Registration on Request Sample Clauses

Registration on Request. (i) At any time (x) after the third anniversary of the date of the Closing, upon the written request of Shareholders holding in the aggregate 40% of all Registrable Securities then held by Shareholders (assuming for this purpose exercise of all outstanding Warrants) or (y) after an initial public offering, upon the written request of Shareholders holding in the aggregate 10% of all Registrable Securities then held by Shareholders (assuming for this purpose the exercise of all outstanding Warrants) (such Shareholders being referred to as the “Requesting Holders”), the Requesting Holders may request that the Company either (i) effect the registration under the Securities Act for an underwritten public offering of all or part of the Registrable Securities held by them (the “Single Registration Option”), (ii) effect the registration of all or any of their Registrable Securities by filing a registration statement under the Securities Act (the “Shelf Registration Statement”) which provides for the sale by the Requesting Holders of their Registrable Securities from time to time in underwritten public offerings pursuant to Rule 415 under the Securities Act (the “Shelf Option”), or (iii) permit the sale of Registrable Securities that are already included in an effective Shelf Registration Statement pursuant to an underwritten public offering (the “Takedown Option”); provided, however, that the Requesting Holders may not elect the Shelf Option or the Takedown Option if the request thereunder is in connection with or would constitute an initial public offering. Upon receipt of such request, the Company will promptly give written notice to all other holders of Registrable Securities (the “Other Holders”) that a request for registration or for a takedown has been received. For a period of 10 days (or two Business Days in the case of a Takedown Option request) following receipt of such notice, the Other Holders may request that the Company also register their Registrable Securities (or include Registrable Securities in such takedown) and the Company may determine to include its authorized and unissued securities in such registration or takedown. The failure of any Other Holder to affirmatively indicate its intent to include its Registrable Securities in such registration or takedown shall be deemed a waiver of any right to so include such Registrable Securities in such registration statement or takedown. After the expiration of such 10-day period or two-Business Day per...

Registration on Request. (a) Concurrently with or from time to time after the Lock-Up Period, upon the written request of one or more holders of Registrable Securities, requesting that the Company effect the registration under the Securities Act of all or a portion of such holders’ Registrable Securities and specifying the intended method of disposition thereof and whether or not such requested registration is to be an underwritten offering, the parties hereto agree as follows: (i) The Company will promptly give written notice of such requested registration to all other holders of Registrable Securities, if any; and (ii) Subject to the limitations set forth in Section 2.1(e) below, the Company will use its commercially reasonable efforts to effect the registration under the Securities Act of: (A) the Registrable Securities that the Company has been so requested to register by such holders, and (B) all other Registrable Securities that the Company has been requested to register by the holders thereof by written request given to the Company within five Business Days after the giving of such written notice by the Company specified in Section 2.1(a)(i) all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered.

Registration on Request. At any time after the 90th day following the First Closing (as defined in the Stock Purchase Agreement), upon written request by the Holders of at least a majority (by number of shares) of the Registrable Securities, NationsRent shall utilize best reasonable efforts to cause, as soon as practicable following the date of such notice, a registration statement to be filed under the Securities Act or a pending registration statement to be amended for the purpose of registering the Registrable Securities for resale by the requesting Holders in accordance with the intended method of disposition stated in such request; provided that NationsRent shall not be required to effect any registration pursuant to this Section 1(a) on more than three (3) separate occasions. Each request for a demand registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. NationsRent shall give all other Holders written notice of such written request within ten (10) days thereof and give all other Holders the opportunity to request that their Registrable Securities be included in the registration statement filed with the SEC. No request for registration may be made pursuant to this Section 1(a) unless the Registrable Securities requested to be registered on behalf of requesting Holders total at least 25% of the aggregate number of Registrable Securities acquired by the Holders in the First Closing and the Second Closing (as defined in the Stock Purchase Agreement) or have a market value (based upon the closing price of such Registrable Securities quoted on the securities exchange or over-the-counter quotation system on which such Registrable Securities are listed or quoted, as the case may be, on the trading day immediately preceding any request pursuant to this Section 1(a)) of at least $25 million at the close of the last trading day prior to such request.

