Demand Registrations. Section 3.1 At any time commencing after the expiration of the Lock-Up Period, each Holder (a “Demand Holder”) may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) of all or part of the Registrable Securities held by such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.

Appears in 5 contracts

Sources: Stockholders Agreement (Advanced Micro Devices Inc), Stockholders Agreement (Spansion Inc.), Stockholders Agreement (Spansion Inc.)

Demand Registrations. ~~Section 3.1 At any time commencing~~ Upon request from Holders of fifty percent (50%) of the Registrable Securities then outstanding that the Company file a registration statement (a “Demand Registration Statement”) with respect to at least the Minimum Amount then the Company shall (x) within ten (10) days after the ~~expiration~~ date such request is given, give written notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within thirty (30) days after the date such request is delivered to the Company by the Initiating Holders, file a Demand Registration Statement under the Securities Act (which shall be on Form S-3, unless the Company is not then eligible to use a Form S-3 for the Shelf Registration, in which case such Demand Registration Statement shall be on Form S-1) covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the ~~Lock-Up Period, each~~ date the Demand Notice is delivered to such Holder (a “Demand ~~Holder~~Filing Deadline”) ~~may make a written request (each a “~~and use its best efforts to cause such Demand ~~Request”) for registration~~ Registration Statement to be declared effective by the SEC or otherwise become effective under the Securities Act as soon as practicable after the filing thereof, but in no event later than the date that is the earlier of (i) in the event that such Demand Registration Statement (x) is not subject to a review by the SEC, thirty (30) calendar days after the earlier of (A) the applicable Demand Filing Deadline and (B) the date such Demand Registration Statement was filed with the SEC and (y) is subject to a review by the SEC, sixty (60) calendar days after the earlier of (A) the applicable Demand Filings Deadline and (B) the date such Demand Registration Statement was filed with the SEC and (ii) five (5) Business Days after the date the Company receives written notification from the SEC that such Demand Registration(s) will not be reviewed (a “Demand Effectiveness Deadline”), and in each case, subject to the limitations of Section 2.1(e) (a “Demand Registration”). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1(i) ~~of all or part~~ during the period that is sixty (60) days before the Company’s good faith estimate of the ~~Registrable Securities held by such Holder; provided~~date of filing of, ~~however~~and ending on a date that is ninety (90) days after the effective date of, ~~that if~~ a Company-initiated registration. All provisions set forth in this Agreement with respect to Shelf Registration Statements shall apply, mutatis, mutandis, to the ~~Registrable Securities requested~~ Demand Registration Statements required to be ~~registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered,~~ filed hereunder (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice except to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision extent expressly set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration2.1(i)). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.

Appears in 3 contracts

Sources: Registration Rights Agreement (Faraday Future Intelligent Electric Inc.), Registration Rights Agreement (Faraday Future Intelligent Electric Inc.), Registration Rights Agreement (Heritage Distilling Holding Company, Inc.)

Demand Registrations. ~~Section 3.1~~ (a) At any time ~~commencing after~~ that the ~~expiration~~ Company is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) of the ~~Lock-Up Period~~Registrable Securities then outstanding may request, ~~each Holder~~ by written notice given to the Company (a the “Demand ~~Holder~~Notice”~~) may make a written request~~ ), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of their Registrable Securities on Form S-1 or any successor form thereto (each a “~~Demand Request”) for registration under the Securities Act (a “Demand~~ Long-Form Registration”) of all or part of the Registrable Securities held by such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions). Each ~~Demand Request~~ request for a Long-Form Registration shall specify the approximate number ~~of shares~~ of Registrable Securities ~~proposed~~ required to be ~~sold by such Demand Holder. Section 3.2 Within 15 days after~~ registered. Upon receipt of ~~each Demand Request~~such request, the ~~Corporation~~ Company shall ~~give written~~ promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such ~~Demand Request~~ request to all ~~non-requesting Holders. Within 30~~ other holders of Registrable Securities who shall then have ten (10) days ~~after receipt of~~ from the date such ~~notice,~~ notice is given to notify the ~~non-requesting Holders shall provide written notice to the Corporation~~ Company in writing of their ~~intention~~ desire to ~~have any or all of their Registrable Securities~~ be included in ~~the Demand Registration~~such registration. The ~~Corporation~~ Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause ~~the same~~ such Registration Statement to be declared effective by the Commission as ~~promptly~~ soon as practicable ~~after such filing~~thereafter. ~~Both the Demand Request and any request~~ The Company shall not be required to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no effect more than two (2) ~~Demand Requests~~such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, ~~however,~~ that ~~if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver~~ a ~~Demand Request within 90 days after the effectiveness of any~~ Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will shall not count as a ~~Demand~~ Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement ~~registering~~ on Form S-3 or any similar Short-Form Registration after the ~~shares~~ date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registration. (b) The Company shall use its commercially reasonable efforts to qualify and to remain qualified to register securities under the Securities Act pursuant to a Registration Statement on Form S-3 or any successor form thereto. If the Company is qualified for the use of a Registration Statement on Form S-3, the holders of Registrable Securities shall have the right to request an unlimited number of registrations of their Registrable Securities on Form S-3 or any similar short-form registration (each a “Short-Form Registration” and, together with each Long-Form Registration, a “Demand Registration”). Each request for a Short-Form Registration shall specify the approximate number of Registrable Securities requested to be registered. Upon receipt of any such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such ~~Demand Request has been~~ request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. If the Company is qualified to register securities under the Securities Act pursuant to a Registration Statement on Form S-3 or any successor form thereto or another Short-Form Registration, the Company shall cause such Short-Form Registration to be filed within thirty (30) days after the date on which the initial request is given and shall use its best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. (~~unless~~ c) Upon the occurrence of any event that would cause the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration ~~Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is~~ (i) to contain a material ~~non~~misstatement or omission or (ii) to be not effective and usable for resale of Registrable Securities during the period that such Demand Registration is required to be effective and usable, the Company shall promptly file an amendment to the Demand Registration, in the case of clause (i), correcting any such misstatement or omission and, in the case of either clause (i) or (ii), use its commercially reasonable efforts to cause such amendment to be declared effective and such Demand Registration to become usable as soon as practicable thereafter. (d) The Company agrees to use its commercially reasonable efforts to keep any Demand Registration filed pursuant to this Section 2 continuously effective and usable for the sale of Registrable Securities until such time as all the Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement or such Registrable Securities cease to be Registrable Securities, as such period may be extended pursuant to this Section 2. Notwithstanding the foregoing, the Company shall have the right to delay the filing of any Long-~~public information regarding~~ Form Registration or Short-Form Registration otherwise required to be prepared and filed by the ~~Corporation which~~ Company pursuant to this Section 2, or to suspend the use of any Long Form Registration or Short-Form Registration, for a period not in excess of sixty (60) days (a “Delay Period”) if a majority of the Board ~~reasonably~~ of Directors of the Company determines ~~not~~ in their reasonable good faith judgment that the registration and distribution of the Registrable Securities covered or to be covered by such Long-Form Registration or Short-Form Registration, as applicable (i) is not in the ~~Corporation’s~~ best ~~interest to disclose and which~~ interests of the ~~Corporation~~ Company, or would have a material adverse effect on the Company or, any proposed or pending financing, acquisition, disposition, merger or other material corporate transaction involving the Company or any of its subsidiaries, (ii) would require disclosure of any other material corporate development that the Company is not otherwise required to disclose or (iiiii) ~~there is a significant business opportunity (including but not limited to~~ the ~~acquisition or disposition of assets (other than~~ prospectus contained in the ~~ordinary course~~ Registration Statement of ~~business)~~ the Long Form Registration or ~~any merger~~Short-Form Registration contains an untrue statement of material fact or omits to state a material fact necessary in order to make the statements therein, ~~consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be~~ in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral light of the ~~filing~~ circumstances under which they were made, not misleading. The Company will promptly give the Holders written notice of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such ~~deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5~~ determination and an approximation of the period of the anticipated delay~~. Within twenty~~ ; provided, however, that the aggregate number of days included in all Delay Periods during any consecutive twelve (2012) months shall not exceed the aggregate of (x) ninety (90) days ~~after receiving~~ minus (y) the number of days occurring during all Interruption Periods (as defined in Section 5(o) hereof) during such ~~certificate~~consecutive twelve (12) months. Each Holder agrees to cease all public disposition efforts under such Long-Form Registration or Short-Form Registration with respect to Registrable Securities held by such Holder immediately upon receipt of notice of the beginning of any Delay Period. The Company shall provide written notice to the Holders of the end of each Delay Period. The Company shall not be entitled to initiate a Delay Period unless it shall concurrently prohibit sales by other security holders of the Company under registration statements covering securities held by such other security holders and sales by executive officers of the Company during such period. The time period for which the Company is required to maintain the effectiveness of a Long-Form Registration or Short-Form Registration referred to above shall be extended by the aggregate number of days of all Delay Periods and Interruption Periods affecting such Registration, and such period and any extension thereof is hereinafter referred to as the “Effectiveness Period.” (e) Other than securities of Kojaian Ventures L.L.C., Kojaian Holdings, LLC and their respective affiliates and permitted transferees under the Kojaian Registration Rights Agreement (collectively the “Kojaian Holders”), the ~~Demand Request may be withdrawn by those Persons representing a majority of the~~ Company shall not include any securities that are not Registrable Securities ~~being registered on the~~ in any Registration Statement filed pursuant to ~~such Demand Request upon providing~~ this Section 2 without the prior written ~~notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes~~ consent of ~~this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose~~ Selling Holders holding a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion Majority of the Registrable Securities ~~with respect~~ covered by such Demand Registration. After the date of this Agreement, the Company shall not enter into any agreement granting any person other than the Holders (an “Other Security Holder”) piggyback registration rights that would permit the Company securities of such Other Security Holder (or such Other Security Holder’s successors or assigns) to be included on a Demand Registration filed pursuant to this Section 2 or granting any Other Security Holder piggyback rights to include such Other Security Holder’s securities, in any registration in which the Holders have the right to include Registrable Securities, on a priority basis more favorable to such Other Security Holder than is provided pursuant to the first paragraph of Section 3(b). Other than the Kojaian Registration Rights Agreement, there are no agreements granting any Other Security Holder the right to include securities in any registration pursuant to this Section 2. (f) If (x) (i) the Selling Holders holding a Majority of the Registrable Securities covered by such Registration Statement, or the Majority Holders, as applicable, consent to the Company or any such Other Security Holder (or such Other Security Holder’s successors or assigns) having the right to have Company securities included on a Registration Statement filed pursuant to this Section 2 or (ii) any Kojaian Holder exercises such Kojaian Holder’s rights under the Kojaian Registration Rights Agreement and elects to have such Kojaian Holder’s securities included in a Registration Statement filed pursuant to this Section 2 and (y) the managing underwriter(s) of the offering advise the Company in writing that in their good faith judgment the aggregate amount of securities, including Registrable Securities, of the Company that the Company, all Holders, all Kojaian Holders and all Other Security Holders have requested ~~inclusion pursuant hereto as~~ to be included in such ~~limitation permits. No shares~~ registration exceeds the maximum number of securities, including Registrable Securities, that can reasonably be expected to be sold in such offering without adversely affecting the success of the offering, then the Company will include the Registrable Securities ~~shall be excluded from the Registration Statement unless all~~ and such other securities in the Demand Registration filed pursuant to this Section 2 in the following order of priority: (i) first, the ~~Corporation (including any securities proposed~~ Registrable Securities requested to be ~~registered~~ included in such registration by the ~~Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall~~ Holders and securities requested to be ~~made~~ included in such registration by the Kojaian Holders pro rata among such Holders ~~seeking~~ and Kojaian Holders on the basis of the aggregate amount of securities owned by each such Holder and such Kojaian Holder, (ii) second, if no Registrable Securities requested to ~~include~~ be included in such ~~shares~~registration by the Holders and no securities requested to be included in such registration by the Kojaian Holders were excluded pursuant to clause (i) of this Section 2(f) and subject to Section 2(e), securities requested to be included in such registration by Other Security Holders (other than Kojaian Holders) pro rata among such Other Security Holders on the basis of the aggregate amount of securities owned by each such Other Security Holders, and (iii) third, the securities the Company proposes to sell; provided, that if such registration contemplates an “over-allotment option” on the part of underwriters, to the extent such over-allotment option is exercised and Holders were excluded from registering any Registrable Securities and/or Kojaian Holders were excluded from registering securities under the Kojaian Registration Rights Agreement pursuant to the priority provisions of this Section 2(f), then the over-allotment option shall be exercised first with respect to such Registrable Securities and securities of such Kojaian Holders and second with respect to securities of Other Security Holders and the Company (subject to Section 2(e), in ~~proportion~~ each case, to the extent of such exclusion). (g) Selling Holders holding a Majority of the Registrable Securities to be included in a Demand Registration pursuant to this Section 2 may, at any time prior to the effective date of the Demand Registration in respect thereof, revoke such request by providing a written notice to the Company to such effect; provided, that any Long-Form Registration shall not be counted towards determining the number of Long-Form Registrations to which the Holders are entitled pursuant to Section 2(a) if the Holders pay the out of pocket expenses incurred by the Company in connection with such ~~shares owned by such Holders~~revoked Long-Form Registration.

Appears in 3 contracts

Sources: Registration Rights Agreement (C-Iii Capital Partners LLC), Registration Rights Agreement (Colony Financial, Inc.), Registration Rights Agreement (Grubb & Ellis Co)

Demand Registrations. ~~Section 3.1 At any time~~ (a) The Holders shall have the right, commencing ~~after~~ on the ~~expiration~~ first anniversary of the ~~Lock-Up Period~~date hereof by written notice (the "Demand Notice") given to the Company, ~~each Holder (a “Demand Holder”) may make a written~~ to request ~~(each a “Demand Request”) for registration~~ the Company to register under and in accordance with the provisions of the Securities Act ~~(a “Demand Registration”) of~~ all or part of the Registrable Securities designated by such Holders (a "Demand Registration"). Upon receipt of any such Demand Notice from any Holder, the Company will promptly notify all other Holders of the receipt of such Demand Notice and allow them the opportunity to include Registrable Securities held by ~~such Holder; provided~~them in the proposed registration by submitting their own Demand Notice. Notwithstanding anything herein to the contrary, ~~however, that~~ the Company shall not be required to honor a request for a Demand Registration if the Registrable Securities requested by the initiating Holders to be so registered ~~shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i)~~ does not constitute at least ~~three percent~~ one million shares (~~3%)~~ or any lesser number constituting all of the ~~shares~~ then-remaining shares) of Common Stock ~~outstanding~~ (subject to adjustment in the event of any reclassification, recapitalization, stock split, combination or exchange of the Common Stock, or any dividend on the Common Stock payable in stock or other securities). The Holders shall not be entitled to make a Demand Notice prior to six months following the last date the Company is required to keep a previously demanded Registration Statement effective pursuant to Section 2(d) hereof. (iib) ~~have an aggregate minimum market value~~ Subject to paragraph (a) above, as soon as practicable, but in any event within 60 days of ~~at least $25,000,000 before calculation~~ the date on which the Company first receives a Demand Notice pursuant to Section 2(a) hereof, the Company shall file with the Commission a Registration Statement on the appropriate form for the registration and sale of ~~underwriting discounts and commissions. Each Demand Request shall specify~~ the total number ~~of shares~~ of Registrable Securities ~~proposed to be sold by~~ specified in such Demand ~~Holder. Section 3.2 Within 15 days after receipt~~ Notice in accordance with the intended method or methods of ~~each~~ distribution specified by the Holders in such Demand ~~Request~~Notice. Subject to paragraph (h) below, the ~~Corporation shall give written notice~~ Company may include in such registration other securities for sale for its own account or for the account of ~~such Demand Request to all non-requesting~~ any other holders of Common Stock ("Other Security Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration"). The ~~Corporation~~ Company shall use ~~its commercially~~ reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable best efforts to cause ~~the same~~ such Registration Statement to be declared effective by the Commission as ~~promptly~~ soon as ~~practicable after such filing. Both~~ reasonably practicable. (c) Subject to Section 2(d), upon the ~~Demand Request~~ occurrence of any event that would cause the Registration Statement (A) to contain a material misstatement or omission or (B) to be not effective and ~~any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion~~ usable for resale of Registrable Securities ~~owned by a Demand Holder~~ during the period that such Registration Statement is required to be effective and usable, the Company shall file an amendment to the Registration Statement as soon as reasonably practicable, in the case of clause (A), correcting any such misstatement or omission and, in the case of either clause (A) or (B), use reasonable best efforts to cause such amendment to be declared effective and such Registration Statement to become usable as soon as reasonably practicable thereafter. (d) The Company agrees to use reasonable best efforts to keep any Registration Statement filed pursuant to this Section 2 continuously effective and usable for the sale of Registrable Securities (i) until 180 days from the date on which the Commission declares such Registration Statement effective, or (ii) until all the Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement, if earlier, in either case as such period may be extended pursuant to this Section 2. Notwithstanding the foregoing, the Company shall have the right to delay the filing of any Registration Statement otherwise required to be prepared and filed by the Company pursuant to this Section 2, or to suspend the use of any Registration Statement, for a ~~Demand Request~~ period not in excess of 90 days (~~including~~ a "Delay Period") if any executive officer of the Company determines that in such executive officer's reasonable judgment and good faith the registration and distribution of the Registrable Securities covered or to be covered by such Registration Statement would materially interfere with any pending financing, acquisition, reorganization or other material transaction involving the Company or any of its subsidiaries or would require disclosure of any other material corporate development that the Company is not otherwise required or prepared to disclose. The Company will promptly give the Holders written notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all such determination and an approximation of ~~its assignees) shall be entitled to deliver no more than two (2) Demand Requests~~the period of the anticipated delay; provided, however, that if the ~~Corporation meets the eligibility requirements for using Form S-3, then this limitation~~ aggregate number of days included in all Delay Periods during any consecutive 12 months shall not ~~apply~~exceed the aggregate of (x) 180 days minus (y) the number of days occurring during all Interruption Periods (as defined in Section 5(o) hereof) during such consecutive 12 months. ~~In addition, no~~ Each Holder agrees to cease all public disposition efforts under such Registration Statement with respect to Registrable Securities held by such Holder immediately upon receipt of notice of the beginning of any Delay Period. The Company shall ~~be entitled~~ provide written notice to ~~deliver a Demand Request within 90 days after~~ the Holders of the end of each Delay Period. The time period for which the Company is required to maintain the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement ~~required~~ referred to above shall be extended by ~~this Section 3 until a date not later than 90~~ the aggregate number of days ~~after~~ of all Delay Periods and Interruption Periods affecting such Registration, and such period and any extension thereof is hereinafter referred to as the ~~Demand Filing Date if:~~"Effectiveness Period." (ae) ~~there is (i) material non-public information regarding the Corporation~~ The Company shall not enter into any agreement granting any Other Security Holder piggyback rights to include such Other Security Holder's securities in any registration in which the ~~Board reasonably determines not~~ Holders have the right to include Registrable Securities on a priority basis more favorable to such Other Security Holder than is provided to the Holders pursuant to Section 3(b). (f) Holders of a majority in number of the Registrable Securities to be included in ~~the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is~~ a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration ~~Statement~~ pursuant to this Section ~~3.5 shall be lifted~~2 may, ~~and~~ at any time prior to the ~~requested Registration Statement shall be filed forthwith, if, (x) in the case~~ effective date of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement ~~filed pursuant to~~ in respect thereof, revoke such ~~Demand Request upon~~ request by providing a written notice to the ~~Corporation~~Company to such effect; ~~if withdrawn~~provided, ~~the Demand Request~~ however, that any such revocation shall be ~~deemed not to have been made for purposes of~~ counted as a demand under this ~~Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A,~~ section if such revocation occurs after the ~~managing underwriter shall impose~~ Company has filed a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holdersregistration statement.

