Demand. At any time and from time to time following the registration of the Common Stock under the Exchange Act, one or more Registration Demanding Holders may make a written request to the Company for the registration with the Commission under the Securities Act of all or part of such Registration Demanding Holders’ Registrable Securities on (i) Form S-1 (a “Long-Form Registration”) or (ii) if available, Form S-3 (a “Short Form Registration”), each of which may be a shelf registration statement filed pursuant to Rule 415 promulgated under the Securities Act (or any successor rule), in each case which request shall specify the number and type of Registrable Securities to be disposed of by such Registration Demanding Holders and the proposed plan of distribution therefor (a “Registration Demand”). Upon the receipt of any Registration Demand, the Company promptly shall notify any other Holders, if any, of such receipt (the “Demand Notice”). Thereafter, the Company shall file such registration statement under the Securities Act in accordance with Section 2.6(a), such registration under the Securities Act of: (i) the Registrable Securities that the Company has been so requested to register by the Registration Demanding Holders, and (ii) all other Registrable Securities which the Company has been requested to register by any other Holder by written request of such Holder given to the Company within 15 days after such Holder’s receipt of the Demand Notice, all to the extent necessary to permit the disposition of the Registrable Securities so to be registered; provided that, (A) the Company shall not be required to effect more than a total of six Long-Form Registrations pursuant to this Section 2.2(a); (B) if the Company has previously effected a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) or has previously effected a registration for a Marketed Underwritten Offering of which notice has been given to the Holders pursuant to Section 2.1(a) or 2.2(a), the Company shall not be required to effect any registration for a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) until a period of 90 days shall have elapsed from the date on which such previous registration became effective (or, in the case of a Marketed Underwritten Offering, 90 days from the date on which such Marketed Underwritten Offering was priced); (C) any Holder whose Registrable Securities were to be included in any such registration pursuant to this Section 2.2(a), by written notice to the Company, may withdraw such request and, upon receipt of such notice of the withdrawal of such request, the Company shall not be required to effect such registration if the Holders who do not withdraw from such registration do not meet the requirements of Clause (D) below, and no such request for registration shall be counted for purposes of determining the number of Long-Form Registrations to which any such Holders are entitled pursuant to this Section 2.2(a); (D) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) unless the Registrable Securities proposed to be sold in such registration have a reasonably anticipated aggregate offering price of at least (i) $100 million, in the case of a Long-Form Registration, or (ii) $25 million, in the case of a Short-Form Registration; (E) no Demand Holder is entitled to request a registration under Section 2.2(a) if all of its Registrable Securities are already registered on an effective Shelf Registration Statement; (F) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) during any period that the Board has determined to delay the filing of the Shelf Registration Statement pursuant to Section 2.1(d); and (G) the Company shall not be required to effect any Underwritten Offering pursuant to this Section 2.2(a) unless the Registration Demanding Holders shall have given an Underwritten Offering Notice (as defined below) and such request is permitted under Section 2.3(a) or (b) hereof.
