Demand Registration Right Clause Samples

Demand Registration Right. The Managing Underwriters have one demand registration right with respect to the Registrable Securities under this Section 2. Either Managing Underwriter may exercise this demand right during the period beginning on the first anniversary of the date hereof and ending on the fifth anniversary of the date hereof or the expiration of the Managing Underwriters' Warrant, if later. Such demand right must be exercised in writing and must satisfy the notice requirements to the Company as set forth in Section 10(d) herein. A Managing Underwriter need not be a Holder to exercise this demand right. This demand right shall continue to exist until it expires pursuant to this Section 2(a), or a Shelf Registration Statement demanded under this Section 2(a) becomes effective.

Demand Registration Right. After the Closing, the Purchaser shall be entitled to a demand registration with respect to the Shares on one occasion and such demand registration right shall terminate on the 6 - month anniversary of the Execution Date . In the event that such demand registration right is exercised, the Company shall prepare, and, as soon as practicable, file with the SEC a registration statement on Form F - 1 or F - 3 under the Securities Act of 1933 (the “ Registration Statement ”) covering the resale of all of the Shares being purchased hereunder . The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable . 3. 奨㰩㳏 ޼ᵳ ∐ DŽ ✏ẋ≙Ḳ ਾ ˈ 䇔䍝 ạ ᓄ 㛰 ᵳ 奨㰩⅓ ਨ ሩ 傈䥏 䘋 堳ᷧ㬈㳏 ޼ ˈ 䈕 奨 㰩㳏 ޼ 䙫 ᵳ ∐ ᓄ ṵ ㆮ 㖢 㗌 ਾ 6 њ 㛯 ᰦ㓸 㭉 DŽ 㤕 䈕 奨㰩㳏 ޼ᵳ ∐墒堳ὦ ˈ ⅓ ਨ ᓄ ṩᦞ lj 1933 ⹛ 䇱 ∟㲼 NJ ↭ ༷ᒦቭ ᘛੁ 併 ഭ䇱 ∟ẋ㗺 င ઈՊ ᨀ ẋ F - 1 ᡆ F - 3 塏 Ṭ 䙫㳏 ޼༠ 㗵 ˄ Ọᷲ ㆰ〠 “ 㳏 ޼༠ 㗵 ” ˅ ˈ ⏥ 䚽㜓 ॿ䇞亩 ᷲ ᡰ 䍝 ޘ 惏傈 ԭ 䙫 䖜 ୞ Ṳ⮃ DŽ ⅓ ਨ ᓄቭ ᴰ ⤎ ਸ⨶ ⊑⊂ ˈ ׳ ὦ 䈕 㳏 ޼༠ 㗵✏ ਟ 堳䙫 ᛵ ߥ ᷲ ቭ ᘛ 㧧 ⽾併 ഭ䇱 ∟ẋ㗺 င ઈՊ 䙫 ᢩ ↭䔆㔯 DŽ 4. Right of First Refusal . Subject to applicable securities laws, within 365 days after the Closing, the Purchaser shall have the irrevocable right of first refusal to participate in any equity financing (a “Subsequent Financing”) undertaken by the Company, including any public or private offering of equity, equity - linked, or debt securities, on the most favorable terms, conditions, and price provided for any other investors in the Subsequent Financing . The Purchaser shall have the right, but not the obligation, to subscribe for up to $ 2 , 000 , 000 . 00 worth of the securities issued in such Subsequent Financing . 1.4 ৲о 㜑 ᶕ 㶽 䍴 䙫 ᵳ ∐ DŽ ✏ 䚥 ⭯ 䘲 䔏 䇱 ∟㲼 㿴 䙫∴ ᨀ ᷲ ˈ 凑ẋ≙Ḳ㗌 䎧 36 5 㗌 ޵ ˈ 䇔䍝 ạ Ẓ㛰ᷴ ਟ᫔ 䬰 䙫 Ո ℯ 䇔䍝ᵳ ˈ ਟ᤹ਾ 㔝 㶽 䍴 Ḕ ੁ ⅝ẽ ᣅ 䍴 俬 ᨀ ᾂ䙫 ᴰ Ո ᜐ ᶑ 㬥 ǃ ᶑ ờ⎱Ở Ṭ ˈ ৲о ⅓ ਨ 䘋 堳䙫ỢἼ傈 ᵳ 㶽 䍴 ˄ “ ਾ 㔝 㶽 䍴 ” ˅ˈ ⋬ ᤜ ỢἼ⅓ ᔰ ᡆ 䦨⋆䙫傈 ᵳ ǃ 傈 ᵳ ᤲ 䫙 ᡆ ٪࣑䇱 ∟ ਁ 堳 DŽ 䇔䍝 ạ㛰 ᵳ ˄ Ἥ㗇 ѹ࣑ ˅ 䇔䍝䈕 ਾ 㔝 㶽 䍴 Ḕ ਁ 堳Ở ٬ ᷴ嵬 䗷 2,000,000 併K䙫 䇱 ∟ DŽ 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 2. ‪ 㔗䉵 䱸 䬆㕒㍃ 䇱 The Company represents and warrants to the Purchaser that : ⅓ ਨੁ 䇔䍝 ạ 䱸 䘠઼؍ 䇱 ˖ 1. The Company is duly incorporated in the British Virgin Islands and is validly existing in good standing under the laws of the British Virgin Islands . The Company and each of its direct and indirect subsidiaries that have been consolidated with the Company in its audited financial statements for the year ended June 30 , 2024 or any such entity subsequently acquired (each, a “Subsidiary”, and collectively, the “Subsidiaries”) are not in violation of a...