Appears in 3 contracts

Sources: Registration Rights Agreement (Plum Creek Timber Co Inc), Registration Rights Agreement (Pc Advisory Partnters I Lp), Registration Rights Agreement (Plum Creek Timber Co L P)

Demand Registrations. ~~Section 3.1 At~~ If, at any time ~~commencing~~ after one year after a Qualified Initial Public Offering, and subject to Section 10.5, (i) a Limited Partner or any Affiliate of such Limited Partner (including for purposes of this Section 10.1, any Person that is an Affiliate of a Limited Partner at the ~~expiration~~ date hereof notwithstanding that it may later cease to be an Affiliate of such Limited Partner) holds Limited Partnership Interests that it desires to sell and (ii) Rule 144 of the ~~Lock-Up Period~~Securities Act (or any successor rule or regulation to Rule 144) or another exemption from registration is not available to enable such holder of Limited Partnership Interests (each, ~~each Holder (~~a “~~Demand~~ Holder”) ~~may make a written request (each a “Demand Request”) for~~ to dispose of the number of Limited Partnership Interests it desires to sell without registration under the Securities ~~Act (a “Demand Registration”) of all or part~~ Act, then at the option and upon the request of the ~~Registrable Securities held by such~~ Holder~~; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities~~, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request Partnership shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file ~~a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request)~~ with ~~the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by~~ the Commission as promptly as practicable after receiving such ~~filing. Both~~ request, and use all commercially reasonable efforts to cause to become effective and remain effective for a period of not less than 180 days following its effective date or such shorter period as shall terminate when all Limited Partnership Interests covered by such registration statement have been sold, a registration statement under the ~~Demand Request~~ Securities Act registering the offering and ~~any request~~ sale of the number of Limited Partnership Interests specified by the Holder (including Limited Partnership Interests eligible to ~~join in such Demand Request shall~~ be ~~considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder~~ sold pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand RequestsRule 144); provided, however, that the Partnership shall not be required to effect more than two registrations pursuant to Section 10.1 and Section 10.2 at the request of Adena or more than one registration pursuant to Section 10.1 and Section 10.2 at the request of each of Western Pocahontas, Great Northern and New Gauley; provided further, however, that if the ~~Corporation meets~~ General Partner determines that the ~~eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall~~ requested registration would be ~~entitled~~ materially detrimental to ~~deliver a Demand Request within 90 days after~~ the ~~effectiveness of any Registration Statement filed~~ Partnership and its Partners because such registration would (ix) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is materially interfere with a significant ~~business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger~~acquisition, ~~consolidation, tender offer~~ reorganization or other similar ~~transaction~~transaction involving the Partnership, (y) ~~available~~ require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (z) render the Partnership unable to comply with requirements under applicable securities laws, then the ~~Corporation which~~ Partnership shall have the ~~Board reasonably determines~~ right to postpone such requested registration for a period of not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral more than three months after receipt of the ~~filing of a Registration Statement~~ Holder’s request, such right pursuant to this Section ~~3.5 shall~~ 10.1 and Section 10.2 not to be ~~lifted~~utilized more than twice in any twelve-month period. At the Partnership’s election, ~~and~~ the ~~requested Registration Statement shall~~ Partnership may satisfy its obligations under this Section 10.1 with a “shelf” registration statement on an appropriate form under Rule 415 under the Securities Act or any similar rule that may be ~~filed forthwith, if, (x)~~ adopted by the Commission. Except as provided in the ~~case~~ first sentence of ~~a deferral pursuant to clause (a)(i)~~this Section 10.1, the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request Partnership shall be deemed not to have ~~been made for purposes~~ used all commercially reasonable efforts to keep the registration statement effective during the applicable period if it voluntarily takes any action that would result in Holders of Limited Partnership Interests covered thereby not being able to offer and sell such Limited Partnership Interests at any time during such period, unless such action is required by applicable law. In connection with any registration pursuant to the first sentence of this ~~Annex A.~~ Section ~~3.6 If~~10.1, the Partnership shall (i) promptly prepare and file (A) such documents as may be necessary to register or qualify the securities subject to such registration under the securities laws of such states as the Holder shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Partnership would become subject to general service of process or to taxation or qualification to do business as a foreign corporation or partnership doing business in such jurisdiction solely as a result of such registration, and (B) such documents as may be necessary to apply for listing or to list the Limited Partnership Interests subject to such registration on such national securities exchange or national quotation system on which the Limited Partnership Interests are listed or quoted for trading as such Holder shall reasonably request, and (ii) do any and all other acts and things that may be necessary or appropriate to enable the Holder to consummate a public sale of such Limited Partnership Interests in such states. Except as set forth in Section 10.4, all expenses incurred in connection with one and only one registration and offering demanded by Adena pursuant to this Section 10.1 or Section 10.2 (other than the underwriters’ and brokers’ discounts and commissions and fees and disbursements of counsel for the Holders), including without limitation all federal and “blue sky” registration, filing and qualification fees, printer’s and accounting fees, reasonable fees and expenses of counsel to the Partnership (selected by the General Partner) and reasonable road show expenses (including aircraft charter fees (if any) and other travel expenses), shall be paid by the Partnership, without reimbursement by the Holders, it being understood and agreed that thereafter all expenses incurred in connection with any other registration and offering ~~described~~ demanded pursuant to this Section 10.1 or Section 10.2, including without limitation underwriters’ and brokers’ discounts and commissions relating to Limited Partnership Interests included in such registration by each Holder participating in such offering, all federal and “blue sky” registration, filing and qualification fees, printer’s and accounting fees, fees and expenses of counsel for such Holders, reasonable fees and expenses of one counsel to the Partnership (selected by the General Partner), and reasonable road show expenses (including aircraft charter fees (if any) and other travel expenses), shall be borne by the participating Holders. Each Holder participating in the registration and offering pursuant to this Section ~~3.1 of this Annex A, the managing underwriter~~ 10.1 and each Holder participating in such registration and offering pursuant to Section 10.3 shall ~~impose a limitation~~ bear such Holder’s proportionate share (based on the ~~number~~ total amount of ~~shares of Common Stock which may be~~ Limited Partnership Interests included in ~~the Registration Statement because in its judgment,~~ such ~~limitation is necessary to effect an orderly public distribution, then, in the discretion~~ registration) of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all ~~other securities of the Corporation (including any securities proposed to be registered~~ expenses payable by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such participating Holders.

Appears in 3 contracts

Sources: Limited Partnership Agreement (Natural Resource Partners Lp), Contribution Agreement (Natural Resource Partners Lp), Limited Partnership Agreement (Natural Resource Partners Lp)

Demand Registrations. ~~Section 3.1 At~~ (a) Subject to Sections 5.1(c) and (e), 5.2 and 5.4, at any time ~~commencing after~~ and from time to time during the ~~expiration of the Lock-Up~~ Registration Period, ~~each Holder~~ the Shareholder shall have the right by delivering a written notice to the Company (a “Demand ~~Holder~~Notice”) ~~may make a written request (each a “Demand Request”) for registration~~ to require the Company to, pursuant to the terms of this Agreement, use its reasonable best efforts to register under and in accordance with the provisions of the Securities Act a number of Registrable Securities Beneficially Owned by the Shareholder Group and requested by such Demand Notice to be so registered (a “Demand Registration”) having a market value of least $100,000,000.00 in the aggregate as of the trading day immediately prior to the date of delivery of a Demand Notice. A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities. (b) Following receipt of a Demand Notice, the Company shall use its reasonable best efforts to file, as promptly as reasonably practicable, a Registration Statement (including, without limitation, on Form S-3 (or any comparable or successor form or forms or any similar short-form registration) by means of a shelf registration pursuant to Rule 415 under the Securities Act, if so requested by the Shareholder and the Company is then eligible to use such a registration and if there is no then-currently effective shelf registration statement on file with the SEC that would cover all the Registrable Securities requested to be registered) (or ~~part~~ amend an existing Registration Statement if there is a then-effective shelf registration statement on file with the SEC that would cover all the Registrable Securities requested to be registered) relating to the offer and sale of the Registrable Securities ~~held~~ requested to be included therein by the Shareholder and the Company shall use its reasonable best efforts to cause such ~~Holder~~Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof; provided, however, that ~~if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities~~before filing a Registration Statement or Prospectus or any amendments or supplements thereto, the ~~Registrable Securities requested~~ Company shall furnish or otherwise make available to ~~be registered shall~~the Shareholder, on its counsel and the ~~date that the Demand Request is delivered~~managing underwriter(s), ~~(i) constitute at least three percent (3%)~~ if any, copies of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities all such documents proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof filed (including ~~the Holder or Holders making the initial Demand Request~~all exhibits thereto) with the ~~Commission not later than 120 days after receipt~~ SEC reasonably in advance of any filing to permit a reasonable opportunity for the Shareholder, its counsel and the managing underwriter(s) to review and comment in light of the circumstances, and the Company shall in good faith consider any such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Requestcomments. ~~Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder~~ (~~together with all of its assignees~~c) The Shareholder Group shall collectively be entitled to ~~deliver~~ request no more than four (4) Demand Registrations from the Company; provided that in no event shall the Company be required to effect more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of Registrations in any ~~Registration Statement filed~~ eighteen (~~i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights~~18)-month period. ~~Section 3.4 A registration will not count as~~ (d) At any time that a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Requestinvolves an Underwritten Offering, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing Selling Holders holding a majority of the Registrable Securities ~~being registered on the Registration Statement filed pursuant~~ subject to such Demand ~~Request upon providing written notice~~ Registration and the Company shall jointly select nationally recognized and top tier investment banker(s) and/or manager(s) that will serve as managing underwriter(s) (and the Company shall select which such managing underwriters will serve as lead or co-lead) and other underwriter(s) with respect to the ~~Corporation; if withdrawn~~offering of such Registrable Securities. (e) Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to effect, or be obligated to take any action to effect, any registration of Registrable Securities upon receipt of a Demand ~~Request shall~~ Notice pursuant to this Section 5.1 for a period of up to one hundred and twenty (120) days after the effective date of a Company-initiated registration (other than: (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 on any form that does not include substantially the same information as would be ~~deemed not~~ required to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in a registration statement covering the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion sale of the Registrable ~~Securities with respect~~ Securities; or (iii) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); provided that the Company is actively employing in good faith its reasonable best efforts to ~~which~~ cause such ~~Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from~~ registration statement to become effective; and provided further that the ~~Registration Statement unless all other securities of the Corporation~~ Company may not invoke this right more than twice in any eighteen (~~including any securities proposed to be registered by the Corporation for its own account~~18) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holdersmonth period.

Appears in 2 contracts

Sources: Shareholder Agreement (Corning Inc /Ny), Shareholder Agreement (Corning Inc /Ny)

Demand Registrations. ~~Section 3.1 At any time commencing~~ (a) From and after the ~~expiration~~ first anniversary of the ~~Lock~~Closing and until the date on which the Shareholders collectively Beneficially Own less than 5% of the then outstanding Voting Securities, the holders of Registrable Securities shall have the right, by written notice delivered to the Company by or on behalf of the holders of at least fifty-~~Up Period~~one percent (51%) of the outstanding Registrable Securities, ~~each Holder~~ to require the Company to register (a the “Initial Demand ~~Holder~~Registration”) ~~may make a written request (each a “Demand Request”) for registration~~ under the Securities Act up to one hundred percent (a 100%) of the Registrable Securities. The Initial Demand Registration is exercisable once. Subsequent to the Initial Demand Registration, the holders of Registrable Securities then outstanding shall have the right, by written notice delivered to the Company by or on behalf of the holders of at least fifty-one percent (51%) of the remaining Registrable Securities, to require the Company to register (the “Second Demand Registration”) under the Securities Act up to one hundred percent (100%) of ~~all or part of the~~ such remaining Registrable Securities ~~held by such Holder~~as were not sold pursuant to the Initial Demand Registration; provided, however, that if ~~the Registrable Securities requested to be registered shall be less~~ fewer than ~~all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three~~ ten percent (310%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities ~~proposed~~ outstanding immediately prior to ~~be sold by such~~ the effectiveness of the Initial Demand ~~Holder. Section 3.2 Within 15 days after receipt of each Demand Request~~Registration (as adjusted for stock dividends, stock splits and similar transactions) are outstanding at the time, the ~~Corporation shall give written notice~~ holders of such ~~Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders~~ Registrable Securities shall ~~provide written notice~~ not be entitled to the ~~Corporation of their intention to have any or all of their Registrable Securities be included in the~~ Second Demand Registration. The ~~Corporation~~ Second Demand Registration is exercisable once and not prior to six months after the effective date of the Registration Statement filed pursuant to the Initial Demand Registration. The Company shall file each Demand Registration and use its ~~commercially~~ reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable best efforts to cause the same to be declared effective by the ~~Commission as promptly as practicable after such filing. Both~~ SEC within 120 days of the ~~Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion~~ date on which the holders of Registrable Securities ~~owned by a~~ first give the written notice for such Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand RequestsRegistration; provided, however, that if such written notice is given within 270 days of a Public Offering of the ~~Corporation meets~~ Company and the ~~eligibility requirements~~ managing underwriter of the Public Offering advises the Company that effecting the Demand Registration at the time requested would have a material adverse effect on the market for ~~using Form S-3~~the Company’s securities, then ~~this limitation~~ the Company may defer its obligation to file the Demand Registration for such period of time, not extending beyond the 270th day after the Public Offering, as is recommended by such managing underwriter. If any Demand Registration is requested to be a “shelf” registration, the Company shall ~~not apply~~use its reasonable best efforts to keep the Registration Statement filed in respect thereof effective for a period of twelve months from the date on which the SEC declares such Registration Statement effective (subject to extension pursuant to Section 5.2(a)) or such shorter period which will terminate when all Registered Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement. ~~In addition~~Notwithstanding anything herein to the contrary, ~~no Holder shall be entitled~~ the Company may, one time in any 12 month period for up to ~~deliver~~ a maximum of 90 days, delay the filing of any Demand ~~Request within 90 days after~~ Registration, suspend the effectiveness of any Registration Statement ~~filed~~ and/or give a notice for purposes of the last paragraph of Section 5.3, as appropriate, if the Company shall have determined, upon advice of counsel, that it would be required to disclose any significant corporate development which disclosure would have a material effect on the Company, by giving notice in accordance with Section 5.3(c)(7) (i) a “Suspension Period”); provided, that, the period of time which the Demand Registration is required to be effective shall be increased by the ~~Corporation pursuant to an Underwritten Offering by~~ number of days of the ~~Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until~~ Suspension Period if the ~~Registration Statement registering the shares~~ effectiveness of such Demand ~~Request has been declared effective by~~ Registration was suspended, but not beyond eighteen (18) months; and provided, further, that after the ~~Commission (unless~~ termination of the ~~Demand Holder withdraws all of its Registrable Securities and~~ Suspension Period the ~~Corporation has performed its~~ Company shall comply with the obligations ~~hereunder~~ set forth in ~~all material respects, in which case such demand will count as a Demand Registration~~Section 5.3(1). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.

Appears in 2 contracts

Sources: Shareholders' Agreement (Matthews International Corp), Shareholders' Agreement (Schawk Inc)

Demand Registrations. Section 3.1 At any time commencing at least 180 days after the ~~expiration~~ effective date of any registration statement covering the ~~Lock-Up Period~~IPO, each Holder (a “"Demand Holder”") may make a written request (each a “"Demand Request”") for registration under the Securities Act (a “"Demand Registration”") of all or part of the Registrable Securities held by such Holder; provided, however, that ~~if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities,~~ the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least ~~three~~ five percent (35%) of the shares of Common Stock ~~outstanding~~ outstanding, or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of ~~shares of~~ Registrable ~~Securities~~ Shares proposed to be sold by such Demand ~~Holder~~Stockholder. Section 3.2 Within 15 days after receipt of each Demand Request, the ~~Corporation~~ Company shall give written notice of such Demand Request to all non-requesting ~~Holders. Within 30 days after receipt of such notice, the non-requesting~~ Holders ~~shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation~~ and shall use its ~~commercially reasonable~~ best efforts to ~~file a Registration Statement registering~~ cause such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders ~~making~~ giving the initial ~~Demand Request~~notice of intent to offer) to be filed with the Commission not later than 120 days after receipt of ~~such~~ a Demand Request (the “"Demand Filing Date”") and shall use all commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable ~~Securities~~ Shares owned by a Demand Holder pursuant to a Demand Request (including a notice ~~of a non-requesting holder~~ to join in a prior Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the ~~Corporation~~ Company pursuant to an Underwritten Offering by the ~~Corporation~~ Company other than the IPO or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until ~~the Registration Statement registering the shares of such Demand Request~~ it has ~~been declared~~ become effective ~~by the Commission~~ (unless the Demand Holder withdraws all of its Registrable Securities and the ~~Corporation~~ Company has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration); provided, that if, after it has become effective, an offering of Registrable Securities pursuant to a registration is interfered with by any stop order, injunction, or other order or requirement of the Commission or other governmental agency or court, such registration will be deemed not to have been effected and will not count as a Demand Registration. Section 3.5 The ~~Corporation~~ Company may defer the filing (but not the preparation) of a ~~Registration Statement~~ registration statement required by this Section 3 until a date not later than 90 120 days after the Demand Filing Date if: (a) at the time the Company receives the Demand Request, there is (i) material non-public information regarding the ~~Corporation~~ Company which the Board reasonably determines not to be in the ~~Corporation’s~~ Company's best interest to disclose and which the ~~Corporation~~ Company is not otherwise required to ~~disclose~~ disclose, or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the ~~Corporation~~ Company which the Board reasonably determines not to be in the ~~Corporation’s~~ Company's best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the ~~Corporation~~ Company had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a ~~Registration Statement~~ registration statement pursuant to this Section 3.5 shall be lifted, and the requested ~~Registration Statement~~ registration statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the ~~Corporation~~Company, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the ~~Corporation~~ Company or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the ~~Corporation’s~~ Company's account is abandoned. In order to defer the filing of a ~~Registration Statement~~ registration statement pursuant to this Section 3.5, the ~~Corporation~~ Company shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the ~~Corporation~~ Company stating that the ~~Corporation~~ Company is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within ~~twenty (20)~~ 20 days after receiving such certificate, the ~~Demand Request may be withdrawn by those Persons representing~~ holders of a majority of the Registrable Securities ~~being registered on~~ held by the ~~Registration Statement filed pursuant to~~ Demand Holder and for which registration was previously requested may withdraw such Demand Request ~~upon providing~~ by giving written notice to the ~~Corporation~~Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.