Appears in 2 contracts
Sources: Registration Rights Agreement (Vistra Energy Corp), Registration Rights Agreement (Energy Future Competitive Holdings Co LLC)
Demand. At any time and from time during the term of this Agreement, a Holder or Holders may request the Company, in writing (a "Demand Registration Notice"), to time following effect the registration of all or such portion of the Common Stock under the Exchange ActRegistrable Securities as such Holder or Holders shall specify; provided, that only one or more Registration Demanding Holders demand may make a written request be made pursuant to this Section 3(a) during any six month period; provided, further, that an aggregate of only three demands may be made pursuant to this Section 3(a), unless the Company for the registration with the Commission under the Securities Act of all or part of such Registration Demanding Holders’ Registrable Securities on (i) Form S-1 (a “Long-Form Registration”) or (ii) if available, is eligible to use Form S-3 (a “Short Form Registration”), each of which may be a shelf registration statement filed pursuant to Rule 415 promulgated under the Securities Act (or any successor rule), form) in each which case which request the foregoing limitation shall specify the number and type of Registrable Securities to be disposed of by such Registration Demanding Holders and the proposed plan of distribution therefor (a “Registration Demand”)not apply. Upon the receipt of any such Demand Registration Demand, the Company promptly shall notify any other Holders, if any, of such receipt (the “Demand Notice”). Thereafter, the Company shall file promptly give written notice of such proposed registration to all other Holders. Such Holders shall have the right, by giving written notice (the "Demand Participation Notice") to the Company within fifteen (15) days after the Company provides its notice, to elect to have included in such registration statement such number of their Registrable Securities as such Holders may request in such Demand Participation Notice. A Holder or Holders may, at any time up to five (5) Business Days before the filing date of the applicable Registration Statement relating to the Demand Registration, request that his or its Registrable Securities not be included therein by providing a written notice to that effect to the Company. Upon receipt of a Demand Registration Notice, the Company shall use its commercially reasonable efforts to file, as expeditiously as possible, but in any event no later than forty-five (45) days after such Demand Registration Notice, a Registration Statement on Form S-3 (or any successor form), or any other form available to the Company under the Securities Act in accordance with Section 2.6(a)Act, such registration under the Securities Act of:
(i) the covering all Registrable Securities that which the Company has been so requested to register by (the Registration Demanding Holders, and
(ii) all other Registrable Securities which the Company has been requested to register by any other Holder by written request of such Holder given to the Company within 15 days after such Holder’s receipt of the "Demand Notice, all to the extent necessary to permit the disposition of the Registrable Securities so to be registered; provided that,
(A) the Company shall not be required to effect more than a total of six Long-Form Registrations pursuant to this Section 2.2(aRegistration");
(B) if the Company has previously effected a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) or has previously effected a registration for a Marketed Underwritten Offering of which notice has been given to the Holders pursuant to Section 2.1(a) or 2.2(a), the Company shall not be required to effect any registration for a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) until a period of 90 days shall have elapsed from the date on which such previous registration became effective (or, in the case of a Marketed Underwritten Offering, 90 days from the date on which such Marketed Underwritten Offering was priced);
(C) any Holder whose Registrable Securities were to be included in any such registration pursuant to this Section 2.2(a), by written notice to the Company, may withdraw such request and, upon receipt of such notice of the withdrawal of such request, the Company shall not be required to effect such registration if the Holders who do not withdraw from such registration do not meet the requirements of Clause (D) below, and no such request for registration shall be counted for purposes of determining the number of Long-Form Registrations to which any such Holders are entitled pursuant to this Section 2.2(a);
(D) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) unless the Registrable Securities proposed to be sold in such registration have a reasonably anticipated aggregate offering price of at least (i) $100 million, in the case of a Long-Form Registration, or (ii) $25 million, in the case of a Short-Form Registration;
(E) no Demand Holder is entitled to request a registration under Section 2.2(a) if all of its Registrable Securities are already registered on an effective Shelf Registration Statement;
(F) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) during any period that the Board has determined to delay the filing of the Shelf Registration Statement pursuant to Section 2.1(d); and
(G) the Company shall not be required to effect any Underwritten Offering pursuant to this Section 2.2(a) unless the Registration Demanding Holders shall have given an Underwritten Offering Notice (as defined below) and such request is permitted under Section 2.3(a) or (b) hereof.
Appears in 2 contracts
Sources: Registration Rights Agreement (Infogrames Entertainment Sa), Registration Rights Agreement (Atari Inc)
Demand. Registrations ----------------------
Section 3.1 At any time and commencing at least 180 days after the effective date of any registration statement covering the IPO, each Holder (a "Demand ------ Holder") may, from time to time following the registration of the Common Stock under the Exchange Acttime, one or more Registration Demanding Holders may make a written request to the Company (each a "Demand ------ ------ Request") for the registration with the Commission under the Securities Act of all or part of such Registration Demanding Holders’ Registrable Securities on (i) Form S-1 (a “Long-Form Registration”) or (ii) if available, Form S-3 (a “Short Form Registration”), each of which may be a shelf registration statement filed pursuant to Rule 415 promulgated under the Securities Act (a "Demand Registration") of ------------------- all or any successor rule)part of the Registrable Securities held by such Holder; provided, in each case however, that the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least one percent (1%) of the shares of Common Stock outstanding, which request 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 $50,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number and type of Registrable Securities Shares proposed to be disposed of sold by such Registration Demanding Holders and the proposed plan of distribution therefor (a “Registration Demand”). Upon the Demand Stockholder.