Demand Registration Right. 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.

Demand Registration Right. FBI shall, subject to the conditions of Section 10(c) of this Agreement, if requested by any Holder, including DCB and any permitted transferee ("Selling Shareholder"), promptly prepare and file a registration statement under the Securities Act, if such registration is necessary in order to permit the sale or other disposition of any or all shares of FBI Common Stock or other securities that have been acquired by or are issuable to the Selling Shareholder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by the Selling Shareholder in such request, including without limitation a "shelf" registration statement under Rule 415, promulgated under the Securities Act, or any successor provision, and FBI shall use its reasonable best efforts to qualify such shares or other securities for sale under any applicable state securities laws.

Demand Registration Right. 5 (a) Right to Demand; Notice to Holders......................5 (b) Number of Demand Registrations..........................5 (c) Limitation on Demand Registration.......................6

Demand Registration Right. The Company covenants and agrees with the Registered Holder and any subsequent Registered Holders of the Warrants and/or Warrants Shares that, on one occasion, within 60 days after receipt of a written request from Registered Holders of more than 50% in interest of the aggregate of Warrants and/or Warrant Shares issued pursuant hereto, the Company shall, on one occasion, file a registration statement (and use its best efforts to cause such registration statement to become effective under the Act at the Company's expense) with respect to the offering and sale or other disposition of the Warrant Shares (the "Offered Warrant Shares"). The Company shall not be obligated to file and have declared effective a registration statement with respect to the Offered Warrant Shares on more than one occasion. The Company may defer the filing of a registration statement for up to 90 days after the request for registration is made if the Board of Directors determines in good faith that such registration or post-effective amendment would adversely affect or otherwise interfere with a proposed or pending transaction by the Company, including without limitation a material financing or a corporate reorganization, or during any period of time in which the Company is in possession of material inside information concerning the Company or its securities, which information the Company determines in good faith is not ripe for discharge. The Company shall not honor any request to register Warrant Shares pursuant to this Section received later than the Warrant Expiration Date. The Company shall not be required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 120 days after the effective date of the registration statement or the date on which all of the Offered Warrant Shares have been sold (the "Termination Date"); provided, however, that if at the Termination Date the Offered Warrant Shares are covered by a registration statement which also covers other securities and which is required to remain in effect beyond the Termination Date, the Company shall maintain in effect such registration statement as it relates to Offered Warrant Shares for so long as such registration statement (or any substitute registration statement) remains or is required to remain in effect for any such other securities. All expenses of registration pursuant to this subsection 10(a) shall be borne by the Company. The Company shall be obligated pursuant to this Secti...

Demand Registration Right. Upon written request by Digital Offering provided no earlier than the later of (a) the date that is one hundred eighty (180) days after the Commencement Date and (b) the date that is the final closing of sales of units to investors in the Offering, the Company and Digital Offering shall negotiate in good faith a single demand registration right pursuant to an agreement in customary form reasonably acceptable to the Company and Digital Offering with respect to the resale by Digital Offering and/or its permitted assigns of this Purchase Warrant and/or the underlying Units, Preferred Stock, Common Stock Warrants or Common Stock; provided that notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 3.4 shall terminate on the Expiration Date. Notwithstanding anything to the contrary, pursuant to FINRA Rule 5110(g)(8)(B) and (C), Holder shall not be entitled to more than one demand registration right hereunder and the duration of such demand registration right shall expire on the Expiration Date.

Demand Registration Right. Issuer shall, subject to the conditions of Section 10(c) of this Agreement, if requested by any Holder, including Grantee and any permitted transferee ("Selling Shareholder"), promptly prepare and file a registration statement under applicable laws and regulations, if such registration is necessary in order to permit the sale or other disposition of any or all shares of Issuer Common Stock or other securities that have been acquired by or are issuable to the Selling Shareholder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by the Selling Shareholder in such request, including without limitation a "shelf" registration statement under applicable laws and regulations, and Issuer shall use its best efforts to qualify such shares or other securities for sale under any applicable state securities laws.

Demand Registration Right. Beginning after January 1, ------------------------- 2002, PharmaBio shall have the right to demand, by providing written notice to Scios (the "Demand Registration Right"), that Scios file a registration statement on Form S-3 to register Warrant Shares for resale by PharmaBio in an offering that is not underwritten (the "Registration Statement") provided, however, that Scios shall not be obligated to effect such a registration more than once in any rolling twelve-month period or after two such registrations have been effected. Scios agrees to use its best efforts (i) to file the Registration Statement with the Securities and Exchange Commission ("SEC") within 30 days of receipt of PharmaBio's notice of its exercise of the Demand Registration Right and (ii) to obtain the effectiveness of the Registration Statement within 90 days of receipt of such notice, and to keep such Registration Statement continuously effective under the Securities Act until such time as the earlier to occur of 180 days, or until the holder's have completed the distribution described in such Registration Statement. PharmaBio agrees that it will cease making offers and sales under the Registration Statement upon the giving of any notice (the "Notice") by Scios that the Registration Statement must be amended or supplemented.