Appears in 2 contracts

Sources: Stockholders Agreement (Barnesandnoble Com Inc), Stockholders Agreement (Barnesandnoble Com Inc)

Demand Registrations. ~~Section 3.1 At any time commencing after~~ (a) If the ~~expiration of the Lock-Up Period, each Holder (a “Demand Holder”) may make~~ Company shall receive a written request (~~each a “Demand Request”~~specifying that it is being made pursuant to this Section 3.2) ~~for registration under~~ from the ~~Securities Act (a “Demand Registration”) of all or part of~~ JWC Group Stockholders who together with their Permitted Transferees own in the Registrable Securities held by such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute aggregate at least ~~three~~ ten percent (310%) of the ~~shares~~ Shares (as equitably adjusted to account for stock dividends, stock splits, reverse stock splits or other similar reclassifications) acquired by the JWC Group Stockholders at the time of the closing under the Purchase Agreement (the "Requesting JWC Group Stockholders") that the Company file a registration statement under the 1933 Act, or a similar document pursuant to any other statute then in effect corresponding to the 1933 Act, covering the registration of Common ~~Stock outstanding or~~ Stock, then the Company shall, not later than ninety (ii90) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt by the Company of ~~each Demand Request~~a written request for a demand registration pursuant to this Section 3.2, file a registration statement with the ~~Corporation shall give written notice of~~ SEC relating to such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities ~~be included in~~ as to which such request for a demand registration relates (the ~~Demand Registration. The Corporation~~ "Requested Shares"), and the Company shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable best efforts to cause the ~~same~~ offering of such Requested Shares to be ~~declared effective by~~ registered under the ~~Commission as promptly as practicable after such filing~~1933 Act. ~~Both the Demand Request and any request to join in such Demand Request~~ The Company shall be ~~considered a single Demand Request. Any inclusion~~ obligated to effect only three (3) registrations of Registrable Securities ~~owned by a Demand Holder~~ pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 33.2 and such registrations may be effected no earlier than six (6) months, ~~each Stockholder~~ twelve (~~together with all~~ 12) months or eighteen (18) months, respectively, following completion of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness an initial Public Offering of ~~any Registration Statement filed (i)~~ Common Stock by the ~~Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights~~Company. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) ~~prior~~ If, pursuant to ~~receiving the Demand Request~~Section 3.3, the ~~Board had determined~~ total amount of securities that all Holders and all other holders of securities which have applicable registration rights request to ~~effect~~ be included in an ~~Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement~~ offering made pursuant to this Section ~~3.5 shall be lifted~~3.2 exceeds the amount of securities that the underwriters reasonably believe compatible with the success of the offering, ~~and~~ then the ~~requested Registration Statement shall be filed forthwith~~Company will include in such registration only the number of securities which, ~~if, (x)~~ in the ~~case~~ good faith opinion of ~~a deferral pursuant~~ such underwriters, can be sold, selected from the securities requested to ~~clause (a)(i), the material non-public information is made public~~ be included by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek all Holders and such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation other holders pro rata based on the number of ~~shares~~ securities which each of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holdersthem owns.

Appears in 2 contracts

Sources: Stockholders Agreement (Jillians Entertainment Corp), Stockholders Agreement (Jillians Entertainment Corp)

Demand Registrations. Section 3.1 At any time commencing at least 180 days after the ~~expiration~~ effective date of a registration statement on Form S-1 covering the ~~Lock-Up Period~~IPO, ~~each Holder~~ either CalPERS or Nomura (a “Demand Holder”) may make a written request (~~each~~ a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) of all or part of the Registrable Securities held by such Demand Holder; provided, however, that ~~if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities,~~ the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute in the aggregate at least ~~three~~ 20 percent ~~(3%)~~ of the ~~shares of Common Stock outstanding~~ Registrable Securities then issued and outstanding, or (ii) have an aggregate ~~minimum~~ market value of at least ~~$25,000,000~~ US$15 million before calculation of underwriting discounts and commissions, based on the closing trading price of shares of Common Stock on the date that the Demand Request is delivered. Each Demand Request shall specify the number ~~of shares~~ of Registrable Securities proposed to be sold by such Demand Holder. Notwithstanding any other provisions in this Agreement, the Company shall not be obligated to take any action to effect more than two Demand Registrations pursuant to this Section 3. Section 3.2 Within 15 10 days after receipt of ~~each~~ a Demand Request, the ~~Corporation~~ Company shall give written notice of such Demand Request to all non-requesting ~~Holders. Within 30 days after receipt of such notice, the non-requesting~~ Holders ~~shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation~~ and shall use its ~~commercially reasonable~~ best efforts to ~~file a Registration Statement registering~~ cause such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders ~~making~~ giving the initial ~~Demand Request~~notice of intent to offer) to be included in a registration statement to be filed with the Commission not later than ~~120~~ 60 days after receipt of ~~such~~ a Demand Request (the “Demand Filing Date”) and shall use all commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice ~~of a non-requesting holder~~ to join in a prior Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the ~~Corporation~~ Company pursuant to an Underwritten Offering by the ~~Corporation~~ Company other than the IPO or (ii) on behalf of any Demand Holder or any other holder of ~~demand registration~~ Demand Registration rights, provided that, in the case of clause (ii) the Holders had an opportunity to include Registrable Securities in such Registration Statement. Section 3.4 A registration will not count as a Demand Registration until ~~the Registration Statement registering the shares of such Demand Request~~ it has ~~been declared~~ become effective ~~by the Commission~~ (unless the Demand Holder withdraws all of its Registrable Securities and the ~~Corporation~~ Company has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration); provided, that if, after it has become effective, an offering of Registrable Securities pursuant to a registration is interfered with by any stop order, injunction, or other order or requirement of the Commission or other governmental agency or court, such registration will be deemed not to have been effected and will not count as a Demand Registration. Section 3.5 The ~~Corporation~~ Company may defer the filing ~~(but not the preparation)~~ of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) at the time the Company receives the Demand Request, there is (i) material non-public information regarding the ~~Corporation which~~ Company which, in the judgment of the Board ~~reasonably determines~~ of Directors of the Company, is not ~~to be~~ in the ~~Corporation~~Company’s best interest to disclose and which the ~~Corporation~~ Company is not otherwise required to ~~disclose~~ disclose, or (ii) there is a significant business opportunity (~~including~~ including, but not limited to to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the ~~Corporation which~~ Company which, in the judgment of the Board ~~reasonably determines~~ of Directors of the Company, is not ~~to be~~ in the ~~Corporation~~Company’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board of Directors of the Company had determined to effect an Underwritten ~~Offering and~~ Offering, the ~~Corporation had taken substantial steps and is proceeding~~ Company has determined to proceed with ~~reasonable diligence to effect~~ such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed ~~forthwith~~as promptly as practicable, but in any event within 60 days, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the ~~Corporation~~Company, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the ~~Corporation~~ Company or is terminated, or (z) in the case of a deferral pursuant to clause (b), the ~~proposed registration for the Corporation’s account~~ Company is ~~abandoned~~no longer actively pursuing such public offering. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the ~~Corporation~~ Company shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by ~~an executive~~ a duly authorized officer of the ~~Corporation~~ Company stating that the ~~Corporation~~ Company is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. ~~Within twenty (20) days after receiving such certificate,~~ The Company shall not delay the ~~Demand Request may be withdrawn~~ filing of a Registration Statement pursuant to this Section 3.5 more than once in any 365-day period. The Company shall use all commercially reasonable efforts to cause the filing of a Registration Statement required by ~~those Persons representing a majority~~ this Section 3 as promptly as practicable upon the expiration of the ~~Registrable Securities being registered on~~ deferral period contemplated by this Section 3.5 and to cause the ~~Registration Statement filed pursuant~~ same to be declared effective by the Commission as promptly as practicable after such ~~Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A.~~filing. Section 3.6 ~~If, in connection with any offering described in Section 3.1 of this Annex A,~~ If a Demand Registration involves an Underwritten Offering and the managing underwriter or underwriters shall ~~impose a limitation on~~ advise the Company and the requesting Holders that, in the judgment of such managing underwriter or underwriters, the number of shares of ~~Common Stock which may~~ Registrable Securities requested to be included in such registration (including any shares of Common Stock that the ~~Registration Statement because in its judgment, such limitation is necessary~~ Company proposes to ~~effect an orderly public distribution, then, in~~ be included or are otherwise contractually required to be included that are not Registrable Securities under this Agreement) exceeds the ~~discretion of such managing underwriter~~Maximum Offering Size, the ~~Corporation~~ Company shall include in such ~~Registration Statement only~~ registration, in the priority listed below, up to the Maximum Offering Size: (i) first, all Registrable Securities requested to be registered by the requesting Holders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such ~~portion~~ Holders on the basis of the ~~Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares~~ relative number of Registrable Securities ~~shall~~ or such other shares of Common Stock so requested to be ~~excluded from~~ included in such registration by each such Holder), (ii) second, shares of Common Stock contractually required to be registered for the ~~Registration Statement unless all~~ account of any other ~~securities~~ Persons, including those pursuant to the Partners’ Equity Agreement (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such other Persons on the basis of the ~~Corporation~~ shares of Common Stock so requested to be included in such registration by such other Persons), and (~~including~~ iii) third, any ~~securities~~ shares of Common Stock proposed to be registered by the ~~Corporation~~ Company or any shares of Common Stock proposed, but not contractually required, to be registered for ~~its own account) have been so excluded. Any exclusion~~ the account of ~~Registrable Securities shall be made pro rata~~ any other Persons, with such priorities among ~~such Holders seeking to include such shares, in proportion to~~ them as the ~~number of such shares owned by such Holders~~Company may determine.

Appears in 2 contracts

Sources: Registration Rights Agreement (Thomas Weisel Partners Group, Inc.), Registration Rights Agreement (Thomas Weisel Partners Group, Inc.)

Demand Registrations. ~~Section 3.1 At any time commencing after~~ During the ~~expiration~~ Effective Period, one or more Initiating Holders owning, individually or in the aggregate, at least 10% of the ~~Lock~~Common Stock comprising the Registrable Securities may request in writing, with a copy of such request delivered simultaneously to each non-~~Up Period~~Initiating Holder, ~~each Holder (~~that the Company file a ~~“Demand Holder”) may make a written request (each a “Demand Request”) for registration~~ Registration Statement under the Securities Act (a “Demand Registration”) covering the registration of ~~all or part~~ at least 10% of the Registrable Securities ~~held~~ and the intended plan and method of disposition of such shares. The making of such demand by an Initiating Holder shall be binding upon all Investors with respect to the number of demand registration rights provided for in Section 1(c) hereof. After the date on which the Company receives such ~~Holder~~a request, the Company shall use reasonable best efforts (i) to file a Registration Statement under the Securities Act on the appropriate form therefor (using Form S-3 or other “short form,” if available pursuant to the advice of counsel) covering all of the Registrable Securities specified by the Initiating Holders within 45 days after the date of such request; provided, however, that ~~if the Registrable Securities requested to be registered~~ such 45 day period shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify extended by the number of ~~shares~~ days having elapsed from the time the Company furnishes to the Initiating Holders a reasonably complete draft of ~~Registrable Securities~~ the proposed Registration Statement to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be liftedfiled, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing date on which a majority of the Registrable Securities ~~being registered on~~ to which the proposed Registration Statement ~~filed pursuant~~ relates notifies the Company that such draft is acceptable to such ~~Demand Request upon providing written notice~~ Initiating Holders insofar as the draft of the proposed Registration Statement contains information that relates to them and the intended method or methods of distribution as furnished by them to the ~~Corporation; if withdrawn, the Demand Request shall be deemed not~~ Company and (ii) to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in cause such Registration Statement ~~only~~ to be declared effective as quickly as reasonably possible after the filing referenced in clause (i) above. The Company will keep the Demand Registration current and effective for at least 120 days (such ~~portion~~ 120 day period to be calculated without regard to any Deferral Period), or a shorter period during which the holders of ~~the~~ such demand shall have sold all Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered covered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such HoldersDemand Registration.

Appears in 1 contract

Sources: Registration Rights Agreement (Seitel Management, Inc.)

Demand Registrations. ~~Section 3.1 At any time commencing after~~ (a) The Investors may request the ~~expiration of the Lock-Up Period, each Holder (~~Parent to use commercially reasonable efforts to effect a ~~“Demand Holder”) may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”)~~ Registration of all or part of their Registrable Shares (such Registration being hereinafter referred to as a "Demand Registration") by filing a registration statement under the ~~Registrable~~ U.S. Securities ~~held by~~ Act and a prospectus under Canadian Securities Acts (including, if eligible, a shelf registration statement under Rule 415 of the U.S. Securities Act and a shelf prospectus under National Instrument 44-102 - Shelf Distributions). Any such ~~Holder; provided, however, that if the Registrable Securities requested to be registered~~ request shall be ~~less than all~~ made by notice in writing (a "Demand Registration Request") to the Parent. To the extent such Demand Registration Request seeks to register Common Shares that the Investors have acquired or have the right to acquire upon exchange or conversion of the Purchased Series B Preferred Shares (such Common Shares, "Investor Series B Demand Shares"), within five (5) Business Days after receipt of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Registration Request, the ~~Corporation shall~~ Parent will give written notice of such ~~Demand Request~~ request to the Engaged Capital Investors and, subject to Section 5.2(b), will include in such registration all ~~non-requesting Holders. Within 30 days after receipt~~ Common Shares that the Engaged Capital Investors have acquired or have the right to acquire upon exchange or conversion of the Series B-1 Preferred Shares and Series B-2 Preferred Shares purchased by the Engaged Capital Investors on the date hereof and purchased by the Engaged Capital Investors on the exercise of the Series B-2 Sale Option, respectively, that have not been registered pursuant to a registration statement under the U.S. Securities Act (such ~~notice~~Common Shares, the ~~non-requesting Holders shall provide~~ "Engaged Capital Series B Demand Shares") with respect to which the Parent has received from the Engaged Capital Investors written requests for inclusion within ten (10) Business Days after delivery of the Parent's notice to the ~~Corporation~~ Engaged Capital Investors, specifying the number of ~~their intention~~ Engaged Capital Series B Demand Shares intended to ~~have~~ be registered, provided that such number requested to be registered by the Engaged Capital Investors may not exceed the Engaged Capital Pro Rata Percentage of the number of Investor Series B Demand Shares requested to be registered by the Investors in the Demand Registration Request. Subject to Section 5.2(b), the Parent shall be entitled to include for sale in any prospectus or registration statement filed pursuant to a Demand Registration any securities of the Parent to be sold by the Parent for its own account. (b) If the lead underwriter or underwriters in any underwritten Demand Registration advise the Parent in writing that the inclusion of all ~~of their Registrable Securities~~ the securities requested to be included in a Demand Registration, including securities offered by the Parent for its own account, as applicable, may have a material adverse effect on the distribution or sales price of the securities being offered by the Parent unless the number of such securities is reduced (such reduced offering size, the "Maximum Offering Size"), the Parent will include in such registration, in the priority listed below, in the aggregate up to the Maximum Offering Size: first, all Registrable Shares requested to be registered in the Demand ~~Registration~~Registration by the Investors, second, the Engaged Capital Series B Demand Shares requested to be registered by the Engaged Capital Investors, and third, securities offered by the Parent for its own account. The ~~Corporation~~ Parent shall as soon as practical, and in any event within 65 days, in the case of a registration statement to be filed on Form S-1, and 45 days, in the case of a registration statement to be filed on Form S-3 or a prospectus to be filed under Canadian Securities Acts, of receipt of a Demand Registration Request, file a registration statement covering all of the Registrable Shares that the Investors requested to be registered and, as applicable, the Engaged Capital Series B Demand Shares requested to be registered, and, as applicable, any securities offered by the Parent for its own account, and use its commercially reasonable efforts to ~~file a Registration Statement registering~~ cause such ~~of the Registrable Securities~~ registration statement to become effective as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission soon as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Requestpracticable. ~~Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder~~ (~~together with all of its assignees~~c) The Parent shall not be ~~entitled~~ obliged to ~~deliver no~~ effect: (i) more than an aggregate of two Demand Registrations in any one 12-month period (~~2) Demand Requests;~~ provided, however, that ~~if the Corporation meets the eligibility requirements for using Form S-3, then this limitation~~ a registration shall not ~~apply. In addition, no Holder shall~~ be ~~entitled to deliver a Demand Request within 90 days after~~ deemed "effected" for purposes of this section until such time as the ~~effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand~~ applicable registration ~~rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request~~ statement has been declared effective by the ~~Commission (unless the Demand Holder withdraws all of its Registrable Securities~~ SEC and the ~~Corporation~~ applicable final prospectus has ~~performed its obligations hereunder in all material respects, in which case such demand will count as~~ been receipted by the relevant Canadian Securities Commission); (ii) a Demand ~~Registration). Section 3.5 The Corporation may defer~~ Registration in the event the Parent determines in good faith that either (A) the effect of the filing ~~(but not the preparation)~~ of a ~~Registration Statement required by this Section 3 until~~ prospectus or registration statement could impede the ability of the Parent to consummate a ~~date not later than 90 days after the Demand Filing Date if:~~ significant transaction (aincluding, without limitation, a financing, an acquisition, a restructuring or a merger) or proceed with negotiations or discussions in relation thereto, or (B) there ~~is (i)~~ exists at the time material non-public information ~~regarding~~ relating to the ~~Corporation~~ Parent or its subsidiaries the disclosure of which the ~~Board reasonably determines not to~~ Parent believes would be ~~in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited~~ materially adverse to the ~~acquisition or disposition~~ Parent and its subsidiaries, taken as a whole; in which case the Parent's obligations under this Section 5.2 shall be deferred for a period of ~~assets (other~~ not more than in 90 days from the ~~ordinary course~~ date of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving receipt of the Demand ~~Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral~~ Registration Request of the ~~filing of a Registration Statement pursuant to this Section 3.5~~ Investors, provided that the Parent shall not be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order permitted to defer the filing of a ~~Registration Statement pursuant to~~ prospectus under this Section ~~3.5, the Corporation shall promptly (but~~ 5.2 more than two times in any ~~event within 10 days), upon determining~~ 12-month period; (iii) a Demand Registration in respect of a number of Registrable Shares that is expected to ~~seek such deferral, deliver to each~~ result in gross proceeds of less than $20 million; or (iv) a Demand ~~Holder~~ Registration before the 90th day following the date on which (A) a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice receipt was issued to the ~~Corporation; if withdrawn~~Parent with respect to any final prospectus filed by the Parent or (B) a registration statement filed by the Parent became effective. (d) The Investors may request the Parent to use commercially reasonable efforts to effect a shelf registration statement or file and obtain a receipt for a shelf prospectus, ~~the~~ which registration statement or prospectus contemplates sales or distributions of Registrable Shares, provided that any such request shall not constitute a Demand ~~Request shall be deemed not to have been made~~ Registration, unless accompanied by a Demand Registration Request. (e) The lead underwriter or underwriters for ~~purposes of this Annex A. Section 3.6 If,~~ any offering in connection with ~~any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose~~ a ~~limitation on the number of shares of Common Stock which may be included in the~~ Demand Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be ~~excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered~~ selected by the ~~Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities~~ Investors and shall be ~~made pro rata among such Holders seeking to include such shares, in proportion~~ reasonably acceptable to the ~~number of such shares owned by such Holders~~Parent.

