Right to Include Shares Sample Clauses

Right to Include Shares. If at any time the Company proposes to register any of its equity securities under the Securities Act (other than (A) a registration statement on Form S-4 or Form S-8 or any similar or successor forms, (B) a registration of securities in a Rule 145 transaction, (C) with respect to a public offering by the Company of Common Stock or (D) with respect to an employee benefit plan), it will promptly give written notice to the Purchasers of its intention to do so. Upon the written request of any Purchaser made within ten (10) days after the receipt of any such notice (which request shall specify the Shares intended to be disposed of by such Purchaser and the intended method of disposition thereof), the Company will use its commercially reasonable efforts to effect the registration under the Securities Act of all Shares that the Company has been so requested to register by the Purchasers thereof, to the extent necessary to permit the disposition (in accordance with such intended methods thereof) of the Shares so to be registered; provided that if, at any time after giving written notice of its intention to register any securities pursuant to this Section 4.4 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register any securities the Company may, at its election, give written notice of such determination to each Purchaser and thereupon shall be relieved of its obligation to register any Shares in connection with such registration.
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Right to Include Shares. In the event that more than fifty percent (50%) of the issued and outstanding shares of Capital Stock of the Company are transferred by the shareholders of the Company for consideration to a third party not affiliated with such shareholders, the Company will provide Shareholder with the right (the "Take-Along Right") to require such third party to purchase from Shareholder up to a percentage of the number of total shares of Capital Stock held by Shareholder equal to the number derived by multiplying the (x) total number of shares of Capital Stock of the Company that the third party will acquire by (y) a fraction, the numerator of which shall be the total number of shares of Capital Stock owned by Shareholder, and the denominator of which shall be the total number of shares of Capital Stock owned by each shareholder of the Company participating in such transaction. The Company shall deliver written notice to Shareholder (the "Take-Along Notice"), which written notice shall specify the price and the terms and conditions on which the proposed transaction is to take place. Any shares of Capital Stock purchased from the Executive pursuant to this Section 6 shall be at the same price per share and upon the same terms and conditions as apply to each other shareholder of the Company participating in such transaction (it being agreed that reasonable compensation received or to be received by any stockholder pursuant to arms-length negotiation in respect of services to be rendered by it shall not be deemed direct payment for shares of Capital Stock sold by it).
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Right to Include Shares. Except as set forth below, if the Company at any time proposes to file a registration statement under the Act for the purpose of registering the sale by it or its stockholders of any of its securities other than (i) a registration on Form S-4, Xxxx X-0, xx any successor or similar forms, or (ii) a shelf registration under Rule 415 under the Act for the sole purpose of registering shares to be issued in connection with the acquisition of assets, whether or not for sale for its own account, it will each such time give prompt written notice to the Stockholders and the Placement Agent of its intention to do so and of such Stockholder's rights under this Article 3. Upon the written request of any Stockholder or the Placement Agent made within 30 days after the receipt of any such notice (which request shall specify the Shares intended to be disposed of by the Stockholder and the intended method of disposition thereof), the Company will use its best efforts to effect the registration under the Act of all Shares which the Company has been so requested to register by the Stockholders or the Placement Agent, to the extent required to permit the disposition in accordance with the intended methods of disposition, by inclusion of such Shares in the Registration Statement which covers the securities that the Company proposes to register ("Piggy-Back Right"); provided, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Stockholders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, subject to the rights of the Stockholders under Article 3 and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares, for the same period as the delay in registering such other securities. No registration effected under this Article 3 shall relieve the Company of its obligation to effect any registration under Article 2 unless all the Shares are included in such registration.
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Right to Include Shares. If the Company at any time proposes to file a registration statement to register shares of Common Stock under the Securities Act (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms or (B) relating to Common Stock issuable upon exercise of employee share options or in connection with any employee benefit or similar plan of the Company), for sale by any of its shareholders, it will each such time give prompt written notice (the "Company Notice") to Holder of its intention to do so and of Holder's rights under this Section 1.1. Subject to Section 1.1(a) below, upon the written request of Holder (which request shall specify the amount of Shares intended to be disposed of by Holder) made as promptly as practicable and in any event within 20 days after the receipt of any such notice, the Company will use its best efforts to effect the registration under the Securities Act of all Shares which the Company has been so requested to register by Holder up to the Maximum Amount. As used herein, the term "Maximum Amount" shall mean, at any time and from time to time, the product of (i) a fraction, the numerator of which shall be the number of Shares Holder has requested be included in the registration statement and the denominator of which shall be the total number of shares of Common Stock all shareholders of the Company have requested be included in the registration statement, multiplied by (ii) the total number of shares of Common Stock held by shareholders of the Company that the Company intends to include in such registration.
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Right to Include Shares. If at any time after the first anniversary of Buyer's Initial Public Offering but before the third anniversary of the Closing, the Buyer proposes to register any of its securities under the Securities Act of 1933 (other than by registration in connection with an acquisition in a manner which would not permit registration of the Shares for sale to the public, on Form S-4 or any successor form thereto, or on Form S-8 or any successor form thereto), the Buyer will each such time give prompt written notice to Sellers of its intention to do so and of Sellers' rights under this Section 9.1.
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Right to Include Shares. Whenever the Company proposes to register under the securities Act an offering of the Common Stock on any form for the registration of securities under such Act, whether or not for its own account (other than by (i) a registration statement on Form S-4 or S-8 or any successor or similar forms, (ii) any registration statement to be used exclusively in the offering and sale of the Company's securities acquired by any of its or its subsidiaries, employees, directors or consultants pursuant to any employee compensation, option, restricted stock or similar plan arrangement or agreement, (iii)
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Right to Include Shares. Subject to the further terms and conditions of this Agreement and the Exchange Agreement, if, at any time after November 20, 1997, Newpark proposes to register any Common Stock on any form for the registration of securities under the Securities Act (other than Form S-4 and Form S-8), Newpark will at such time give prompt written notice to Holders of its intention to do so and of Holders' rights under this Paragraph 3. Upon the written request of any Holders made within 20 days after receipt of any such notice that up to twenty-five percent (25%) of the Shares be included in such registration (which request shall specify the number of Shares intended to be disposed of by each Holder desiring to participate and the intended method of disposition thereof), Newpark will cause the Shares for which Holders have requested registration to be included in the registration statement filed with respect to such registration under the Securities Act, provided that (i) if, at any time after giving written notice of its intention to register Common Stock but prior to the effective date of the registration statement filed in connection with such registration, Newpark shall determine for any reason not to register such Common Stock, Newpark may, at its election, give written notice of such determination to Holders, and, thereupon, shall be relieved of its obligation to register any Shares in such registration, and (ii) if such registration involves an underwritten offering, Holders must sell their Shares (if Holders continue to desire such Shares to be registered) to the underwriters of such offering on the same terms and conditions as apply to Newpark or the stockholders for whose account securities are to be sold, as the case may be.
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Right to Include Shares 
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Related to Right to Include Shares