Section 3.2 Within 15 days after receipt of any Registration Demand, the Company promptly shall notify any other Holders, if any, of such receipt (the “each Demand Notice”). ThereafterRequest, the Company shall file such registration statement under the Securities Act in accordance with Section 2.6(a), such registration under the Securities Act of:
(i) the Registrable Securities that the Company has been so requested to register by the Registration Demanding Holders, and
(ii) all other Registrable Securities which the Company has been requested to register by any other Holder by give written request notice of such Holder given Demand Request to the Company within 15 days after all non-requesting Holders and shall use its best efforts to cause a Registration Statement covering such Holder’s receipt of the Demand Notice, all to the extent necessary to permit the disposition of the Registrable Securities so as may be requested by any Holders thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered; provided that,filed with the Commission not later than 120 days after receipt of 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.
Section 3.3 Notwithstanding any other provision set forth in this Section 3, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Company pursuant to an Underwritten Offering by the Company other than the IPO or (ii) on behalf of any Demand Holder or any other Holder of demand registration rights with respect to the Common Stock.
Section 3.4 The Company may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 120 days after the Demand Filing Date if:
(Aa) at the time the Company shall receives the Demand Request, there is (i) material non-public information regarding the Company which the Board reasonably determines not to be in the Company's best interest to disclose and which the Company 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 Company which the Board reasonably determines not to be in the Company's best interest to disclose; or
(b) prior to receiving the Demand Request, the Board had determined to effect more than an Underwritten Offering and the Company had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a total of six Long-Form Registrations Registration Statement pursuant to this Section 2.2(a);
3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (Bx) if the Company has previously effected a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) or has previously effected a registration for a Marketed Underwritten Offering of which notice has been given to the Holders pursuant to Section 2.1(a) or 2.2(a), the Company shall not be required to effect any registration for a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) until a period of 90 days shall have elapsed from the date on which such previous registration became effective (or, in the case of a Marketed Underwritten Offeringdeferral pursuant to clause (a)(i), 90 days from the date on which such Marketed Underwritten Offering was pricedmaterial non-public information is made public by the Company, (y) in the case of a deferral pursuant to clause (a)(ii);
, the significant business opportunity is disclosed by the Company or is terminated, or (Cz) any Holder whose Registrable Securities were in the case of a deferral pursuant to be included in any such clause (b), the proposed registration for the Company's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.2(a3.5, the 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 Company stating that the Company is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within 20 days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Demand Holder and each other Holder and for which registration was previously requested may withdraw such Demand Request by giving written notice to the Company, may withdraw such request and, upon receipt of such notice of the withdrawal of such request, the Company shall not be required to effect such registration if the Holders who do not withdraw from such registration do not meet the requirements of Clause (D) below, and no such request for registration shall be counted for purposes of determining the number of Long-Form Registrations to which any such Holders are entitled pursuant to this Section 2.2(a);
(D) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) unless the Registrable Securities proposed to be sold in such registration have a reasonably anticipated aggregate offering price of at least (i) $100 million, in the case of a Long-Form Registration, or (ii) $25 million, in the case of a Short-Form Registration;
(E) no Demand Holder is entitled to request a registration under Section 2.2(a) if all of its Registrable Securities are already registered on an effective Shelf Registration Statement;
(F) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) during any period that the Board has determined to delay the filing of the Shelf Registration Statement pursuant to Section 2.1(d); and
(G) the Company shall not be required to effect any Underwritten Offering pursuant to this Section 2.2(a) unless the Registration Demanding Holders shall have given an Underwritten Offering Notice (as defined below) and such request is permitted under Section 2.3(a) or (b) hereof.