Appears in 1 contract

Sources: Investor Rights Agreement (SunOpta Inc.)

Demand Registrations. ~~Section 3.1 At~~ If, at any time ~~commencing~~ after one year after a Qualified Initial Public Offering, and subject to Section 10.5, (i) a Limited Partner or any Affiliate of such Limited Partner (including for purposes of this Section 10.1, any Person that is an Affiliate of a Limited Partner at the ~~expiration~~ date hereof notwithstanding that it may later cease to be an Affiliate of such Limited Partner) holds Limited Partnership Interests that it desires to sell and (ii) Rule 144 of the ~~Lock-Up Period~~Securities Act (or any successor rule or regulation to Rule 144) or another exemption from registration is not available to enable such holder of Limited Partnership Interests (each, ~~each Holder (~~a “~~Demand~~ Holder”) ~~may make a written request (each a “Demand Request”) for~~ to dispose of the number of Limited Partnership Interests it desires to sell without registration under the Securities ~~Act (a “Demand Registration”) of all or part~~ Act, then at the option and upon the request of the ~~Registrable Securities held by such~~ Holder~~; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities~~, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request Partnership shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file ~~a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request)~~ with ~~the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by~~ the Commission as promptly as practicable after receiving such ~~filing. Both~~ request, and use all commercially reasonable efforts to cause to become effective and remain effective for a period of not less than 180 days following its effective date or such shorter period as shall terminate when all Limited Partnership Interests covered by such registration statement have been sold, a registration statement under the ~~Demand Request~~ Securities Act registering the offering and ~~any request~~ sale of the number of Limited Partnership Interests specified by the Holder (including Limited Partnership Interests eligible to ~~join in such Demand Request shall~~ be ~~considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder~~ sold pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand RequestsRule 144); provided, however, that the Partnership shall not be required to effect more than two registrations pursuant to Section 10.1 and Section 10.2 at the request of Adena or more than one registration pursuant to Section 10.1 and Section 10.2 at the request of each of Western Pocahontas and Great Northern; provided further, however, that if the ~~Corporation meets~~ General Partner determines that the ~~eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall~~ requested registration would be ~~entitled~~ materially detrimental to ~~deliver a Demand Request within 90 days after~~ the ~~effectiveness of any Registration Statement filed~~ Partnership and its Partners because such registration would (ix) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is materially interfere with a significant ~~business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger~~acquisition, ~~consolidation, tender offer~~ reorganization or other similar ~~transaction~~transaction involving the Partnership, (y) ~~available~~ require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (z) render the Partnership unable to comply with requirements under applicable securities laws, then the ~~Corporation which~~ Partnership shall have the ~~Board reasonably determines~~ right to postpone such requested registration for a period of not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral more than three months after receipt of the ~~filing of a Registration Statement~~ Holder’s request, such right pursuant to this Section ~~3.5 shall~~ 10.1 and Section 10.2 not to be ~~lifted~~utilized more than twice in any twelve-month period. At the Partnership’s election, ~~and~~ the ~~requested Registration Statement shall~~ Partnership may satisfy its obligations under this Section 10.1 with a “shelf” registration statement on an appropriate form under Rule 415 under the Securities Act or any similar rule that may be ~~filed forthwith, if, (x)~~ adopted by the Commission. Except as provided in the ~~case~~ first sentence of ~~a deferral pursuant to clause (a)(i)~~this Section 10.1, the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request Partnership shall be deemed not to have ~~been made for purposes~~ used all commercially reasonable efforts to keep the registration statement effective during the applicable period if it voluntarily takes any action that would result in Holders of Limited Partnership Interests covered thereby not being able to offer and sell such Limited Partnership Interests at any time during such period, unless such action is required by applicable law. In connection with any registration pursuant to the first sentence of this ~~Annex A.~~ Section ~~3.6 If~~10.1, the Partnership shall (i) promptly prepare and file (A) such documents as may be necessary to register or qualify the securities subject to such registration under the securities laws of such states as the Holder shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Partnership would become subject to general service of process or to taxation or qualification to do business as a foreign corporation or partnership doing business in such jurisdiction solely as a result of such registration, and (B) such documents as may be necessary to apply for listing or to list the Limited Partnership Interests subject to such registration on such national securities exchange or national quotation system on which the Limited Partnership Interests are listed or quoted for trading as such Holder shall reasonably request, and (ii) do any and all other acts and things that may be necessary or appropriate to enable the Holder to consummate a public sale of such Limited Partnership Interests in such states. Except as set forth in Section 10.4, all expenses incurred in connection with one and only one registration and offering demanded by Adena pursuant to this Section 10.1 or Section 10.2 (other than the underwriters’ and brokers’ discounts and commissions and fees and disbursements of counsel for the Holders), including without limitation all federal and “blue sky” registration, filing and qualification fees, printer’s and accounting fees, reasonable fees and expenses of counsel to the Partnership (selected by the General Partner) and reasonable road show expenses (including aircraft charter fees (if any) and other travel expenses), shall be paid by the Partnership, without reimbursement by the Holders, it being understood and agreed that thereafter all expenses incurred in connection with any other registration and offering ~~described~~ demanded pursuant to this Section 10.1 or Section 10.2, including without limitation underwriters’ and brokers’ discounts and commissions relating to Limited Partnership Interests included in such registration by each Holder participating in such offering, all federal and “blue sky” registration, filing and qualification fees, printer’s and accounting fees, fees and expenses of counsel for such Holders, reasonable fees and expenses of one counsel to the Partnership (selected by the General Partner), and reasonable road show expenses (including aircraft charter fees (if any) and other travel expenses), shall be borne by the participating Holders. Each Holder participating in the registration and offering pursuant to this Section ~~3.1 of this Annex A, the managing underwriter~~ 10.1 and each Holder participating in such registration and offering pursuant to Section 10.3 shall ~~impose a limitation~~ bear such Holder’s proportionate share (based on the ~~number~~ total amount of ~~shares of Common Stock which may be~~ Limited Partnership Interests included in ~~the Registration Statement because in its judgment,~~ such ~~limitation is necessary to effect an orderly public distribution, then, in the discretion~~ registration) of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all ~~other securities of the Corporation (including any securities proposed to be registered~~ expenses payable by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such participating Holders.

Appears in 1 contract

Sources: Limited Partnership Agreement (Natural Resource Partners Lp)

Demand Registrations. Section 3.1 ~~At any~~ Each Holder may, from time ~~commencing after the expiration of the Lock-Up Period~~to time, ~~each Holder (a “Demand Holder”) may~~ make a written request (each a ~~“Demand Request”~~"DEMAND REQUEST") for registration under the Securities Act (a ~~“Demand Registration”~~"DEMAND REGISTRATION") of all or part of the Registrable Securities held by such ~~Holder~~Holder (with respect to any Demand Request, a Holder making the initial demand for registration is herein referred to as the "INITIATING DEMAND HOLDER" and, together with any Other Demand Holders (as defined in Section 3.2), is herein referred to as the "DEMAND HOLDERS"); provided, however, that ~~if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities,~~ the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least ~~three~~ one percent (31%) of the shares of Common Stock outstanding, which shall include all shares of Common Stock issuable upon conversion or exchange of all then outstanding Preferred Stock, or (ii) have an aggregate minimum market value of at least $~~25,000,000~~ 50,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number ~~of shares~~ of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the ~~Corporation~~ Company shall give written notice (the "DEMAND EXERCISE NOTICE") of such Demand Request to all ~~non-requesting Holders~~Holders of Registrable Securities. ~~Within~~ The Company shall include in a Demand Registration (i) the Registrable Securities of the Initiating Demand Holder and (ii) the Registrable Securities of any other Holder (collectively, the "OTHER DEMAND HOLDERS") that shall have made a written request to the Company for inclusion thereof in such registration (which request shall specify the number of Registrable Securities proposed to be sold by such Other Demand Holder) within 30 days after the receipt of ~~such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in~~ the Demand ~~Registration~~Exercise Notice. The ~~Corporation~~ Company shall use its ~~commercially reasonable~~ best efforts to ~~file~~ cause a Registration Statement ~~registering~~ covering such of the Registrable Securities as may be requested by any Demand Holders thereof ~~(including the Holder or Holders making the initial Demand Request)~~ to be filed with the Commission not later than 120 days after receipt of ~~such~~ a Demand Request (the ~~“Demand Filing Date”~~"DEMAND FILING DATE") and shall use all commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request by an Other Demand Holder to join in such Demand Request pursuant to this Section 3.2 shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the ~~Corporation~~ Company pursuant to an Underwritten Offering by the ~~Corporation~~ Company or (ii) on behalf of any Demand Holder or any other ~~holder~~ Holder of demand registration ~~rights~~rights with respect to the Common Stock. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The ~~Corporation~~ Company may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 120 days after the Demand Filing Date if: (a) at the time the Company receives the Demand Request, there is (i) material non-public information regarding the ~~Corporation~~ Company which the Board reasonably determines not to be in the ~~Corporation’s~~ Company's best interest to disclose and which the ~~Corporation~~ Company is not otherwise required to ~~disclose~~ disclose, or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the ~~Corporation~~ Company which the Board reasonably determines not to be in the ~~Corporation’s~~ Company's best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the ~~Corporation~~ Company had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed ~~forthwith~~promptly, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the ~~Corporation~~Company, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the ~~Corporation~~ Company or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the ~~Corporation’s~~ Company's account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the ~~Corporation~~ Company shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the ~~Corporation~~ Company stating that the ~~Corporation~~ Company is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within ~~twenty (20)~~ 20 days after receiving such certificate, the ~~Demand Request may be withdrawn by those Persons representing~~ holders of a majority of the Registrable Securities ~~being registered on~~ held by the ~~Registration Statement filed pursuant to~~ Demand Holders for which registration was previously requested may withdraw such Demand Request ~~upon providing~~ by giving written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such HoldersCompany.

Appears in 1 contract

Sources: Registration Rights Agreement (America Online Latin America Inc)

Demand Registrations. ~~Section 3.1~~ (a) At any time ~~commencing after~~ beginning on the ~~expiration~~ 120th day following the closing of the ~~Lock-Up Period~~Merger Agreement, ~~each Holder (~~but only if the Company has not filed a ~~“Demand Holder”) may make a written~~ Registration Statement prior thereto with respect to which the Lifted Owner was granted piggyback registration rights pursuant to Section 3 and was permitted to include for registration thereon all of the Registerable Securities, upon the request ~~(each a “Demand Request”) for~~ of the Lifted Owner, the Holders of Registerable Securities shall have the right to request registration under the Securities Act of all or any portion of their Registerable Securities pursuant to a Registration Statement on Form S-1 or any similar long-form Registration Statement (a “Long-Form Registration”) or, if eligible, Form S-3 (a “Short-Form Registration” and, together with each Long-Form Registration and Shelf Registration (as defined below), a “Demand Registration”) of all or part of the Registrable Securities held by such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions). Each ~~Demand Request~~ request for a Long-Form Registration or Short-Form Registration shall specify the number of ~~shares of Registrable~~ Registerable Securities ~~proposed~~ requested to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than ten (10) days following receipt thereof) deliver notice of such request to all other Holders of Registerable Securities who shall then have ten (10) days from the date such notice is 106364262.v3 given to notify the Company in writing of their desire to be included in such registration. The ~~Corporation~~ Company shall prepare and file with (or confidentially submit to) the Securities and Exchange Commission (the “Commission”) SEC a Registration Statement on Form S-1 or Form S-3 (as applicable) or any successor form thereto covering all of the Registerable Securities that the Holders thereof have requested to be included in such Demand Registration as promptly as practicable following the date such initial request is given and shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable good faith efforts to cause ~~the same~~ such Registration Statement to be declared effective by the ~~Commission~~ SEC as ~~promptly~~ soon as practicable ~~after such filing~~thereafter. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) The Lifted Owner shall be entitled to ~~deliver~~ no more than ~~two~~ one (21) Demand ~~Requests~~Registration in any twelve (12) month period pursuant to this Section 2 and three (3) Demand Registrations pursuant to this Section 2 in the aggregate. (b) The Company may postpone for up to 180 days the filing or effectiveness of a Registration Statement for a Demand Registration if the Board determines in its reasonable good faith judgment that such Demand Registration would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, provided, ~~however,~~ that if in such event the ~~Corporation meets~~ Holders of a majority of the ~~eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder~~ Registerable Securities initiating such Demand Registration shall be entitled to ~~deliver~~ withdraw such request and, if such request for a Demand ~~Request within 90 days after the effectiveness of any~~ Registration ~~Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any~~ is withdrawn, such Demand ~~Holder or any other holder of demand registration rights. Section 3.4 A registration will~~ Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses in connection with such registration. The Company may delay a Demand Registration ~~until~~ hereunder only once in any period of 12 consecutive months. Notwithstanding anything to the contrary herein, no Demand Registration ~~Statement registering~~ shall be required where in the ~~shares~~ judgment of ~~such Demand Request has been declared effective~~ the Company, its legal counsel, and/or SEC guidance and comments the registration would be deemed a primary offering pursuant to Securities Act Rule 415, which is interpreted by the ~~Commission~~ SEC staff to prohibit registrations of stock for resale where the seller is deemed to be engaged in a primary offering of behalf of the issuer. (~~unless~~ c) The Company shall not include in any Demand Registration any securities which are not Registerable Securities without the ~~Demand Holder withdraws all~~ prior written consent of ~~its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects~~Lifted Holder, in which ~~case such demand will count as~~ consent shall not be unreasonably withheld or delayed. If a Demand ~~Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a~~ Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose involves an underwritten offering and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter ~~shall impose a limitation on~~ of the requested Demand Registration advises the Company and the holders of Registerable Securities in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in the Demand Registration exceeds the number of shares of Common Stock which ~~may~~ can be sold in such underwritten offering and/or the number of shares of Common Stock proposed to be included in such Demand Registration would adversely affect the ~~Registration Statement because~~ price per share of the Common Stock proposed to be sold in ~~its judgment,~~ such ~~limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter~~underwritten offering, the ~~Corporation~~ Company shall include in such Demand Registration ~~Statement only such portion of~~ (i) first, the ~~Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No~~ shares of ~~Registrable Securities shall be excluded from~~ Common Stock that Lifted Holder proposes to sell, and (ii) second, the ~~Registration Statement unless all other securities~~ shares of ~~the Corporation (including any securities~~ Common Stock proposed to be ~~registered~~ included therein by any other Persons (including shares of Common Stock to be sold for the account of the Company and/or other holders of Common Stock) allocated among such Persons in such manner as they may agree. (d) Notwithstanding anything to the contrary herein, the Company is not required to register Securities reasonably deemed by the ~~Corporation for its own account) have been so excluded. Any exclusion~~ Company’s securities counsel or by the staff of ~~Registrable~~ the 106364262.v3 U.S. Securities ~~shall~~ and Exchange Commission to be ~~made pro rata among such Holders seeking~~ a “primary offering” not qualifying as a secondary offering pursuant to ~~include such shares, in proportion to the number of such shares owned by such Holders~~Securities Act Rule 415(a)(1)(i).

Appears in 1 contract

Sources: Registration Rights Agreement (Acquired Sales Corp)