  • Right to Include Registrable Securities If the Company at any time proposes to register any of its securities under the Securities Act (other than on Form S-4 or S-8 or any successor or similar forms and other than pursuant to Section 3.1), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Registrable Securities of its intention to do so and of such holders’ rights under this Section 3.2. Upon the written request of any such holder made within 10 business days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, 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, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, 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. No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf.

  • No Shareholder Rights Until Exercise Except as expressly provided herein, this Warrant does not entitle Holder to any voting rights or other rights as a shareholder of Company prior to the exercise hereof.

  • Restricted Stock Not Transferable Prior to vesting pursuant to Section 3.2 above, no Restricted Stock or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Participant or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 4.2 shall not prevent transfers by will or by applicable laws of descent and distribution.

  • Default Not Exceeding 10% of Firm Shares or Option Shares If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Shares or the Option Shares, if the Over-allotment Option is exercised hereunder, and if the number of the Firm Shares or Option Shares with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Shares or Option Shares that all Underwriters have agreed to purchase hereunder, then such Firm Shares or Option Shares to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

  • No Shareholder Rights Except as provided in this Warrant, Holder will not have any rights as a shareholder of the Company until the exercise of this Warrant.

  • Right to Piggyback If, at any time after an Initial Public Offering, the Company proposes to file a registration statement under the Securities Act with respect to an offering of Registrable Securities (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for its own account, then, each such time, the Company shall give prompt written notice of such proposed filing at least fifteen (15) days before the anticipated filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include in such registration statement the number of Registrable Securities as each such holder, including, without limitation, Registrable Securities held by any Member who is not an Initiating Holder, may request (a “Piggyback Registration”). Subject to Section 4(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after notice has been given to the applicable holder. The eligible holders of Registrable Securities shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. The Company shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) one hundred twenty (120) days after the effective date thereof or for two years in the case of a “shelf” Registration Statement and (ii) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement.

  • Restriction on Transfer of Option Shares Anything in this Agreement to the contrary notwithstanding, the Optionee hereby agrees that it shall not sell, transfer by any means or otherwise dispose of the Option Shares acquired by it without registration under the 1933 Act, or in the event that they are not so registered, unless (i) an exemption from the 1933 Act registration requirements is available thereunder, and (ii) the Optionee has furnished the Company with notice of such proposed transfer and the Company’s legal counsel, in its reasonable opinion, shall deem such proposed transfer to be so exempt.

  • Shares Includable Each Participating Investor may include in the Proposed Key Holder Transfer all or any part of such Participating Investor’s Capital Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Transfer Stock subject to the Proposed Key Holder Transfer (excluding shares purchased by the Company or the Participating Investors pursuant to the Right of First Refusal or the Secondary Refusal Right) by (ii) a fraction, the numerator of which is the number of shares of Capital Stock owned by such Participating Investor immediately before consummation of the Proposed Key Holder Transfer (including any shares that such Participating Investor has agreed to purchase pursuant to the Secondary Refusal Right) and the denominator of which is the total number of shares of Capital Stock owned, in the aggregate, by all Participating Investors immediately prior to the consummation of the Proposed Key Holder Transfer (including any shares that all Participating Investors have collectively agreed to purchase pursuant to the Secondary Refusal Right), plus the number of shares of Transfer Stock held by the selling Key Holder. To the extent one (1) or more of the Participating Investors exercise such right of participation in accordance with the terms and conditions set forth herein, the number of shares of Transfer Stock that the selling Key Holder may sell in the Proposed Key Holder Transfer shall be correspondingly reduced.

  • No Stockholder Rights This Warrant in and of itself shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company.

  • Transfer of Shares After Registration; Suspension (a) The Investor agrees that it will not effect any disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act other than transactions exempt from the registration requirements of the Securities Act, except as contemplated in the Registration Statement referred to in Section 6.1 and as described below, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

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