Common use of Additional Registration Rights Clause in Contracts

Additional Registration Rights. If Company at any time after the exercise of the Option proposes to register any shares of Company Common Stock under the Securities Act, Company will promptly give written notice to the Selling Shareholders of its intention to do so and, upon the written request of any Selling Shareholder given within thirty (30) days after receipt of any such notice (which request shall specify the number of shares of Company Common Stock intended to be included in such public offering by the Selling Shareholder), Company will cause all such shares for which a Selling Shareholder requests participation in such registration, to be so registered and included in such public offering, provided, however, that Company may elect to not cause any such shares to be so registered (i) if such public offering is to be underwritten and the underwriters in good faith object for valid business reasons, or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor form. If some but not all the shares of Company Common Stock, with respect to which Company shall have received requests for registration pursuant to this Section 8(b), shall be excluded from such registration, Company shall make appropriate allocation of shares to be registered among the Selling Shareholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Shareholder bears to the total number of shares requested to be registered by all such Selling Shareholders then desiring to have Company Common Stock registered for sale.

Appears in 2 contracts

Samples: Stock Option Agreement (Viad Corp), Stock Option Agreement (Game Financial Corp)

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Additional Registration Rights. If Company the Company, at any time after the exercise of the Option Option, proposes to register any shares securities of the Company Common Stock or rights representing securities of the Company under the Securities Act, the Company will promptly give written notice to the Selling Shareholders Optionee of its intention to do so and, upon the written request of any Selling Shareholder Optionee given within thirty (30) days after receipt of any such notice (which request shall specify the number of shares Shares of Company Common Stock intended to be included in such public offering by the Selling ShareholderOptionee), the Company will cause all such shares for which a Selling Shareholder Optionee requests participation in such registration, to be so registered and included in such public offering; PROVIDED, provided, howeverHOWEVER, that the Company may elect not to not cause any such shares to be so registered (i) if such public offering is to be underwritten and the underwriters in good faith object for valid business reasons, or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor form; PROVIDED, FURTHER, HOWEVER, that such election pursuant to (i) may only be made twice. If some but not all of the shares of Company Common Stock, Stock with respect to which the Company shall have received requests for registration pursuant to this Section 8(b), ) shall be excluded from such registration, the Company shall make appropriate allocation of shares to be registered among the Selling Shareholders selling shareholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Shareholder selling shareholder bears to the total number of shares requested to be registered by all such Selling Shareholders selling shareholders then desiring to have shares of Company Common Stock registered for sale.

Appears in 2 contracts

Samples: Stock Option Agreement (Adc Telecommunications Inc), Stock Option Agreement (Adc Telecommunications Inc)

Additional Registration Rights. If Company the Company, at any time after the exercise of the Option Option, proposes to register any shares securities of the Company Common Stock or rights representing securities of the Company under the Securities Act, the Company will promptly give written notice to the Selling Shareholders Optionee of its intention to do so and, upon the written request of any Selling Shareholder Optionee given within thirty (30) days after receipt of any such notice (which request shall specify the number of shares Shares of Company Common Stock intended to be included in such public offering by the Selling ShareholderOptionee), the Company will cause all such shares for which a Selling Shareholder Optionee requests participation in such registration, to be so registered and included in such public offering, ; provided, however, that the Company may elect not to not cause any such shares to be so registered (i) if such public offering is to be underwritten and the underwriters in good faith object for valid business reasons, or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor form; provided, further, however, that such election pursuant to (i) may only be made twice. If some but not all of the shares of Company Common Stock, Stock with respect to which the Company shall have received requests for registration pursuant to this Section 8(b), ) shall be excluded from such registration, the Company shall make appropriate allocation of shares to be registered among the Selling Shareholders selling shareholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Shareholder selling shareholder bears to the total number of shares requested to be registered by all such Selling Shareholders selling shareholders then desiring to have shares of Company Common Stock registered for sale; provided, however, that such allocation shall be subject to any priorities that may exist under any registration rights agreements outstanding prior to the date of this Agreement.

Appears in 1 contract

Samples: Stock Option Agreement (Qlogic Corp)

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Additional Registration Rights. If Company the Company, at any time after the exercise of the Option Option, proposes to register any shares securities of the Company Common Stock or rights representing securities of the Company under the Securities Act, the Company will promptly give written notice to the Selling Shareholders Optionee of its intention to do so and, upon the written request of any Selling Shareholder Optionee given within thirty (30) days after receipt of any such notice (which request shall specify the number of shares Shares of Company Common Stock intended to be included in such public offering by the Selling ShareholderOptionee), the Company will cause all such shares for which a Selling Shareholder Optionee requests participation in such registration, to be so registered and included in such public offering, ; provided, however, that the Company may elect not to not cause any such shares to be so registered (i) if such public offering is to be underwritten and the underwriters in good faith object for valid business reasons, or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor form; provided, further, however, that such election pursuant to (i) may only be made twice. If some but not all of the shares of Company Common Stock, Stock with respect to which the Company shall have received requests for registration pursuant to this Section 8(b), ) shall be excluded from such registration, the Company shall make appropriate allocation of shares to be registered among the Selling Shareholders selling shareholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Shareholder selling shareholder bears to the total number of shares requested to be registered by all such Selling Shareholders selling shareholders then desiring to have shares of Company Common Stock registered for sale.

Appears in 1 contract

Samples: Stock Option Agreement (Pairgain Technologies Inc /Ca/)

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