Demand Registrations. ~~Section 3.1 At any time commencing after~~ (i) As soon as practicable but no later than thirty (30) calendar days following the ~~expiration~~ closing of the ~~Lock-Up Period~~Mergers (the “Filing Date”), ~~each Holder (~~PubCo shall prepare and file with the SEC a ~~“Demand Holder”) may make a written request (each a “Demand Request”) for~~ shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “~~Demand Registration~~Shelf Registration Statement”) covering the resale of all ~~or part of~~ the Registrable Securities and all the Common Stock and Common Stock Equivalents of PubCo held by the Other PubCo Shareholders (in each case, determined as of two business days prior to such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, filing) on ~~the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding~~ a delayed or ~~(ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts~~ continuous basis and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to ~~file a~~ have such Shelf Registration Statement ~~registering~~ declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the Commission notifies PubCo that it will “review” the Shelf Registration Statement and (y) the third (3rd) business day after the date PubCo is notified in writing by the SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities and Common Stock and Common Stock Equivalents of PubCo included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder or Other PubCo Shareholders named therein. PubCo shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be ~~requested~~ necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders and Other PubCo Shareholders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as (i)(i) there are no longer any Registrable Securities and (ii) no Other PubCo Shareholders hold any Common Stock or Common Stock Equivalents of PubCo held by such Other PubCo Shareholders on the date hereof. In the event PubCo files a Shelf Registration Statement on Form S-1, PubCo shall use its commercially reasonable efforts to convert such Shelf Registration Statement to a Shelf Registration Statement on Form S-3 as soon as practicable after PubCo is eligible to use Form S-3. (ii) Subject to Section 2.1(c) and the provisions below with respect to the Minimum Threshold, following the expiration of any applicable lock-up period (or other contractual limitation on the ability to sell shares), each Holder (or Holders) shall have the right at any time and from time to time to elect to sell all or any part of its Registrable Securities pursuant to an underwritten offering pursuant to the Shelf Registration Statement by delivering a written request therefor to PubCo specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof. The Holder or Holders ~~thereof~~ shall make such election by delivering to PubCo a written request (~~including~~ a “Shelf Underwriting Request”) for such underwritten offering specifying the number of Registrable Securities that the Holder or Holders desire to sell pursuant to such underwritten offering (the “Shelf Underwriting”). With respect to any Shelf Underwriting Request, the Holder or Holders making ~~the initial Demand Request) with the Commission not later than 120 days after receipt of~~ such ~~Demand Request (~~demand shall be referred to as the “~~Demand Filing Date~~Shelf Underwriting Initiating Holders”~~) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as~~ . As promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3practicable, ~~each Stockholder (together with all of its assignees) shall be entitled to deliver~~ but no ~~more~~ later than two (2) ~~Demand Requests; provided~~Business Days after receipt of a Shelf Underwriting Request, ~~however~~PubCo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“Shelf Registrable Securities”). PubCo, ~~that if~~ subject to Sections 2.3 and 2.6, shall include in such Shelf Underwriting (x) the ~~Corporation meets~~ Registrable Securities of the ~~eligibility requirements~~ Shelf Underwriting Initiating Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to PubCo for ~~using Form S-3, then this limitation~~ inclusion in such Shelf Underwriting (which request shall ~~not apply. In addition, no Holder shall~~ specify the maximum number of Shelf Registrable Securities intended to be ~~entitled to deliver a Demand Request~~ disposed of by such Holder) within 90 five (5) days after the ~~effectiveness~~ receipt of the Shelf Underwriting Notice. PubCo shall, as expeditiously as possible (and in any event within fifteen (15) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.1(b), use its reasonable best efforts to effect such Shelf Underwriting. PubCo shall, at the request of any Shelf Underwriting Initiating Holder or any other Holder of Registrable Securities registered on such Shelf Registration Statement, file any prospectus supplement or, if the applicable Shelf Registration Statement ~~filed~~ is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Shelf Underwriting Initiating Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Notwithstanding anything to the contrary in this Section 2.1(a)(ii), each Shelf Underwriting initiated by Shelf Underwriting Initiating Holders that do not include the Sponsor must include, in the aggregate, Registrable Securities having an aggregate market value of at least the Minimum Threshold (based on the Registrable Securities included in such Shelf Underwriting by all Participating Holders) and each Shelf Underwriting initiated by the Sponsor must include, in the aggregate, (i) ~~by the Corporation pursuant to~~ Registrable Securities having an ~~Underwritten Offering by the Corporation~~ aggregate market value of at least $25 million or (ii) ~~on behalf~~ the majority of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective Registrable Securities held by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity Sponsor Group. In connection with any Shelf Underwriting (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(iBlock Trade), PubCo shall have the ~~material non-public information is made public by~~ right to designate the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to Manager and each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, other managing underwriter in connection with any ~~offering described~~ such Shelf Underwriting or Underwritten Block Trade, subject to Shelf Underwriting Initiating Holders’ reasonable approval. If the Shelf Underwriting involves Registrable Securities having an aggregate market value in ~~Section 3.1~~ excess of ~~this Annex A~~$50 mililon, ~~the managing underwriter shall impose a limitation on the number~~ PubCo will use its reasonable efforts to make available senior executives of ~~shares of Common Stock which~~ PubCo to participate in customary “road show” presentations that may be ~~included~~ reasonably requested by the Underwriter in any Underwritten Offering. Notwithstanding the foregoing, if a Shelf Underwriting Initiating Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively, “Underwritten Block Trade”) off of a Shelf Registration ~~Statement because in its judgment~~Statement, then notwithstanding the foregoing time periods, such ~~limitation is necessary~~ Shelf Underwriting Initiating Holder only needs to ~~effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion~~ notify PubCo of the ~~Registrable Securities with respect~~ Underwritten Block Trade two (2) Business Days prior to ~~which~~ the day such offering is to commence and the Holders ~~have requested inclusion pursuant hereto as such limitation permits. No shares~~ of record of other Registrable Securities shall not be ~~excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed~~ entitled to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number notice of such ~~shares owned by~~ Underwritten Block Trade and shall not be entitled to participate in such ~~Holders~~Underwritten Block Trade.

Appears in 1 contract

Sources: Registration Rights Agreement (Cantor Equity Partners II, Inc.)

Demand Registrations. ~~Section 3.1~~ (a) At any time ~~commencing~~ and from time to time after the ~~expiration~~ first underwritten public offering of shares of Common Stock by Lehman and/or the ~~Lock-Up Period~~Other Lehman Entities, ~~each Holder (a “Demand Holder”)~~ Lehman may make a written ~~request (each a “Demand Request”)~~ re▇▇▇▇▇ for registration ~~under the Securities Act (a “Demand Registration”)~~ u▇▇▇▇ ▇he Securiti▇▇ ▇▇▇ of all or part of its and/or the Other Lehman Entities' Registrable Securities ~~held by~~ (a "Demand Registration"); pr▇▇▇▇▇▇ that such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify request specifies the number of shares of Registrable Securities proposed to be sold ~~by such Demand Holder~~and the intended method of disposition thereof. ~~Section 3.2 Within 15 days after receipt of each~~ (b) The Company shall not be required to effect more than three Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder Registrations pursuant to ~~a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request~~this Section 2.1. ~~Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder~~ (~~together with all of its assignees~~c) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the ~~Registration Statement registering~~ registration statement has become effective under the ~~shares~~ Securities Act and shall have remained or been effective for a period of 90 days in the aggregate or such lesser period as may be necessary to permit the sale of all Registrable Securities registered in connection with such Demand Registration. (d) If Lehman so elects, the offering of such Registrable Securities pursuan▇ ▇▇ ▇uch Demand ~~Request~~ Registration shall be in the form of an underwritten offering. Lehman, in consultation with the Company, shall select one or more na▇▇▇▇▇▇ly recognized firms of investment bankers to act as the book-managing, lead-managing and co-managing Underwriter or Underwriters in connection with such offering and any additional investment bankers and managers to be used in connection with the offering. (e) If at the time of any request to register Registrable Securities pursuant to Section 2.1, the Company is engaged, or has plans (which have been ~~declared effective~~ or are reasonably expected to be approved by the ~~Commission (unless~~ Board of Directors within 30 days) to engage within 90 days of the ~~Demand Holder withdraws all~~ time of ~~its~~ the request in a registered public offering as to which the Stockholders may include such Registrable Securities ~~and the Corporation has performed its obligations hereunder~~ pursuant to Section 2.2 hereof, or is engaged in ~~all material respects~~any activity which, in ~~which~~ the good faith determination of the Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of 180 days from the effective date of such offering, or in the case of such ~~demand will count as a Demand Registration). Section 3.5 The Corporation may defer~~ other material activity, the ~~filing (but not the preparation)~~ lesser of ~~a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is~~ (i) ~~material non-public information regarding~~ 180 days from the ~~Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose~~ date of such request for registration or (ii) ~~there is~~ such time when the registration would not adversely affect such activity of the Company, such right to delay a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not request to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public exercised by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in Company not more than once within any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holderstwelve-month period.

Appears in 1 contract

Sources: Registration Rights Agreement (Peabody Energy Corp)

Demand Registrations. ~~Section 3.1 At any time commencing after~~ (a) (i) As soon as practicable but no later than thirty (30) calendar days following the ~~expiration~~ closing of the ~~Lock-Up Period~~Merger (the “Filing Date”), ~~each Holder (~~the Company shall prepare and file with the SEC a ~~“Demand Holder”) may make a written request (each a “Demand Request”) for~~ shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “~~Demand Registration~~Shelf Registration Statement”) covering the resale of all ~~or part of~~ the Registrable Securities ~~held by~~ (determined as of two business days prior to such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, filing) on ~~the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding~~ a delayed or ~~(ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts~~ continuous basis and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to ~~file a~~ have such Shelf declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the Commission notifies the Company that it will “review” the Shelf Registration Statement ~~registering~~ and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be ~~requested by any~~ necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders ~~thereof (including the Holder or Holders making the initial Demand Request)~~ named therein to sell their Registrable Securities included therein and in compliance with the ~~Commission not later than 120 days after receipt~~ provisions of the Securities Act until such ~~Demand Request (~~time as there are no longer any Registrable Securities. In the ~~“Demand Filing Date”) and~~ event the Company files a Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to ~~cause the same~~ convert such Shelf Registration Statement to ~~be declared effective by the Commission~~ a Shelf Registration Statement on Form S-3 as ~~promptly~~ soon as practicable after ~~such filing. Both~~ the ~~Demand Request and any request~~ Company is eligible to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using use Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.

Appears in 1 contract

Sources: Registration Rights Agreement (Isos Acquisition Corp.)

Demand Registrations. ~~Section 3.1~~ At any time ~~commencing~~ after 180 days after the ~~expiration~~ IPO Date relating to the Initial Public Offering of the ~~Lock-Up Period~~issuer of Registrable Securities, ~~each Holder~~ the GC Industrial Member or its designees will have the right to request registration of such Registrable Securities (~~a “Demand Holder”) may make a written request (each a “Demand Request”) for registration~~ which may, at such Holders’ request, be shelf registrations pursuant to Rule 415 promulgated under the Securities ~~Act (a “Demand Registration”)~~ Act), which request or requests will specify the number of ~~all or part of the~~ Registrable Securities ~~held by~~ intended to be Transferred and the Holders thereof and the intended method of distribution of such ~~Holder~~Registrable Securities; provided, however, that ~~if the~~ Holders may not request registration of Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have having an aggregate ~~minimum market value of at least $25,000,000 before calculation of underwriting~~ gross offering price (not taking into account underwriters discounts and commissions) of less than $25 million. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after Upon receipt of such ~~notice~~request, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall Company will use its ~~commercially~~ reasonable best efforts to ~~file a Registration Statement registering such~~ promptly effect the registration under the Securities Act of the Registrable Securities ~~as may be~~ so requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requestsregistered; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration Company will not ~~count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been~~ be required to prepare and file more than five registration statements which actually become or are declared effective by the ~~Commission (unless~~ SEC at the ~~Demand Holder withdraws all~~ request of ~~its~~ the GC Industrial Member. Notwithstanding the foregoing, the Company may delay the filing or effectiveness of any registration of Registrable Securities ~~and~~ pursuant to this Section 11.04(d) for a period of not more than 180 days if at the ~~Corporation~~ time of such request (x) the Company is engaged, or has ~~performed its obligations hereunder in all material respects~~fixed plans to engage within 180 days following receipt of such request, in a firm commitment underwritten public offering of Registrable Securities in which ~~case such demand~~ the Holders of Registrable Securities have been or will ~~count as a Demand Registration). Section 3.5 The Corporation may defer~~ be permitted to include all the ~~filing (but not the preparation) of a Registration Statement required by~~ Registrable Securities so requested to be registered pursuant to this Section ~~3 until a date not later than 90 days after the Demand Filing Date if:~~ 11.04(d) or (ay) ~~there is (i) material non-public information regarding the Corporation which~~ the Board reasonably determines that such registration and offering would interfere with any material transaction involving the Company; provided, however, that the Company will not ~~to be~~ use the right set forth in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this ~~Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to~~ clause ~~(a)(i), the material non-public information is made public by the Corporation,~~ (y) ~~in the case~~ more than three times for an aggregate of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but 180 days in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders12-month period.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Seaspan CORP)

Demand Registrations. ~~Section 3.1 At any time commencing~~ (a) Following the date that is six (6) months after the ~~expiration~~ date on which the Series B Shares and Series C Shares are converted into Common Stock as contemplated by the Stock Exchange Agreement, the Holders of Registrable Securities shall be entitled to require the ~~Lock-Up Period, each Holder (a “~~Company to effect from time to time Demand ~~Holder”) may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) of all or part~~ Registration of the Registrable Securities ~~held~~ pursuant to Qualifying Requests. If a Qualifying Request is made by ~~such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less~~ fewer than all Holders of ~~such Demand Holder’s~~ Registrable Securities, ~~the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%)~~ copies of the ~~shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions~~Qualifying Request shall be distributed by the Company to all Holders who are not Parties to such Qualifying Request within five Business Days after it is received by the Company. Each ~~Demand~~ such Holder shall be entitled to join in the Qualifying Request by delivering written notice to the Company within ten Business Days after its receipt of a copy of the Qualifying Request from the Company. Such notice shall specify the number of ~~shares of~~ Registrable Securities ~~proposed~~ that each such Holder elects to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included include in the ~~Demand Registration. The Corporation shall use its commercially reasonable efforts~~ Qualifying Request and, if the Qualifying Request does not already include such a requirement, whether such Holder requires the Company to ~~file~~ arrange for public sale in a ~~Registration Statement registering such~~ firm commitment underwritten secondary offering of the Registrable Securities ~~as may be requested by any Holders thereof (including~~ that are the ~~Holder or Holders making~~ subject of the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Qualifying Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) ~~prior to~~ Within 90 Days after receiving ~~the Demand Request~~a Qualifying Request from any Holder of Registrable Securities, the ~~Board had determined~~ Company shall (i) prepare and file a registration statement under the Applicable Securities Laws covering the Registrable Securities which are the subject of such request, (ii) use its best efforts to ~~effect an Underwritten Offering~~ cause such registration statement to become effective promptly thereafter and ~~the Corporation had taken substantial~~ (iii) take appropriate steps ~~and is proceeding with reasonable diligence~~ to ~~effect such offering. A deferral~~ complete all other requirements for registration or qualification of the ~~filing~~ Registrable Securities under the Applicable Securities Laws. (c) The Company shall use its best efforts to arrange for public sale in a firm commitment underwritten secondary offering of the Registrable Securities that are the subject of a ~~Registration Statement~~ Qualifying Request delivered pursuant to ~~this~~ Section ~~3.5 shall be lifted~~2.1(a), ~~and~~ unless the ~~requested Registration Statement shall be filed forthwith, if, (x) in the case~~ requirement of a ~~deferral pursuant to clause (a)(i), the material non-public information~~ firm commitment underwriting is ~~made public~~ waived in writing by ~~the Corporation, (y) in the case of~~ a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer majority of the ~~Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation~~ Holders of the ~~anticipated delay~~Registrable Securities that are subject to such Qualifying Request. ~~Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing~~ The Holders of a majority of the Registrable Securities ~~being registered on~~ that are the ~~Registration Statement filed pursuant~~ subject of such Qualifying Request shall have the right to designate the managing underwriter(s) of any such ~~Demand Request upon providing written notice~~ offering, subject to the ~~Corporation; if withdrawn~~consent of the Company, which consent shall not be unreasonably withheld. Except as the Holders having delivered or joined in a Qualifying Request may consent in writing, the ~~Demand Request shall be deemed~~ Company will not file with the Applicable Securities Authority any other registration statement with respect to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of its Common Stock ~~which may be included in~~ (other than a registration effected on Form S-4, ▇▇▇▇ ▇-▇ ▇▇ any successor forms thereto), whether for its own account or that of other stockholders, from the ~~Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in~~ date of receipt of the ~~discretion~~ Qualifying Request until the completion of ~~such managing underwriter,~~ the ~~Corporation shall include in such Registration Statement only such portion~~ period of distribution of the Registrable Securities ~~with respect~~ contemplated thereby. (d) If the Company grants any demand registration rights to ~~which~~ another Person, the Company shall include within such demand registration rights an obligation on behalf of such Person to notify the Company in writing of its intent to exercise its demand registration rights at least 30 Days prior to such exercise. Immediately after receipt of such notice but in no event later than three Days after receipt thereof, the Company shall deliver a copy of such notice to the Holders. If the Holders ~~have requested inclusion pursuant hereto as~~ exercise their demand registration rights hereunder prior to the exercise of the demand registration rights held by the Person providing such ~~limitation permits. No shares of~~ notice, the Registrable Securities ~~shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed~~ sought to be registered by the ~~Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities~~ Holders shall be ~~made pro rata among such Holders seeking to include such shares,~~ included in ~~proportion~~ the registration statement and any associated offering prior to the ~~number of such shares owned~~ securities sought to be registered by such ~~Holders~~other Person.

Appears in 1 contract

Sources: Registration Rights Agreement (Usv Partners LLC)

Demand Registrations. (a) Subject to Section ~~3.1 At~~ 5.3, at any time ~~commencing after~~ prior to the ~~expiration~~ six-month anniversary of the ~~Lock~~Closing or following the fourteen-~~Up Period~~month anniversary of the Closing, ~~each Holder~~ Parent, on behalf of the Shareholder Group, may, on not more than twelve (12) separate occasions in the aggregate and not more frequently than once during any nine-month period, require the Company to file a ~~“Demand Holder”) may make a written request (each a “Demand Request”) for~~ registration statement under the Securities Act ~~(a “Demand Registration”)~~ in respect of all or ~~part~~ a portion of the Registrable ~~Securities held by~~ Shares (so long as such ~~Holder; provided, however, that if the~~ request covers Registrable ~~Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall,~~ Shares with a Market Value on the date ~~that~~ of the Demand Request ~~is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value~~ of at least $~~25,000,000 before calculation~~ 300 million if the aggregate Market Value of ~~underwriting discounts and commissions. Each Demand Request shall specify~~ all Registrable Shares on such date is at least $300 million or, if such Market Value is less than $300 million, so long as such request covers all Registrable Shares), by delivering to the ~~number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give~~ Company written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that ~~the Corporation~~ such right is ~~deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate~~being exercised, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on specifying the number of shares of Common Stock ~~which may~~ to be included in such registration (the shares subject to such request, the "Demand Shares") and describing the intended method of distribution thereof, which may include an underwritten offering (a "Demand Request"). Subject to Section 5.7, upon receiving a Demand Request, the Company shall (i) use reasonable best efforts to file as promptly as reasonably practicable a registration statement on such form as the Company may reasonably deem appropriate (provided that the Company shall not be obligated to register any securities on a "shelf" registration statement or otherwise to register securities for offer or sale on a continuous or delayed basis) providing for the registration of the sale of such Demand Shares pursuant to the intended method of distribution (a "Demand Registration") and (ii) after the filing of an initial version of the registration statement, use reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the date of filing of such registration statement. (b) Notwithstanding anything in this Agreement to the contrary, the Company shall be entitled to postpone and delay, for reasonable periods of time, but in no event more than an aggregate of 60 days during any 12-month period (a "Blackout Period"), the filing or effectiveness of any Demand Registration ~~Statement because~~ if the Company shall determine that any such filing or the offering of any Registrable Shares would (i) in the good faith judgment of the Board, impede, delay or otherwise interfere with any pending or contemplated material acquisition, corporate reorganization or other similar material transaction involving the Company, (ii) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated financing, offering or sale of any class of securities by the Company or (iii) in the good faith judgment of the Board, require disclosure of material non-public information (other than information relating to an event described in clauses (i) or (ii) above) which, if disclosed at such time, would be harmful to the best interests of the Company and its stockholders; provided, however, that the Company shall give written notice to Parent of its determination to postpone or delay the filing of any Demand Registration; and provided, further, that in the event that the Company proposes to register Common Stock, whether or not for sale for its own account, during a Blackout Period, the Shareholder Group shall have the right to exercise its rights under Section 5.2 of this Agreement with respect to such registration, subject to the limitations contained in this Agreement on the exercise of such rights. Upon notice by the Company to Parent of any such determination, the members of the Shareholder Group shall keep the fact of any such notice strictly confidential, and during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Common Stock for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of the Demand Registration, each prospectus included therein, and any amendment or supplement thereto by it for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed by the Company, will deliver to the Company any copies then in its ~~judgment~~possession of the prospectus covering such Registrable Shares. (c) In connection with an underwritten offering, ~~such limitation is necessary to effect an orderly public distribution, then~~if the managing underwriter or co-managing underwriter reasonably and in good faith shall have advised the Company or Parent that, in ~~the discretion of such managing underwriter~~its opinion, the ~~Corporation~~ number of Demand Shares subject to a Demand Request exceeds the number which can be sold in such offering, the Company shall include in such ~~Registration Statement only~~ registration the number of Demand Shares that, in the opinion of such ~~portion~~ managing underwriter or underwriters, can be sold in such offering; provided that if as a result of any reduction pursuant to this paragraph (c) the aggregate Market Value of the ~~Registrable Securities~~ Demand Shares to be so included is less than $300 million, the Shareholder Group may withdraw such Demand Request with respect to ~~which~~ all Demand Shares covered thereby and such ~~Holders have requested inclusion pursuant hereto as such limitation permits. No shares~~ registration shall not count for the purposes of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to determining the number of Demand Registrations to which the Shareholder Group is entitled under Section 5.1(a). (d) In connection with any underwritten offering, the managing underwriter for such ~~shares owned~~ Demand Registration shall be selected by Parent, provided that such ~~Holders~~managing underwriter shall be a nationally recognized investment banking firm and shall be reasonably acceptable to the Company. The Company may, at its option, select a nationally recognized investment banking firm reasonably acceptable to Parent to act as co-managing underwriter. (e) Nothing in this Article V shall affect or supersede any of the transfer restrictions set forth in Article IV hereof or any of the other provisions of this Agreement.