Appears in 1 contract
Sources: Registration Rights Agreement (America Online Latin America Inc)
Demand. At In case the Company shall receive from any time and from time to time following the registration of the Common Stock under the Exchange Act, one or more Registration Demanding Holders may make Holder a written request to that the Company for the effect any registration with the Commission under the Securities Act respect to at least 150,000 Series A Preferred Shares and/or shares of all Common Stock issued or part issuable upon conversion of such Registration Demanding Holders’ Registrable Securities on (i) Form S-1 (a “Long-Form Registration”) or (ii) if available, Form S-3 (a “Short Form Registration”), each of which may be a shelf registration statement filed pursuant to Rule 415 promulgated under the Securities Act (or any successor rule), in each case which request shall specify the number and type of Registrable Securities to be disposed of by such Registration Demanding Holders and the proposed plan of distribution therefor (a “Registration Demand”). Upon the receipt of any Registration DemandSeries A Preferred Shares, the Company promptly shall notify any other Holders, if any, of such receipt (the “Demand Notice”). Thereafter, the Company shall file such registration statement under the Securities Act in accordance with Section 2.6(a), such registration under the Securities Act ofwill:
(i) promptly give written notice of the Registrable Securities that the Company has been so requested proposed registration to register by the Registration Demanding all other Holders, ; and
(ii) all file a registration statement with the Commission within 120 days after USF's request and use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as would permit or facilitate the sale and distribution of such Registrable Securities which the Company has been requested to register by as are specified in such request, together with all Registrable Securities of any other Holder by or Holders joining in such request as are specified in a written request of such Holder given to received by the Company within 15 30 days after such Holder’s receipt of such written notice from the Demand NoticeCompany; Provided, all to the extent necessary to permit the disposition of the Registrable Securities so to be registered; provided that,
(A) however, that the Company shall not be required obligated to take any action to effect more than a total of six Long-Form Registrations any such registration, qualification or compliance pursuant to this Section 2.2(a)5:
(A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(B) if After the Company has previously effected a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) or has previously effected a registration for a Marketed Underwritten Offering of which notice has been given to the Holders pursuant to Section 2.1(a) or 2.2(a), the Company shall not be required to effect any registration for a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) until a period of 90 days shall have elapsed from the date on which such previous registration became effective (or, in the case of a Marketed Underwritten Offering, 90 days from the date on which such Marketed Underwritten Offering was priced);
(C) any Holder whose Registrable Securities were to be included in any such registration pursuant to this Section 2.2(a5(a), by written notice to the Company, may withdraw such request and, upon receipt of such notice of the withdrawal of such request, the Company shall not be required to effect such registration has been declared or ordered effective and the securities offered pursuant to such registration have been sold (provided, however, that if the Holders who do not withdraw from such registration do not meet managing underwriter, in accordance with the requirements provisions of Clause (D) belowSection 5(b), and no such request for registration shall be counted for purposes of determining has reduced by more than 50,000 shares the number of Long-Form Registrations shares of Registrable Securities included in such registration, the Holders thereof shall retain the right to which any request one registration of such Holders are entitled pursuant to shares in accordance with the provisions of this Section 2.2(a5, and provided further that nothing contained herein shall restrict or limit the rights of the Holders under Section 6);; or
(DC) During the Company shall not be required period starting with the date 60 days prior to effect any registration pursuant to this Section 2.2(a) unless the Registrable Securities proposed to be sold in such registration have filing of, and ending on a reasonably anticipated aggregate offering price of at least (i) $100 milliondate three months following the effective date of, in the case of a Long-Form Registration, or (ii) $25 million, in the case of a Short-Form Registration;
(E) no Demand Holder is entitled to request a registration under Section 2.2(a) if all statement (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of its Registrable Securities are already registered on an effective Shelf Registration Statement;
(F) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) during any period that the Board has determined to delay the filing Securities). CUSIP No. 553358 10 2 Page 32 of the Shelf Registration Statement pursuant to Section 2.1(d); and
(G) the Company shall not be required to effect any Underwritten Offering pursuant to this Section 2.2(a) unless the Registration Demanding Holders shall have given an Underwritten Offering Notice (as defined below) and such request is permitted under Section 2.3(a) or (b) hereof.41 pages -------------------------------------------------------------------------------
Appears in 1 contract
Sources: Transfer and Registration Agreement (United States Filter Corp)