Registration on Request. (a) In case the Holding Company shall receive from one or more holders of any Registrable Shares a written request or requests that the Holding Company effect any registration, qualification and/or compliance of any Registrable Shares held by (or issuable to) such holder or holders, and specifying the intended method of offering, sale and distribution, the Holding Company will: (i) promptly give written notice of the proposed registration, qualification and/or compliance to each holder of any Registrable Shares; and (ii) provided the conditions of section 11.1(b) are satisfied, -------- as soon as practicable, effect such registration, qualification and/or compliance (including, without limitation, the execution of an undertaking for post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with exemptive 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 such amount of Registrable Shares as is specified in a written request or requests, made within 30 days after receipt of such written notice from the Holding Company, by any holder or holders of any Registrable Shares. (b) The obligations of the Holding Company under this section 11 .1 to effect any such registration, qualification and/or compliance are subject to the following qualifications: (i) the Holding Company shall only be obligated to effect two registrations pursuant to this section 11.1, provided that if, in -------- connection with any registration of Registrable Shares effected pursuant to this section 11.1, the holders of Registrable Shares requesting registration are unable for any reason to include in such registration all of the Registrable Shares for which registration has been requested, then the holder or holders of the Registrable Shares shall be entitled to an additional registration of Registrable Shares pursuant to this section 11.1; (ii) unless the Holding Company becomes a Public Company prior to August 31, 2000, the Holding Company shall not be obligated to effect any registration requested pursuant to this section 11.1 prior to such date. After August 31, 2000, if the Holding Company has not become a Public Company, the Holding Company shall not be obligated to effect any registration requested pursuant to this section 11.1: (A) unless it shall have been (1) requested...

Registration on Request. (Demand Registration).

Registration on Request. (a) At any time after the date hereof (the "Registration Date"), upon the written request of any Holder or Holders holding an aggregate of at least 625,000 shares of Common Stock or 500,000 Warrants (625,000 shares of Common Stock or 500,000 Warrants being hereinafter referred to as "Minimum Securities"), that the Company effect the registration under the Securities Act of all or part of the Registrable Securities held by such Holder or Holders, and specifying the intended method or methods of disposition of such Registrable Securities, the Company will promptly give written notice of such requested registration by registered mail to all Holders; provided, however, that the number of Minimum Securities shall be increased or decreased, proportionately, if the Company shall (x) subdivide the number of outstanding shares of Common Stock or Warrants into a greater number of shares or warrants, or (y) if the Company shall reduce the number of outstanding shares of Common Stock or Warrants by combining such number into a small number of shares or warrants. Thereupon, the Company will use its best efforts to effect (at the earliest possible date and if possible within 60 days after the giving of such written notice by the Company) the registration, under the Securities Act, of: (i) the Registrable Securities which the Company has been so requested to register by such Holder or Holders, for disposition in accordance with the intended method of disposition stated in such request, and (ii) all other Registrable Securities which the Company has been requested to register by a Holder or Holders by written request delivered to the Company within 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent required to permit the disposition in accordance with the intended methods thereof as aforesaid of the Common stock so to be registered, provided, however, that the Company shall not be required under this Section 2.1 to effect an Underwritten Offering.

Registration on Request. 6 (a) Requests...............................................6 (b) Obligation to Effect Registration......................6 (c) Registration Statement Form............................7 (d) Expenses...............................................8 (e) Inclusion of Other Securities..........................8 (f) Effective Registration Statement.......................8 (g) Pro Rata Allocation....................................9

Registration on Request. Request. Upon the written request of Initiating Holders, requesting that the Company effect the registration under the Securities Act of all or part of such Initiating Holders' Registrable Securities and specifying the intended method or methods of disposition thereof, the Company will promptly, but in any event within ten business days, give written notice of such requested registration to all holders of Registrable Securities and, thereupon, will use its best efforts to effect the registration under the Securities Act of:

Registration on Request. If, pursuant to Section 1.1.2 above, the TIG Maximum is reduced by more than twenty-five percent (25%), thereafter, TIG shall have the right to require the Corporation upon its written request to effect the registration of any remaining Registrable Securities owned by TIG ("Demand Registration"); provided that, (i) the Corporation shall not be obligated to effect more than one Demand Registration; (ii) the Corporation shall be entitled to postpone for a reasonable period (but not exceeding 135 days) the filing of any registration statement otherwise required to be filed pursuant to this Section 1.1.3 if the Corporation determines, in its sole discretion, that such registration or offering pursuant thereto could interfere with any financing, acquisition, corporate reorganization, or other material transaction or event involving the Corporation, or would require premature disclosure thereof; and (iii) the Corporation shall not be required to file any such registration statement at any time when the Corporation would be required to undergo an interim audit or to prepare financial statements other than the regular quarterly or annual statements in order to comply with the requirements of such registration statement with respect to financial information.

Registration on Request. (i) At any time following the earlier of the first anniversary of the Closing Date or 180 days following the effective date of the registration statement for an Initial Public Offering, upon the written request of the Purchasers for a registration of Registrable Securities (a "DEMAND REQUEST"), the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company, in accordance with the provisions of Section 15.4 hereof, will use its best efforts to effect the registration under the 1933 Act of the Registrable Securities of the Purchasers which the Company has been so requested to register in accordance with such Demand Request for disposition in accordance with the intended method or methods of disposition stated in such request, all to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. The Purchasers may not request the Company to effect registration of Registrable Securities pursuant to this Section 15.1 on more than one occasion; provided that a registration shall not count as having been requested by the Purchasers until it has become effective. The Demand Request shall specify the approximate number of Registrable Securities of the Purchasers requested to be registered and the intended method or methods of disposition of such Registrable Securities.