Appears in 1 contract

Sources: Stockholders Agreement (General Mills Inc)

Demand Registrations. Section 3.1 At any time commencing after the expiration of the Lock-Up Period, each Holder (a “Demand Holder”) may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) of all or part of the Registrable Securities held by such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide Upon written notice to the ~~Corporation~~ Company delivered by the Lead Investor, at any time from and after the Closing Date and from time to time (each such notice, a "Demand Notice" and the date(s) the Lead Investor delivers a Demand Notice to the Company, each a "Demand Date"), the Lead Investor may require the Company, to register up to the Demand Required Registration Amount of ~~their intention to have any or all of their~~ Demand Registrable Securities ~~be included in the~~ not previously registered on a Demand ~~Registration. The Corporation shall use its commercially reasonable efforts to file a~~ Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder hereunder for resale pursuant to a Demand ~~Request~~ Registration Statement. The Company shall then (~~including a notice of a non-requesting holder to join a Demand Request~~i) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than within two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days Business Days after the ~~effectiveness of any Registration Statement filed (i) by~~ applicable Demand Date, give written notice thereof to all Investors other than the ~~Corporation pursuant to an Underwritten Offering by the Corporation or~~ Lead Investor and (ii) ~~on behalf of any~~ prepare, and, as soon as practicable but in no event later than the applicable Demand ~~Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as~~ Filing Deadline, file with the SEC a Demand Registration ~~until~~ Statement on Form S-3 (or the ~~Registration Statement registering~~ applicable form) covering the ~~shares~~ resale of ~~such~~ all of the Demand ~~Request has been declared effective~~ Registrable Securities set forth in the Demand Notice. Upon receipt of a notice by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral Company pursuant to clause (~~a)(i)~~i) of the immediately preceding sentence, any Investor may notify the Company in writing within five (5) Business Days of receipt of such notice from the Company that it wishes to have all or any portion of its Demand Registrable Securities included in the applicable Demand Registration Statement, and the Company shall treat each such Investor's Demand Registrable Securities as if such Demand Registrable Securities were included in the applicable Demand Notice. In the event that Form S-3 is unavailable for such a registration, the ~~material non-public information~~ Company shall use Form S-1 or such other form as is ~~made public by~~ available for such a registration on another appropriate form reasonably acceptable to the ~~Corporation~~Required Holders, ~~(y)~~ in accordance with the ~~case~~ provisions of ~~a deferral pursuant to clause (a)(ii~~Section 2(e), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. ~~In order to defer the filing of a~~ Each Demand Registration Statement prepared pursuant ~~to this Section 3.5, the Corporation~~ hereto shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made register for ~~purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on~~ resale at least the number of shares of Common Stock ~~which may be included~~ set forth in the ~~Registration Statement because in its judgment~~applicable Demand Notice, ~~such limitation is necessary to effect an orderly public distribution, then~~which shall not exceed, in the ~~discretion of such managing underwriter~~aggregate, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.Demand Required

Appears in 1 contract

Sources: Registration Rights Agreement (Vallon Pharmaceuticals, Inc.)

Demand Registrations. ~~Section 3.1 At any time commencing after~~ The Investors may request the ~~expiration~~ Parent to use commercially reasonable efforts to effect a Registration of ~~the Lock-Up Period, each Holder~~ all or part of their Registrable Shares (~~a “Demand Holder”) may make a written request (each a “Demand Request”) for registration under the Securities Act (~~such Registration being hereinafter referred to as a “Demand Registration”) ~~of all or part~~ by filing a registration statement under the U.S. Securities Act and a prospectus under Canadian Securities Acts (including, if eligible, a shelf registration statement under Rule 415 of the ~~Registrable~~ U.S. Securities ~~held by~~ Act and a shelf prospectus under National Instrument 44-102 – Shelf Distributions). Any such ~~Holder; provided, however, that if the Registrable Securities requested to be registered~~ request shall be ~~less than all~~ made by notice in writing (a “Demand Registration Request”) to the Parent. To the extent such Demand Registration Request seeks to register Common Shares that the Investors have acquired or have the right to acquire upon exchange or conversion of the Purchased Series B Preferred Shares (such Common Shares, “Investor Series B Demand Shares”), within five (5) Business Days after receipt of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Registration Request, the ~~Corporation shall~~ Parent will give written notice of such ~~Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice~~ request to the ~~Corporation of their intention~~ Engaged Capital Investors and, subject to Section 5.2(b), will include in such registration all Common Shares that the Engaged Capital Investors have ~~any~~ acquired or ~~all of their Registrable Securities be included in~~ have the ~~Demand Registration. The Corporation shall use its commercially reasonable efforts~~ right to ~~file a Registration Statement registering such~~ acquire upon exchange or conversion of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) Series B-1 Preferred Shares and ~~shall use commercially reasonable efforts to cause the same to be declared effective~~ Series B-2 Preferred Shares purchased by the ~~Commission as promptly as practicable after such filing. Both~~ Engaged Capital Investors on the ~~Demand Request~~ date hereof and ~~any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion~~ purchased by the Engaged Capital Investors on the exercise of ~~Registrable Securities owned by a Demand Holder~~ the Series B-2 Sale Option, respectively, that have not been registered pursuant to a ~~Demand Request~~ registration statement under the U.S. Securities Act (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand RequestCommon Shares, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x“Engaged Capital Series B Demand Shares”) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which ~~such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded~~ the Parent has received from the ~~Registration Statement unless all other securities~~ Engaged Capital Investors written requests for inclusion within ten (10) Business Days after delivery of the ~~Corporation (including any securities proposed~~ Parent’s notice to the Engaged Capital Investors, specifying the number of Engaged Capital Series B Demand Shares intended to be registered, provided that such number requested to be registered by the ~~Corporation~~ Engaged Capital Investors may not exceed the Engaged Capital Pro Rata Percentage of the number of Investor Series B Demand Shares requested to be registered by the Investors in the Demand Registration Request. Subject to Section 5.2(b), the Parent shall be entitled to include for sale in any prospectus or registration statement filed pursuant to a Demand Registration any securities of the Parent to be sold by the Parent for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.

Appears in 1 contract

Sources: Securities Subscription Agreement (SunOpta Inc.)

Demand Registrations. ~~Section 3.1 At any time commencing after~~ (a) Subject to the ~~expiration of~~ limitations set forth below, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇") and ▇▇▇▇ ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇") shall each have the ~~Lock-Up Period, each Holder~~ right (a ~~“Demand Holder”~~"SHORT FORM DEMAND RIGHT") ~~may make~~ to require the Company to file a ~~written request (each a “Demand Request”) for registration~~ Registration Statement under the Securities Act ~~(a “Demand Registration”)~~ in respect of ~~all or part of the~~ Registrable Securities held by him so long as the Company is eligible to use Form S-3. Subject to the limitations set forth below, ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ shall each have one Short Form Demand Right. (For purposes of this Section 2.01, the party exercising a Short Form Demand Right is, where applicable, referred to as the "SELLING SHAREHOLDER"). (b) Each Short-Form Demand Right must be exercised in respect of at least 2,000 Registrable Securities (subject to equitable adjustment in the event of stock splits, stock dividends and similar events). No Short Form Demand Right may be exercised within 6 months after the date of effectiveness of a Company registration statement pursuant to which ▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇ were provided the opportunity to register Registrable Securities. (c) As promptly as practicable, but in no event later than 45 days after the Company receives a written request from a Selling Shareholder demanding that the Company so register the number of Registrable Securities specified in such ~~Holder~~request, the Company shall file with the Commission and thereafter use its reasonable best efforts to cause to be declared effective promptly a Registration Statement (a "DEMAND REGISTRATION") providing for the registration of all Registrable Securities as the Selling Shareholder shall have demanded be registered. (d) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone and delay, for a reasonable period of time (the "Blackout Period"), not to exceed 60 days after the exercise of a Demand Right in the case of subsections (i) and (iii) below, the filing of any Demand Registration if: (i) the Company will be filing, within 30 days after the exercise of a Demand Right, a Registration Statement pertaining to a public offering of Company Common Stock in which the Holders are entitled to join pursuant to Section 2.02 hereof; (ii) the Company is subject to an existing contractual obligation to its underwriters not to engage in a public offering; (iii) the Company shall determine that any such filing or the offering of any Registrable Securities would (A) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company or its wholly owned subsidiaries; (B) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company; ~~provided~~or (C) in the good faith judgment of the Board of Directors of the Company, ~~however~~require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders; PROVIDED, HOWEVER, that if the ~~Registrable Securities requested~~ Blackout Period shall terminate upon the completion or abandonment of the relevant securities offering or sale, the termination or expiration of the existing contractual obligation not to engage in a public offering, the completion or abandonment of the relevant financing, acquisition, corporate reorganization or other similar transaction, such time as such Demand Registration shall no longer affect the relevant pending or contemplated offering or sale of securities by the Company, the public disclosure by the Company or public admission by the Company of such material nonpublic information or such time as such material nonpublic information shall be publicly disclosed not in breach of confidentiality obligations, as the case may be. After the expiration of any Blackout Period and without any further request from the Selling Shareholder the Company shall effect the filing of the relevant Demand Registration and shall use its reasonable best efforts to cause any such Demand Registration to be ~~registered~~ declared effective as promptly as practicable unless the Selling Shareholder shall ~~be less than all~~ have, prior to the effective date of such Demand ~~Holder’s Registrable Securities~~Registration, withdrawn in writing the ~~Registrable Securities requested~~ initial request, in which case such withdrawn request shall not constitute a Demand Registration for purposes of determining the number of Demand Registrations to ~~be registered shall, on~~ which the ~~date that~~ Selling Shareholder is entitled hereunder. The Company may not exercise its right to postpone or delay the filing of any Demand ~~Request~~ Registration pursuant to this subsection (c) more than twice during any 12 month period. (e) Any request by a Selling Shareholder for a Demand Registration which is ~~delivered,~~ subsequently withdrawn prior to such Demand Registration becoming effective shall not constitute a Demand Registration for purposes of determining the number of Demand Registrations to which the Selling Shareholder is entitled if such withdrawal (i) ~~constitute at least three percent (3%) of~~ is due to a material adverse change affecting the ~~shares of Common Stock outstanding or~~ Company, (ii) ~~have~~ is due to a notification by the Company of an ~~aggregate minimum market value~~ intention to file a Registration Statement with respect to Company Common Stock or (iii) is made in accordance with the penultimate sentence of ~~at least $25,000,000 before calculation~~ Section 2.01(c). (f) The Company shall be entitled to include authorized but unissued shares of ~~underwriting discounts and commissions~~Company Common Stock in any Demand Registration, subject to Section 2.02. ~~Each~~ Notwithstanding anything contained herein, if the lead underwriter of an offering involving a Demand ~~Request~~ Registration delivers a written opinion to the Selling Shareholder (a copy of which shall ~~specify~~ be provided to the Company) that the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be Company Common Stock included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration ~~Statement filed~~ would (i) by materially and adversely affect the ~~Corporation pursuant~~ price of the Company Common Stock to ~~an Underwritten Offering by the Corporation~~ be offered or (ii) ~~on behalf~~ result in a greater amount of ~~any Demand Holder or any other holder~~ Company Common Stock being offered than the market could reasonably absorb, then the number of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective Registrable Securities to be registered by the ~~Commission (unless the Demand Holder withdraws all of its Registrable Securities~~ Company and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Company Common Stock ~~which may~~ to be included in ~~the~~ such Demand Registration ~~Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion~~ by other holders of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of ~~Registrable Securities~~ Company Common Stock pursuant to contractual incidental registration rights, shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such ~~shares owned by such Holders~~Demand Registration.

Appears in 1 contract

Sources: Registration Rights Agreement (TTM Technologies Inc)

Demand Registrations. ~~Section 3.1 At any time commencing~~ (a) Following the date that is six (6) months after the ~~expiration~~ date on which the Series B Shares and Series C Shares are converted into Common Stock as contemplated by the Stock Exchange Agreement, the Holders of Registrable Securities shall be entitled to require the ~~Lock-Up Period, each Holder (a “~~Company to effect from time to time Demand ~~Holder”) may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) of all or part~~ Registration of the Registrable Securities ~~held~~ pursuant to Qualifying Requests. If a Qualifying Request is made by ~~such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less~~ fewer than all Holders of ~~such Demand Holder’s~~ Registrable Securities, ~~the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%)~~ copies of the ~~shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions~~Qualifying Request shall be distributed by the Company to all Holders who are not Parties to such Qualifying Request within five Business Days after it is received by the Company. Each ~~Demand~~ such Holder shall be entitled to join in the Qualifying Request by delivering written notice to the Company within ten Business Days after its receipt of a copy of the Qualifying Request from the Company. Such notice shall specify the number of ~~shares of~~ Registrable Securities ~~proposed~~ that each such Holder elects to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included include in the ~~Demand Registration. The Corporation shall use its commercially reasonable efforts~~ Qualifying Request and, if the Qualifying Request does not already include such a requirement, whether such Holder requires the Company to ~~file~~ arrange for public sale in a ~~Registration Statement registering such~~ firm commitment underwritten secondary offering of the Registrable Securities ~~as may be requested by any Holders thereof (including~~ that are the ~~Holder or Holders making~~ subject of the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Qualifying Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) ~~prior to~~ Within 90 Days after receiving ~~the Demand Request~~a Qualifying Request from any Holder of Registrable Securities, the ~~Board had determined~~ Company shall (i) prepare and file a registration statement under the Applicable Securities Laws covering the Registrable Securities which are the subject of such request, (ii) use its best efforts to ~~effect an Underwritten Offering~~ cause such registration statement to become effective promptly thereafter and ~~the Corporation had taken substantial~~ (iii) take appropriate steps ~~and is proceeding with reasonable diligence~~ to ~~effect such offering. A deferral~~ complete all other requirements for registration or qualification of the ~~filing~~ Registrable Securities under the Applicable Securities Laws. (c) The Company shall use its best efforts to arrange for public sale in a firm commitment underwritten secondary offering of the Registrable Securities that are the subject of a Qualifying Request delivered pursuant to Section 2.1(a), unless the requirement of a ~~Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x)~~ firm commitment underwriting is waived in ~~the case of~~ writing by a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer majority of the ~~Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation~~ Holders of the ~~anticipated delay~~Registrable Securities that are subject to such Qualifying Request. ~~Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing~~ The Holders of a majority of the Registrable Securities ~~being registered on~~ that are the ~~Registration Statement filed pursuant~~ subject of such Qualifying Request shall have the right to designate the managing underwriter(s) of any such ~~Demand Request upon providing written notice~~ offering, subject to the ~~Corporation; if withdrawn~~consent of the Company, which consent shall not be unreasonably withheld. Except as the Holders having delivered or joined in a Qualifying Request may consent in writing, the ~~Demand Request shall be deemed~~ Company will not file with the Applicable Securities Authority any other registration statement with respect to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of its Common Stock ~~which may be included in~~ (other than a registration effected on Form S-4, ▇▇▇▇ ▇-▇ ▇▇ any successor forms thereto), whether for its own account or that of other stockholders, from the ~~Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in~~ date of receipt of the ~~discretion~~ Qualifying Request until the completion of ~~such managing underwriter,~~ the ~~Corporation shall include in such Registration Statement only such portion~~ period of distribution of the Registrable Securities ~~with respect~~ contemplated thereby. (d) If the Company grants any demand registration rights to ~~which~~ another Person, the Company shall include within such demand registration rights an obligation on behalf of such Person to notify the Company in writing of its intent to exercise its demand registration rights at least 30 Days prior to such exercise. Immediately after receipt of such notice but in no event later than three Days after receipt thereof, the Company shall deliver a copy of such notice to the Holders. If the Holders ~~have requested inclusion pursuant hereto as~~ exercise their demand registration rights hereunder prior to the exercise of the demand registration rights held by the Person providing such ~~limitation permits. No shares of~~ notice, the Registrable Securities ~~shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed~~ sought to be registered by the ~~Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities~~ Holders shall be ~~made pro rata among such Holders seeking to include such shares,~~ included in ~~proportion~~ the registration statement and any associated offering prior to the ~~number of such shares owned~~ securities sought to be registered by such ~~Holders~~other Person.