Demand. At any time and from time to time following after the first ------ anniversary of the consummation by the Company of an initial public offering of shares of Common Stock, AccuStaff (the "Initiating Holder") may, upon written ----------------- request, require the Company to effect the registration of the Common Stock under the Exchange Act, one or more Registration Demanding Holders may make a written request to the Company for the registration with the Commission under the Securities Act of all or part of such Registration Demanding Holders’ the Registrable Securities held by such Initiating Holder; provided, however, that the Initiating Holder may not effect a registration of -------- ------- the Registrable Securities under this Section 2.1 on more than one occasion. Notwithstanding the foregoing, the Company shall not be required to honor a request made pursuant to this Section 2.1 unless the number of Shares to be offered for sale by the Initiating Holder (itogether with the number of Shares to be offered for sale by other holders of Registrable Securities whom the Initiating Holder has notified the Company intend to piggyback on such request in accordance with Section 2.2 hereof) Form S-1 pursuant to such request shall have a market value on the date of such request of greater than $10,000,000. The Company will (and in any event within 10 business days) promptly give written notice of such requested registration to all other holders of Common Stock, who are entitled to include shares of Common Stock in such registration, and thereupon the Company will use its best efforts to effect, at the earliest possible date, the effective registration under the Securities Act, including, without limitation, by means of a “Long-Form Registration”) or (ii) if available, shelf registration on Form S-3 (a “Short Form Registration”), each of which may be a shelf registration statement filed or any successor form) pursuant to Rule 415 promulgated under the Securities Act if so requested in such request (but only if the Company is then eligible to use such a shelf registration and Form S-3 (or any such successor ruleform) is available to the Company), in each case which request shall specify the number and type of Registrable Securities to be disposed of by such Registration Demanding Holders and the proposed plan of distribution therefor (a “Registration Demand”). Upon the receipt of any Registration Demand, the Company promptly shall notify any other Holders, if any, of such receipt (the “Demand Notice”). Thereafter, the Company shall file such registration statement under the Securities Act in accordance with Section 2.6(a), such registration under the Securities Act of:
(i) the Registrable Securities that the Company has been so requested to register by the Registration Demanding HoldersInitiating Holder, and
and (ii) all other Registrable Securities which shares of Common Stock that the Company wishes to register or has been requested to register by any other Holder the holders thereof (such holders together with the Initiating Holders hereinafter are referred to as the "Selling Holders") by written request of such Holder --------------- given to the Company within 15 30 days after the giving of such Holder’s receipt of written notice by the Demand NoticeCompany, all to the extent necessary requisite to permit the disposition of the Registrable Securities shares of Common Stock so to be registered; provided that,
(A) the Company shall not be required to effect more than a total of six Long-Form Registrations pursuant to this Section 2.2(a);
(B) if the Company has previously effected a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) or has previously effected a registration for a Marketed Underwritten Offering of which notice has been given to the Holders pursuant to Section 2.1(a) or 2.2(a), the Company shall not be required to effect any registration for a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) until a period of 90 days shall have elapsed from the date on which such previous registration became effective (or, in the case of a Marketed Underwritten Offering, 90 days from the date on which such Marketed Underwritten Offering was priced);
(C) any Holder whose Registrable Securities were to be included in any such registration pursuant to this Section 2.2(a), by written notice to the Company, may withdraw such request and, upon receipt of such notice of the withdrawal of such request, the Company shall not be required to effect such registration if the Holders who do not withdraw from such registration do not meet the requirements of Clause (D) below, and no such request for registration shall be counted for purposes of determining the number of Long-Form Registrations to which any such Holders are entitled pursuant to this Section 2.2(a);
(D) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) unless the Registrable Securities proposed to be sold in such registration have a reasonably anticipated aggregate offering price of at least (i) $100 million, in the case of a Long-Form Registration, or (ii) $25 million, in the case of a Short-Form Registration;
(E) no Demand Holder is entitled to request a registration under Section 2.2(a) if all of its Registrable Securities are already registered on an effective Shelf Registration Statement;
(F) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) during any period that the Board has determined to delay the filing of the Shelf Registration Statement pursuant to Section 2.1(d); and
(G) the Company shall not be required to effect any Underwritten Offering pursuant to this Section 2.2(a) unless the Registration Demanding Holders shall have given an Underwritten Offering Notice (as defined below) and such request is permitted under Section 2.3(a) or (b) hereof.
