S-3 Demand Registration definition

S-3 Demand Registration is defined in Section 4(k)(i).
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S-3 Demand Registration shall have the meaning provided in Section 5.4(a).
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Examples of S-3 Demand Registration in a sentence

  • The Holders of a majority of the Preferred Stock voting together as a single class and on an as-converted basis, shall have the ability to exercise their S-3 Demand Registration Right an unlimited number of times.

  • Upon receipt of a valid request for an S-3 Demand Registration, the Company shall promptly, in and any event no later than 15 days after such receipt, notify all other Holders of the making of such demand and shall use its reasonable efforts to register under the Act as expeditiously as may be practicable the Registrable Securities which Holders have requested the Company to register in accordance with this Section 2.1(a)(ii).

  • The Company will pay all Registration Expenses in connection with any S-3 Demand Registration.

  • Unless the Majority Holders requesting a S-3 Demand Registration shall consent in writing, no other parties (except other Holders) shall be permitted to offer securities under any such S-3 Demand Registration.

  • At any time on or after the first anniversary of the Closing Date, one or more holders that in the aggregate beneficially own at least 20% of the Registrable Securities may make a demand that the Company effect the registration of all or part of such Holders' Registrable Securities (an "S-3 Demand Registration").

  • If any S-3 Demand Registration is in the form of an underwritten offering, the Majority Holders requesting a Demand Registration will select and obtain the investment banker or investment bankers that will administer the offering.

  • In addition to Demand Registrations, at any time after the Company shall be eligible to register securities under Form S-3 under the Securities Act, the Majority Holders may make a written request for registration on Form S-3 (or any equivalent successor form under the Securities Act) pursuant to this Section 3 of all or part of its Registrable Securities (an "S-3 Demand Registration"); provided, that the Company need effect only two (2) such S-3 Demand Registrations in a calendar year.

  • As an alternative to Section 2.1(b), ----------------------- during the term of this Agreement, the Stockholders may make a written request for a selling stockholders' shelf registration on Form S-3 (or any equivalent or successor form under the Securities Act) pursuant to this Section 2.1(e) (an "S-3 Demand Registration") of all or part of the Stockholders' Registrable Securities.

  • In addition to the foregoing expenses, the selling security holders will be responsible for the expenses set forth in Section 6.1 with respect to any Form S-3 Demand Registration in excess of two in any one calendar year.

  • If the Majority Holders requesting a Demand Registration so elects, the offering of such Registrable Securities pursuant to such S-3 Demand Registration shall be in the form of an underwritten offering.

Related to S-3 Demand Registration

  • Demand Registration shall have the meaning given in subsection 2.1.1.

  • Demand Registration Notice has the meaning set forth in Section 2.1.

  • Demand Registrations has the meaning set forth in Section 2(a).

  • Demand Registration Statement has the meaning set forth in Section 2.01(a).

  • Demand Registration Request shall have the meaning set forth in Section 3.1.1(a).

  • S-3 Registration has the meaning set forth in Section 5(a) hereof.

  • Piggy-Back Registration is defined in Section 2.2.1.

  • Short-Form Registration has the meaning set forth in Section 2.01(a).

  • Piggyback Registration Statement has the meaning set forth in Section 3(a).

  • Demand Request shall have the meaning set forth in Section 2.1.

  • Long-Form Registration has the meaning set forth in Section 2(a).

  • Shelf Takedown means an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.

  • Short-Form Registrations has the meaning set forth in Section 2(a).

  • Piggyback Registration shall have the meaning given in subsection 2.2.1.

  • Excluded Registration means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.

  • Underwritten Takedown means an underwritten public offering of Registrable Securities pursuant to the Resale Shelf Registration Statement, as amended or supplemented.

  • Long-Form Registrations has the meaning set forth in Section 2(a).

  • IPO Registration Statement means the Registration Statement on Form S-1 (File No. 333-196099), as amended, filed by the Partnership with the Commission under the Securities Act to register the offering and sale of the Common Units in the Partnership’s initial public offering of such Common Units to the public.

  • Shelf Takedown Request shall have the meaning set forth in Section 3.2.5(a).

  • Included Registrable Securities has the meaning specified therefor in Section 2.02(a) of this Agreement.

  • Piggyback Registrations has the meaning set forth in Section 3(a).

  • Takedown Requesting Holder shall have the meaning given in subsection 2.3.3.

  • Additional Registrable Securities means, (i) any Cutback Shares not previously included on a Registration Statement and (ii) any capital stock of the Company issued or issuable with respect to the Common Shares, the Warrants, the Warrant Shares, or the Cutback Shares, as applicable, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise without regard to any limitations on exercise of the warrants.

  • Withdrawn Registration means a forfeited demand registration under Section 2.1 in accordance with the terms and conditions of Section 2.4.

  • Underwritten Offering Notice has the meaning set forth in Section 2(b).

  • Registration decal means an adhesive sticker produced by the department and issued by the