Appears in 1 contract

Sources: Registration Rights Agreement (U S Technologies Inc)

Demand Registrations. Section 3.1 At any time commencing at least 180 days after the ~~expiration~~ effective date of any registration statement covering the ~~Lock-Up Period~~IPO, each Holder (a “"Demand Holder”") ~~may~~ may, from time to time, make a written request (each a “"Demand Request”") for registration under the Securities Act (a “"Demand Registration”") of all or part of the Registrable Securities held by such Holder; provided, however, that ~~if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities,~~ the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least ~~three~~ one percent (31%) of the shares of Common Stock outstanding, which shall include all shares of Common Stock issuable upon conversion or exchange of all then outstanding Preferred Stock, or (ii) have an aggregate minimum market value of at least $~~25,000,000~~ 50,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of ~~shares of~~ Registrable ~~Securities~~ Shares proposed to be sold by such Demand ~~Holder~~Stockholder. Section 3.2 Within 15 days after receipt of each Demand Request, the ~~Corporation~~ Company shall give written notice of such Demand Request to all non-requesting ~~Holders. Within 30 days after receipt of such notice, the non-requesting~~ Holders ~~shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation~~ and shall use its ~~commercially reasonable~~ best efforts to ~~file~~ cause a Registration Statement ~~registering~~ covering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders ~~making~~ giving the initial ~~Demand Request~~notice of intent to offer) to be filed with the Commission not later than 120 days after receipt of ~~such~~ a Demand Request (the “"Demand Filing Date”") and shall use all commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the ~~Corporation~~ Company pursuant to an Underwritten Offering by the ~~Corporation~~ Company other than the IPO or (ii) on behalf of any Demand Holder or any other ~~holder~~ Holder of demand registration ~~rights~~rights with respect to the Common Stock. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The ~~Corporation~~ Company may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 120 days after the Demand Filing Date if: (a) at the time the Company receives the Demand Request, there is (i) material non-public information regarding the ~~Corporation~~ Company which the Board reasonably determines not to be in the ~~Corporation’s~~ Company's best interest to disclose and which the ~~Corporation~~ Company is not otherwise required to ~~disclose~~ disclose, or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the ~~Corporation~~ Company which the Board reasonably determines not to be in the ~~Corporation’s~~ Company's best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the ~~Corporation~~ Company had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the ~~Corporation~~Company, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the ~~Corporation~~ Company or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the ~~Corporation’s~~ Company's account is abandoned. In order to defer the filing of a ~~Registration Statement~~ registration statement pursuant to this Section 3.5, the ~~Corporation~~ Company shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the ~~Corporation~~ Company stating that the ~~Corporation~~ Company is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within ~~twenty (20)~~ 20 days after receiving such certificate, the ~~Demand Request may be withdrawn by those Persons representing~~ holders of a majority of the Registrable Securities ~~being registered on~~ held by the ~~Registration Statement filed pursuant to~~ Demand Holder and each other Holder and for which registration was previously requested may withdraw such Demand Request ~~upon providing~~ by giving written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such HoldersCompany.

Appears in 1 contract

Sources: Registration Rights Agreement (Aol Time Warner Inc)

Demand Registrations. ~~Section 3.1 At~~ If on any ~~time commencing after the expiration~~ occasion one or more holders -------------------- of at least sixty percent (60%) of the ~~Lock-Up Period, each Holder~~ outstanding principal amount of the Notes shall notify the Company in writing that it or they intend to offer or cause to be offered for public sale at least thirty percent (~~a “Demand Holder”) may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”~~30%) of ~~all or part of~~ the ~~Registrable Securities held by such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s~~ Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares Company will so notify all holders of Registrable ~~Securities proposed~~ Securities, including all holders who have a right to ~~be sold~~ acquire Registrable Securities. Upon written request of any holder given within fifteen (15) days after the receipt by such ~~Demand Holder. Section 3.2 Within 15 days after receipt~~ holder from the Company of ~~each Demand Request~~such notification, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall Company will use its ~~commercially reasonable~~ best efforts to ~~file a Registration Statement registering~~ cause such of the Registrable Securities as may be requested by any ~~Holders~~ holder thereof (including the ~~Holder~~ holder or ~~Holders making~~ holders giving the initial ~~Demand Request~~notice of intent to offer) ~~with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same~~ to be ~~declared effective by~~ registered under the ~~Commission~~ Securities Act as ~~promptly~~ expeditiously as ~~practicable after such filing~~possible. ~~Both the Demand Request and~~ The Company shall not be required to effect more than one registration during any ~~request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder~~ twelve (12) month period pursuant to ~~a Demand Request (including a notice of a non-requesting holder~~ this Section 2.2 and two such registrations in the aggregate. If the Company determines to ~~join a Demand Request)~~ include shares to be sold by it or by other selling shareholders in any registration request pursuant to this Section 2.2, such registration shall be deemed to have been ~~effected~~ a "piggy back" registration under Section 2.1, and not a "demand" registration under this Section 2.2 if the holders of Registrable Securities are unable to include in any such registration statement eighty-five percent (85%) of the Registrable Securities initially requested for inclusion in such registration statement. The Company shall not be required to effect a registration pursuant to ~~a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in~~ this Section 32.2 unless the minimum market value of any offering and registration of Registrable Securities made pursuant thereto is at least $1,000,000, ~~each Stockholder (together with all~~ before calculation of ~~its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then~~ underwriting discounts and commissions. The holders of Registrable Securities may not exercise their rights under this ~~limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within~~ Section 2.2 until 90 days after the effectiveness of any ~~Registration Statement filed (i) by~~ registration statement covering the ~~Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights~~Initial Public Offering. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.

Appears in 1 contract

Sources: Registration Rights Agreement (Verticalnet Inc)

Demand Registrations. ~~Section 3.1 At~~ Subject to the terms and conditions hereof, at any time ~~commencing~~ after the expiration of the ~~Lock-Up~~ Restricted Period, ~~each Holder (~~if any Shareholder or Shareholders who beneficially own in the aggregate Registrable Securities representing not less than 20% of the then outstanding Common Stock request in writing a ~~“Demand Holder”) may make a written request (each a “Demand Request”) for registration under the Securities Act (a “~~Demand Registration”, which request specifies the number of Registrable Securities requested to be registered, then within ten (10) days after receipt of any such request, the Company shall give written notice of such requested Demand Registration to all ~~or part~~ other Shareholders who are record holders of Registrable Securities and shall include in the Demand Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the date of mailing of the Company’s notice. (a) Shareholders shall be entitled to not more than three (3) Demand Registrations, in the aggregate. Subject to the limitations set forth in this Section 4.1(a) and in Section 4.1(c), no more than one Demand Registration may be requested in any six-month period. The Company shall pay all Registration Expenses (as defined in Section 4.5) in connection with each Demand Registration. No request for a Demand Registration shall be permitted unless the Registrable Securities ~~held by~~ sought to be included in such ~~Holder; provided~~Demand Registration have an expected market value of at least $50 million. A Registration shall not count as a Demand Registration until it has become effective, ~~however, that if~~ and any Registration shall not count as a Demand Registration unless the initiating Shareholder or Shareholders and other Shareholders are able to register and sell at least 50% of the Registrable Securities requested to be ~~registered shall be less than all~~ included in such Registration. (b) If the investment banker(s) or manager(s) of ~~such~~ an offering pursuant to a Demand ~~Holder’s Registrable Securities,~~ Registration advise the Company in writing that in their opinion the number of Registrable Securities and other securities requested to be ~~registered shall~~included in such offering, on exceeds the ~~date~~ number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering and/or that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be ~~sold by~~ included in such ~~Demand Holder. Section 3.2 Within 15 days after receipt~~ offering would adversely affect the price per share of ~~each Demand Request~~the Common Stock, the ~~Corporation~~ Company shall ~~give written notice~~ include in the Registration, prior to the inclusion of ~~such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice~~any securities which are not Registrable Securities, the ~~non-requesting Holders shall provide written notice to the Corporation~~ number of ~~their intention to have any or all of their~~ Registrable Securities requested to be included which, in the opinion of the underwriters, can be so sold, pro rata (or as may have otherwise been agreed among the Shareholders of Registrable Securities to be included in such Registration) among the ~~Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such~~ respective Shareholders thereof on the basis of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion amount of Registrable Securities ~~owned~~ requested to be registered by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each ~~Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests~~such Shareholder; ~~provided, however,~~ provided that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness number of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration ~~Statement because~~ is less than 75% of the aggregate number requested to be so included, the Shareholders of Registrable Securities covered by such Demand Registration shall be entitled to withdraw such request, upon the affirmative vote of Shareholders holding at least 66% of such Registrable Securities, and, if such request is withdrawn, the Demand Registration shall not count as a permitted Demand Registration hereunder, and the Company shall pay all Registration Expenses in ~~its judgment~~connection with the withdrawn Registration. Any Persons who participate in Demand Registrations not at the Company’s expense must pay their share of the Registration Expenses as provided in Section 4.5. (c) The Company shall not be obligated to effect any Demand Registration within six months after the effective date of a Registration in which the Shareholders were given Piggyback Registration (as defined in Section 4.2) rights pursuant to Section 4.2. The Company may, not more than twice in any 12-month period, postpone for up to 90 days the filing or the effectiveness of a registration statement for a Demand Registration if the Board determines in good faith that (i) such ~~limitation~~ postponement is necessary in order to ~~effect an orderly public distribution, then,~~ avoid premature disclosure of a matter the Board has determined would not be in the best interest of the Company to be disclosed at such time, (ii) the Demand Registration would materially and adversely impact the Company or (iii) the Demand Registration would adversely affect the price per share of the Common Stock; provided, that in such event, the Shareholders of Registrable Securities covered by the Demand Registration shall be entitled, upon the affirmative vote of holders holding at least 66% of such Registrable Securities, to withdraw such request and, if such request is withdrawn, the Demand Registration shall not count as a permitted Demand Registration hereunder, and the Company shall pay all Registration Expenses in connection with the withdrawn Registration; provided further, that upon the election of the Company and upon notice to the Shareholders of Registrable Securities to be included in such Registration, one such postponement may be extended to not more than 120 days at the sole discretion of ~~such managing underwriter~~the Company. In addition, if any request for a Demand Registration is delivered at a time when the ~~Corporation shall include in such Registration Statement only such portion of the Registrable Securities~~ Company is planning to file a registration statement with respect to ~~which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares~~ an underwritten primary offering of ~~Registrable Securities shall be excluded from~~ Common Stock, the Company may require the Shareholders to postpone a request for Demand Registration ~~Statement unless all other securities~~ until the expiration of the ~~Corporation (including any securities proposed to be registered by~~ 180-day period following the ~~Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number~~ effective date of such ~~shares owned by such Holders~~registration. (d) In connection with a Demand Registration, the Company shall select the investment banker(s) and manager(s) to administer the offering.

Appears in 1 contract

Sources: Shareholders Agreement (US BioEnergy CORP)

Demand Registrations. ~~Section 3.1 At any time commencing after the expiration of the Lock-Up Period~~The Stockholder Agreement provides that, ~~each Holder (a “Demand Holder”)~~ HLR may make a written request ~~(each a “Demand Request”)~~ to the Surviving Corporation for registration under the Securities Act of Registrable Securities (as defined in the Stockholder Agreement) (each, a “"Demand Registration~~”) of all or part~~ "). The obligations of the Surviving Corporation to register such Registrable Securities ~~held by such Holder; provided, however, that if~~ are subject to the following conditions: (i) the Registrable Securities requested to be registered ~~shall be less than all~~ must (unless reduced pursuant to the provisions of ~~such Demand Holder’s Registrable Securities~~the section of the Stockholder Agreement entitled "Reduction of Offering"), ~~the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i)~~ constitute at least ~~three percent (3%)~~ 2% of the ~~shares of Common Stock~~ equivalent outstanding Equity Securities or ~~(ii) have an aggregate minimum market value of~~ at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such 5% of the Registrable Securities ~~as may be requested by any Holders thereof~~ at such time, whichever amount is smaller, (~~including the Holder or Holders making the initial Demand Request~~ii) ~~with the Commission~~ there shall not ~~later~~ have been consummated more than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder one offering pursuant to a Demand ~~Request~~ Registration within the preceding 12 month period, (~~including a notice of a non-requesting holder to join a~~ iii) if the HLR Group Interest is less than 30% but more than 20%, no more than three other Demand ~~Request)~~ Registrations shall ~~be deemed to~~ have been effected ~~pursuant~~ after the date on which the HLR Group Interest was reduced to ~~a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3~~less than 30%, ~~each Stockholder (together with all of its assignees) shall be entitled to deliver~~ if the HLR Group Interest is less than 20% but more than 10%, no more than two ~~(2)~~ other Demand ~~Requests; provided, however, that~~ Registrations shall have been effected after the date on which the HLR Group Interest was reduced to less than 20% and if the ~~Corporation meets~~ HLR Group Interest is less than 10%, no more than one other Demand Registration shall have been effected after the ~~eligibility~~ date on which the HLR Group Interest was reduced to less than 10%, (iv) HLR shall conform to all applicable requirements ~~for using Form S-3~~of the Securities Act and the Exchange Act with respect to the offering and sale of securities and advise each underwriter, ~~then this limitation~~ broker or dealer through which any of the Registrable Securities are offered that the Registrable Securities are part of a distribution that is subject to the prospectus delivery requirements of the Securities Act and (v) HLR shall ~~not apply~~use all reasonable efforts to effect as wide a distribution of such Registrable Securities as is reasonably practicable, but in no event will any sale of Registrable Securities be made knowingly to any Person who beneficially owns 5% or more of the Total Voting Power. In addition, ~~no Holder shall~~ the Surviving Corporation's obligations pursuant to any Demand Registration will be ~~entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed~~ suspended if (i) by the fulfillment of such obligations would require the Surviving Corporation ~~pursuant~~ to ~~an Underwritten Offering by~~ make a disclosure that would, in the ~~Corporation or~~ reasonable good faith and judgment of the Board of Directors, be materially detrimental and premature, (ii) ~~on behalf~~ the Surviving Corporation has filed a registration statement with respect to Equity Securities to be distributed in a Public Offering and it is advised by its lead or managing underwriter that an offering by HLR of the Registrable Securities would materially adversely affect the distribution of such Equity Securities or (iii) the fulfillment of such obligations would require the Surviving Corporation to prepare audited financial statements not required to be prepared for the Surviving Corporation to comply with its obligations under the Exchange Act as of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not ~~later than 90 days after~~ coincident with the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition last day of ~~assets (other than in the ordinary course of business) or~~ any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral fiscal year of the ~~filing~~ Surviving Corporation. The obligations of ~~a Registration Statement pursuant to this Section 3.5 shall~~ the Surviving Corporation, however, will be ~~lifted, and the requested Registration Statement shall be filed forthwith, if,~~ reinstated (x) in the case of ~~a deferral pursuant to~~ clause (~~a)(i~~i) above, upon the making of such disclosure (or, if earlier, when such disclosure would either be no longer necessary for the fulfillment of such obligations or no longer detrimental)~~, the material non-public information is made public by the Corporation~~, (y) in the case of ~~a deferral~~ clause (ii) above, upon the conclusion of any period during which the Surviving Corporation would not, pursuant to ~~clause (a)(ii)~~the terms of its underwriting arrangements, be permitted to sell securities of the ~~significant business opportunity is disclosed by the~~ Surviving Corporation ~~or is terminated, or~~ for its own account and (z) in the case of ~~a deferral pursuant to~~ clause (b)iii) above, the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may as soon as it would no longer be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to ~~effect an orderly public distribution, then, in~~ prepare such financial statements to comply with the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such HoldersExchange Act.

Appears in 1 contract

Sources: Proxy Statement

Demand Registrations. ~~Section 3.1 At any time commencing after the expiration of the Lock-Up Period, each Holder~~ (~~a “Demand Holder”~~i) The Purchaser may ~~make a written~~ request ~~(each a “Demand Request”) for~~ registration under the Securities Act ~~(a “Demand Registration”)~~ of all or ~~part~~ any portion of ~~the~~ its Registrable Securities ~~held by such Holder; provided, however, that if~~ in accordance with the provisions of this Section 2(b). All registrations requested pursuant to this Section 2(b) are referred to herein as "Demand Registrations." Each request for a Demand Registration shall specify the number of Registrable Securities requested to be ~~registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered,~~ registered. Within ten (i10) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of ~~each Demand Request~~any such request, the ~~Corporation~~ Company shall give written notice of such ~~Demand Request~~ requested registration to all ~~non-requesting Holders. Within 30~~ other holders of Registrable Securities and shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the receipt of ~~such~~ the Company's notice, . (ii) The Purchaser shall be entitled to request no more than one Demand Registration in accordance with this Section 2(b). A registration shall not count as the ~~non-requesting Holders shall provide written notice to~~ permitted Demand Registration until it has become effective. (iii) If the ~~Corporation~~ Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of ~~their intention to have any or all of their~~ Registrable Securities and other securities requested to be included in such offering exceeds the ~~Demand Registration. The Corporation shall use its commercially reasonable efforts~~ number of Registrable Securities and other securities, if any, that can be sold in an orderly manner in such offering within a price range acceptable to ~~file~~ the holders of a ~~Registration Statement registering such~~ majority of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join included in such ~~Demand Request~~ registration, the Company shall ~~be considered a single Demand Request. Any~~ include in such registration prior to the inclusion of any securities that are not Registrable Securities the number of Registrable Securities ~~owned by a Demand Holder pursuant~~ requested to ~~a Demand Request (including a notice~~ be included which in the opinion of ~~a non-requesting holder to join a Demand Request) shall~~ such underwriters can be ~~deemed to have been effected pursuant to a single Demand Request~~sold in an orderly manner within the price range of such offering. ~~Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder~~ (~~together with all of its assignees~~iv) ~~shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation~~ The Company shall not ~~apply. In addition, no Holder shall~~ be ~~entitled~~ obligated to ~~deliver a~~ effect any Demand ~~Request~~ Registration within 90 60 days after the effective date of a previous offering of Common Stock registered under the Securities Act. The Company may postpone for up to 90 days the filing or the effectiveness of ~~any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand~~ a registration ~~rights. Section 3.4 A registration will not count as~~ statement for a Demand Registration ~~until~~ if the ~~Registration Statement registering the shares~~ Company's board of directors determines in its reasonable good faith judgment that such Demand ~~Request has been declared effective~~ Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the ~~Commission (unless the Demand Holder withdraws all~~ Company or any of its ~~Registrable Securities and the Corporation has performed its obligations hereunder~~ subsidiaries to engage in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the any acquisition ~~or disposition of assets~~ (other than in the ordinary course of business) or any merger, consolidation, tender ~~offer~~ offer, reorganization or ~~other~~ similar transaction; provided that (a) ~~available~~ the Company may exercise its right to delay the Demand Registration only once in any twelve-month period and (b) if the Demand Registration is delayed hereunder, the Purchaser shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as the permitted Demand Registration hereunder and the Company shall pay all Registration Expenses in connection with such terminated registration. (v) The Company shall have the right to select the investment banker(s) and manager(s) to administer the offering, subject to the ~~Corporation which the Board reasonably determines~~ consent of Purchaser, such consent not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holdersunreasonably withheld.

