated to effect any such registration:
(i) if the S-3 Initiating 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) on Form S-3 at an aggregate price to the public of less than $3,000,000;
(ii) if the Company shall furnish the certification described in Section 1.3(c) hereof (but subject to the limitations set forth therein);
(iii) in a given twelve (12) month period, after the Company has effected two (2) such registrations in any such period; or
(iv) in any particular jurisdiction in which the Company would be required 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 Securities Act or
(v) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective.
(b) If a request complying with the requirements of Section 1.5(a) hereof is delivered to the Company, the provisions of Sections 1.3(a)(i) and (ii) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.3(e) and 1.3(f) hereof shall apply to such registration.
Registration on Form S-3. (a) After its initial public offering, the Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holders or Holders); provided, however, that the Company shall not be obligated to effect any such registration (i) unless 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) on Form S-3 at an aggregate price to the public of at least $1,000,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), or (iii) in a given twelve-month period, the Company has effected one (1) such registration in such period or (iv) it is it be effected more than five (5) years after the Company’s initial public offering.
(b) If a request complying with the requirements of Section 1.5(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i) and (ii) and Section 1.2(b) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) hereof shall apply to such registration.
Registration on Form S-3. The Company shall use its reasonable best efforts to meet the “registrant eligibility” requirements for a secondary offering set forth in the general instructions to Form S-3 or any comparable or successor form or forms, or in the event that the Company is ineligible to use such form, such form as the Company is eligible to use under the Securities Act, provided that if such other form is used, the Company shall convert such other form to a Form S-3 as soon as the Company becomes so eligible.