Appears in 1 contract

Sources: Registration Rights Agreement (Us Franchise Systems Inc/)

Demand Registrations. ~~Section 3.1 At~~ (a) Subject to Sections 1.3 and 2.5(a), at any time ~~commencing~~ after 180 days have elapsed from the ~~expiration~~ initial closing date of the ~~Lock-Up Period~~Offering (or sooner if permitted by the managing underwriters of the Offering), each Principal Holder ~~(a “Demand Holder”) may make a written~~ shall have the right to request ~~(each a “Demand Request”) for~~ that the Company effect the registration under the Securities Act ~~(a “Demand Registration”)~~ of all or ~~part~~ a portion of the Registrable Securities ~~held~~ owned by such Principal Holder, each such request to specify the intended method or methods of disposition thereof; ~~provided, however,~~ provided that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) ~~constitute at least~~ each of (A) the Institutional Holders collectively and (B) INS may make no more than three ~~percent (3%) of the shares of Common Stock outstanding or~~ such requests for registration and (ii) ~~have an~~ the Company shall not be required to effect a registration requested pursuant to this Section 1.2 unless the aggregate ~~minimum market value~~ Market Price of ~~at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of~~ all Registrable Securities ~~proposed~~ for which registration has been requested (including requests for registration pursuant to ~~be sold by such Demand Holder.~~ Section ~~3.2 Within 15 days after receipt~~ 1.6) exceeds $25 million as of ~~each Demand Request,~~ the ~~Corporation shall give written notice of such Demand Request~~ date following the last day Holders may request to ~~all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their~~ include Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Requestregistration under Section 1.6. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral Upon receipt of ~~the filing of a Registration Statement pursuant to this~~ any request under Section ~~3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i~~1.2(a), the ~~material non-public information is made public by the Corporation~~Company will promptly, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), ~~upon determining~~ give written notice of such request to ~~seek such deferral~~all Holders, ~~deliver~~ and thereupon the Company will, subject to ~~each Demand Holder a certificate signed by an executive officer~~ Section 1.5, use its reasonable best efforts to effect the prompt registration under the Securities Act of: (i) the Registrable Securities for which registration has been so requested, and (ii) all other Registrable Securities for which registration has been requested pursuant to Section 1.6, all to the extent required to permit the disposition of the ~~Corporation stating that~~ Registrable Securities so to be registered in accordance with the ~~Corporation is deferring such filing~~ intended method or methods of disposition of the requesting Principal Holders. If a Principal Holder requests registration of Registrable Securities pursuant to this Section ~~3.5 and an approximation~~ 1.2, any other Principal Holder that desires to participate in such registration may do so by using one of ~~the anticipated delay~~its requests for registration provided in this Section 1.2 or by exercising its registration rights under Section 1.6; a Holder exercising a request for registration under this Section 1.2 shall be treated as a requesting Principal Holder for all purposes hereof. ~~Within twenty (20) days after receiving such certificate,~~ A request for registration shall not count as a request for registration under this Section 1.2 until the Demand ~~Request may be withdrawn~~ Registration Statement is declared effective by ~~those Persons representing a majority~~ the Commission and remains effective until the earlier of (i) 90 days from the effective date and (ii) the disposition of all Registrable Securities ~~being registered on the Registration Statement filed pursuant to~~ covered by such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such HoldersStatement.

Appears in 1 contract

Sources: Stockholders and Registration Rights Agreement (Iowa Telecommunications Services Inc)

Demand Registrations. ~~Section 3.1 At any time commencing after~~ (1) As soon as practicable but no later than thirty (30) calendar days following the ~~expiration~~ closing of the ~~Lock-Up Period~~Merger (the “Filing Date”), ~~each Holder (~~the Company shall prepare and file with the SEC a ~~“Demand Holder”) may make a written request (each a “Demand Request”) for~~ shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “~~Demand Registration~~Shelf Registration Statement”) covering the resale of all ~~or part of~~ the Registrable Securities ~~held by~~ (determined as of two business days prior to such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, filing) on ~~the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding~~ a delayed or ~~(ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts~~ continuous basis and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to ~~file a~~ have such Shelf declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the Commission notifies the Company that it will “review” the Shelf Registration Statement ~~registering~~ and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be ~~requested by any~~ necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders ~~thereof (including the Holder or Holders making the initial Demand Request)~~ named therein to sell their Registrable Securities included therein and in compliance with the ~~Commission not later than 120 days after receipt~~ provisions of the Securities Act until such ~~Demand Request (~~time as there are no longer any Registrable Securities. In the ~~“Demand Filing Date”) and~~ event the Company files a Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to ~~cause the same~~ convert such Shelf Registration Statement to ~~be declared effective by the Commission~~ a Shelf Registration Statement on Form S-3 as ~~promptly~~ soon as practicable after ~~such filing. Both~~ the ~~Demand Request and any request~~ Company is eligible to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using use Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.

Appears in 1 contract

Sources: Registration Rights Agreement (VG Acquisition Corp.)

Demand Registrations. ~~Section 3.1~~ 3.2.1 At any time ~~commencing~~ after twelve (12) months from the ~~expiration~~ date of this Agreement, one or more Sellers holding at least fifty percent (50%) of the ~~Lock-Up Period, each Holder (a “Demand Holder”)~~ Registrable Securities may ~~make a written~~ request ~~(each a “Demand Request”) for registration~~ the Buyer to register under the Securities Act ~~(a “Demand Registration”) of~~ all or ~~part~~ any portion of the Registrable Securities held by such ~~Holder~~requesting Sellers in the manner specified in such request, and upon receipt of such request the Buyer shall promptly deliver notice of such request to all Sellers holding Registrable Securities who shall then have thirty (30) days to notify the Buyer in writing of their desire to be included in such registration. The Buyer will use its best efforts to expeditiously effect the registration of all Registrable Securities whose Sellers request participation in such registration under the Securities Act, but only to the extent provided for in the following provisions of this Agreement; provided, however, that if the ~~Registrable Securities requested~~ Buyer shall not be required to ~~be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested~~ effect registration pursuant to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. a request under this Section 3.2 ~~Within 15 days after receipt of each Demand Request,~~ more than one (1) time for the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such Sellers of the Registrable Securities as a group, and may register the Registrable Securities on Form S-3 under the Securities Act, if available. Notwithstanding anything to the contrary contained herein, the right to demand registration under this Section 3.2 shall terminate after the effective date of a registration statement filed by the Buyer covering a firm commitment for an underwritten public offering in which the Sellers shall have been entitled to join and in which there shall have been effectively registered all Registrable Securities as to which registration shall have been requested. 3.2.2 Whenever a requested registration pursuant to Section 3.2.1 above is for an underwritten offering, only Registrable Securities which are to be included in the underwriting may be ~~requested by any Holders thereof (including~~ included in the ~~Holder or Holders making~~ registration, and, if the ~~initial Demand Request) with the Commission not later than 120 days after receipt~~ managing underwriter of such ~~Demand Request (~~offering determines in good faith that the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion number of Registrable Securities ~~owned~~ so included which are to be sold by the Sellers of the Registrable Securities should be limited due to market conditions and/or the necessity of including in such underwriting or registration securities to be sold for the account of the Buyer, then the Buyer may reduce the number of securities to be included in such offering to a ~~Demand Holder~~ number deemed satisfactory by the managing underwriter, provided that the securities to be excluded shall be determined in the following order of priority: first; securities held by persons participating in such offering not having contractual, incidental or "piggyback" registration rights; and second, securities held by any person having contractual, incidental or "piggyback" registration rights subordinated and junior to the rights of the sellers of Registrable Securities; and third, securities held by any Seller participating in such registration pursuant to the exercise of demand registration rights pursuant to Section 3.2.1 above, as determined on a ~~Demand Request~~ pro rata basis. Notwithstanding the foregoing, in the event that the underwriter or underwriters cut back the number of Registrable Securities required to be included by the Sellers in such demand registration by more than fifty percent (~~including a notice of a non-requesting holder to join a Demand Request) shall~~ 50%), then such registration will not be deemed to ~~have been effected~~ be a demand registration for purposes of this Section 3.2. Whenever a requested registration pursuant to ~~a single Demand Request.~~ Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements 3.2.1 above is for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-underwritten public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Requestoffering, the ~~Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral~~ Sellers of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing at least a majority of the Registrable Securities ~~being registered on~~ as to which registration has been requested may designate the ~~Registration Statement filed~~ managing underwriter(s) of such offering. 3.2.3 If at the time of any request to register Registrable Securities pursuant to ~~such Demand Request upon providing written notice~~ Section 3.2.1 above the Buyer is preparing or within thirty (30) days thereafter commences to prepare a registration statement for a public offering (other than a registration effected solely to implement an employee benefit plan, a reorganization or merger or acquisition, or a transaction to which Rule 145 of the ~~Corporation; if withdrawn~~Commission is applicable) which in fact is filed and becomes effective within ninety (90) days after the request, ~~the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If,~~ or is engaged in ~~connection with~~ any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, thenactivity which, in the ~~discretion~~ good faith determination of the Buyer's board of directors, would be adversely affected by the requested registration to the material detriment of the Buyer, then the Buyer may at its option direct that such request be delayed for a period not in excess of four (4) months from the effective date of such ~~managing underwriter~~offering or the date of commencement of such other activity, as the ~~Corporation~~ case may be, such right to delay a request to be exercised by the Buyer not more than once in any one (1) year period. Nothing in this Section 3.2.3 shall ~~include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares~~ preclude a seller of Registrable Securities ~~shall be excluded~~ from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holdersenjoying registration rights which it might otherwise possess under Section 3.3 hereof.

Appears in 1 contract

Sources: Stock Purchase Agreement (Nexiq Technologies Inc)

Demand Registrations. ~~Section 3.1 At any time commencing~~ From and after the ~~expiration~~ date which is six months following the Closing Date, the holders of Registrable Securities shall have the right, by written notice delivered to the Company by or on behalf of the ~~Lock~~holders of at least fifty-~~Up Period~~one percent (51%) of the outstanding Registrable Securities, ~~each Holder~~ to require the Company to register (~~a “~~the "Initial Demand ~~Holder”~~Registration") ~~may make a written request (each a “Demand Request”) for registration~~ under the Securities Act ~~(a “Demand Registration”) of all or part of the Registrable Securities held by such Holder; provided, however, that if the Registrable Securities requested~~ up to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three one hundred percent (3100%) of the ~~shares~~ Registrable Securities. The Initial Demand Registration is exercisable once. Subsequent to the Initial Demand Registration, the holders of ~~Common Stock~~ Registrable Securities then outstanding shall have the right, by written notice delivered to the Company by or on behalf of the holders of at least fifty-one percent (51%) of the remaining Registrable Securities, to require the Company to register (the "Second Demand Registration") under the Securities Act up to one hundred percent (100%) of such remaining Registrable Securities as were not sold pursuant to the Initial Demand Registration. The Second Demand Registration is exercisable once and not (i) prior to six months after the effective date of the Registration Statement filed pursuant to the Initial Demand Registration or (ii) after the Termination Date. Subsequent to the Second Demand Registration, the holders of Registrable Securities then outstanding shall have ~~an aggregate minimum market value~~ the right, by written notice delivered to the Company by or on behalf of the holders of at least ~~$25,000,000 before calculation~~ fifty-one percent (51%) of ~~underwriting discounts and commissions. Each~~ the remaining Registrable Securities, to require the Company to register (the "Final Demand ~~Request shall specify~~ Registration") under the ~~number~~ Securities Act up to one hundred percent (100%) of ~~shares of~~ such remaining Registrable Securities ~~proposed to be~~ as were not sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice pursuant to the ~~Corporation of their intention to have any or all of their Registrable Securities be included in the~~ Second Demand Registration. The ~~Corporation shall use its commercially reasonable efforts~~ Final Demand Registration is exercisable once and not (i) prior to ~~file a~~ six months after the effective date of the Registration Statement ~~registering~~ filed pursuant to the Second Demand Registration or (ii) after the Termination Date. The holders of Registrable Securities shall not be entitled to request a Second or Final Demand Registration if at such time less than 10% of the initial amount of Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and are outstanding. The Company shall use commercially reasonable efforts to promptly prepare and file each Registration Statement for a Demand Registration and cause the same to be declared effective by the ~~Commission as promptly as practicable~~ SEC; provided, however, that if the Holders have received written notice from the Company that the Company is planning to commence a Public Offering within the next 30 days, the Holders will have no right to request a Demand Registration until 180 days after the date of the Public Offering or at such ~~filing~~time that the Company is no longer pursuing such public offering. ~~Both~~ If any Demand Registration is requested to be a "shelf" registration, the ~~Demand Request and any request~~ Company shall use reasonable best efforts to ~~join~~ keep the Registration Statement filed in respect thereof effective for a period of twelve (12) months from the date on which the SEC declares such ~~Demand Request shall be considered a single Demand Request. Any inclusion of~~ Registration Statement effective (subject to extension pursuant to Section 4) or such shorter period which will terminate when all Registered Registrable Securities ~~owned~~ covered by ~~a Demand Holder~~ such Registration Statement have been sold pursuant to ~~a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall~~ such Registration Statement. A registration will not be deemed to have been effected pursuant to a ~~single~~ shelf Registration Statement, and shall not reduce the number of Demand ~~Request.~~ Requests available to the Holders, unless (x) the provisions of Section ~~3.3 Notwithstanding any other provision set forth in this~~ 3 are fulfilled with respect to such shelf Registration Statement and (y) the shelf Registration Statement with respect thereto has remained effective for the minimum period of time required by Section 3, ~~each Stockholder~~ as extended as provided in such Section 3. At any time that a shelf Registration Statement is effective, Holders of a majority of the outstanding Registrable Securities may deliver a notice to the Company (~~together with~~ a "Shelf Underwriting Notice") stating that they intend to effect a Shelf Underwritten Offering of all or part of ~~its assignees)~~ the Registrable Securities included by such Holders on the Shelf Registration Statement and stating the aggregate offering price and/or number of the Registrable Securities to be included in the Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement as may be ~~entitled~~ necessary in order to ~~deliver no~~ enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Registrable Securities by the Company and/or any Other Holders); provided, that, the Holders may not request more than two Shelf Underwritten Offerings in any twelve month period. Notwithstanding anything herein to the contrary, the Company may, one time in any twelve (212) month period, for up to a maximum of 90 days, delay the filing of any Demand ~~Requests; provided~~Registration, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after suspend the effectiveness of any Registration Statement ~~filed~~ and/or give a notice for purposes of the last paragraph of Section 5, as appropriate, if the Company shall have determined in good faith, upon advice of counsel, that it would be required to disclose any significant corporate development which disclosure would have a material effect on the Company, by giving notice in accordance with Section 5(c)(7) (i) a "Suspension Period"); provided, that, the period of time which the Demand Registration is required to be effective shall be increased by the ~~Corporation pursuant to an Underwritten Offering by~~ number of days of the ~~Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until~~ Suspension Period if the ~~Registration Statement registering the shares~~ effectiveness of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respectsRegistration was suspended, ~~in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (~~but not ~~the preparation~~beyond twelve (12) ~~of a Registration Statement required by this Section 3 until a date not later than 90 days~~ months; and provided, further, that after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral termination of the ~~filing of a Registration Statement pursuant to this Section 3.5~~ Suspension Period the Company shall ~~be lifted, and~~ comply with the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described obligations set forth in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then5(1). The Company agrees that, in the ~~discretion~~ event it exercises its rights under this paragraph, it shall, prior to the expiration of ~~such managing underwriter~~the Suspension Period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the ~~Corporation shall include in such~~ delayed Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such HoldersStatement.

Appears in 1 contract

Sources: Registration Rights Agreement (Schawk Inc)

Demand Registrations. ~~Section 3.1 At any time commencing after~~ (a) Following the ~~expiration~~ date hereof for a period of ten (10) years (the ~~Lock-Up Period~~"DEMAND PERIOD"), ~~each Holder~~ the Holders shall have the right (the "DEMAND RIGHT") to require the Company to file a ~~“Demand Holder”) may make a written request (each a “Demand Request”) for~~ registration statement under the Securities Act ~~(a “Demand Registration”)~~ in respect of ~~all or part of the~~ Registrable ~~Securities~~ Shares held by such Holder; ~~provided~~PROVIDED, ~~however~~HOWEVER, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) ~~constitute at least three percent (3%) of~~ such Demand Right may be exercised only during the ~~shares of Common Stock outstanding or~~ Exercise Period and (ii) ~~have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify~~ the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to ~~deliver no more than~~ only two (2) Demand ~~Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply~~Registrations hereunder. In ~~addition~~exercising the Demand Right, a Holder may only exercise it in respect of at least 50% of the Demand Registrable Shares at that time and in no event shall a Holder be entitled to exercise the second Demand Right hereunder until the date that is six (6) months after the date on which the first Demand Registration hereunder is declared effective under the Securities Act. As promptly as practicable, but in no event later than thirty (30) days after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such request, the Company shall file with the Commission and thereafter use its best efforts to cause to be declared effective promptly a registration statement (a "DEMAND REGISTRATION") providing for the registration of all Registrable Shares as such Holder shall have demanded be registered. (b) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to ~~deliver a~~ postpone and delay, until the earliest practicable time at which such Demand ~~Request within 90~~ Registration can reasonably be effective, but in no event longer than one hundred twenty (120) days ~~after~~ (the ~~effectiveness~~ "BLACKOUT PERIOD"), the filing of ~~any~~ the Demand Registration ~~Statement filed~~ if (i) by the ~~Corporation~~ company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to ~~an Underwritten Offering by the Corporation or~~ Section 3.02 hereof, (ii) ~~on behalf~~ the Company is subject to an existing contractual obligation with an underwriter not to engage in a public offering, or (iii) the Company shall determine that any such filing or the offering of any ~~Demand Holder~~ Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, disposition, corporate reorganization or other ~~holder~~ similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of ~~demand registration rights. Section 3.4 A registration will~~ any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders; PROVIDED, HOWEVER, that the Blackout Period shall terminate upon the completion or abandonment of the relevant securities offering or sale, the termination or expiration of the existing contractual obligation to its underwriters not ~~count~~ to engage in a public offering, the completion or abandonment of the relevant financing, acquisition, corporate reorganization or other similar transaction, such time as a such Demand Registration ~~until~~ shall no longer affect the relevant pending or contemplated offering of securities by the Company, or the public disclosure by the Company or public admission by the Company of such material nonpublic information or such time as such material nonpublic information shall be publicly disclosed, as the case may be. After the expiration of any Blackout Period and without any further request from a Holder, the Company shall effect the filing of the Demand Registration ~~Statement registering~~ and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the ~~shares~~ effective date of such Demand ~~Request has been declared effective by the Commission (unless the Demand Holder withdraws all of~~ Registration, withdrawn in writing its ~~Registrable Securities and the Corporation has performed its obligations hereunder in all material respects~~initial request, in which case such ~~demand will count as~~ withdrawn request shall not constitute a Demand Registration for purposes of Section 3.01(a) hereunder. In no event shall the Company be entitled to more than one (1) Blackout Period hereunder in respect of any Demand Registration). ~~Section 3.5 The Corporation may defer~~ (c) Except with respect to any request by a Holder for a Demand Registration which is subsequently withdrawn at the ~~filing (but not the preparation)~~ request of a such Holder prior to such Demand Registration ~~Statement required~~ becoming effective other than by ~~this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is~~ reason of (i) a material ~~non-public information regarding~~ adverse change affecting the ~~Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose~~ Company or capital markets generally, (ii) ~~there is~~ notification by the Company of an intention to file a ~~significant business opportunity (including but not limited~~ registration statement with respect to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. Class A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminatedShares, or (ziii) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering circumstances described in Section ~~3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment~~3.01(b), such ~~limitation is necessary~~ Holder shall pay all expenses relating to ~~effect an orderly public distribution, then, in~~ the ~~discretion~~ preparation of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holderswithdrawn Demand Registration.

Appears in 1 contract

Sources: Registration Rights Agreement (Getty Images Inc)

Common use of Demand Registrations Clause in Contracts