Appears in 1 contract
Demand. At any time and after six months following the Effective Date, upon written notice to the Company from time a Holder (the "Initiating Holder") of Registrable Securities requesting that the Company effect, pursuant to time following this Section 2, the registration of the Common Stock under the Exchange Act, one or more Registration Demanding Holders may make a written request to the Company for the registration with the Commission such Initiating Holder's Registrable Securities under the Securities Act of all or part having a market value at the time of such Registration Demanding Holders’ Registrable Securities on notice of not less than $25,000,000 (i) Form S-1 (a “Long-Form Registration”) or (ii) if available, Form S-3 (a “Short Form Registration”), each of which may be a shelf registration statement filed pursuant to Rule 415 promulgated under the Securities Act (or any successor rule), in each case which request notice shall specify the number and type of Registrable Securities so requested to be disposed registered, the proposed amounts thereof (which shall be Registrable Securities having a market value of at least $25,000,000) and the intended method or methods of disposition by such Registration Demanding Initiating Holders and (including whether or not the proposed plan of distribution therefor (a “Registration Demand”offering is to be underwritten). Upon the receipt of any Registration Demand, the Company promptly shall notify any other Holders, if any, of such receipt (the “Demand Notice”). Thereafter, the Company shall file promptly (but in any event within 20 days) give written notice of such requested registration statement under to all Holders, and thereupon the Securities Act in accordance with Section 2.6(a)Company shall, such as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of:
(iA) the Registrable Securities that the Initiating Holder has requested the Company has been so requested to register by register, for disposition in accordance with the Registration Demanding Holders, intended method or methods of disposition stated in their notice to the Company; and
(iiB) all other Registrable Securities the Holders of which the Company has been requested to register by any other Holder by shall have made a written request of such Holder given to the Company for registration thereof (which request shall specify such Registrable Securities and the proposed amounts thereof) within 15 20 days after such Holder’s the receipt of such written notice from the Demand NoticeCompany, all to the extent necessary requisite to permit the disposition by Holders of the securities then constituting Registrable Securities so to be registered; provided that,
(A) provided, however, notwithstanding the Company shall not be required to effect more than a total foregoing provisions of six Long-Form Registrations pursuant to this Section 2.2(a);
(B) if the Company has previously effected a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) or has previously effected a registration for a Marketed Underwritten Offering of which notice has been given to the Holders pursuant to Section 2.1(a) or 2.2(a2(a), the Company shall not be required to effect any registration for a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(aaffiliated Holders listed on Annex A (the "Affiliated Entities") until a period of 90 days shall have elapsed from the date on which such previous registration became effective (or, in the case of a Marketed Underwritten Offering, 90 days from the date on which such Marketed Underwritten Offering was priced);
(C) any Holder whose Registrable Securities were to be included in any such registration pursuant to this Section 2.2(a), by written notice to the Company, may withdraw such request and, upon receipt of such notice of the withdrawal of such request, the Company shall not be required to effect such registration if the Holders who do not withdraw from such registration do not meet the requirements of Clause (D) below, and no such request for registration shall be counted treated as one Holder for purposes of determining the number of Long-Form Registrations amount to which any such Holders are entitled be registered pursuant to this Section 2.2(a);
(D2(a) and if the Holders listed on Annex A request that the Company shall not be required to effect any registration pursuant to this Section 2.2(a) unless register for sale all the remaining aggregate Registrable Securities proposed to then held by such Holders, the market value of such securities shall be sold in such registration have a reasonably anticipated aggregate offering price of at least (i) not less than $100 million10,000,000, in the case of a Long-Form Registration, or (ii) rather than $25 million, in the case of a Short-Form Registration;
(E) no Demand Holder is entitled to request a registration under Section 2.2(a) if all of its Registrable Securities are already registered on an effective Shelf Registration Statement;
(F) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) during any period that the Board has determined to delay the filing of the Shelf Registration Statement pursuant to Section 2.1(d); and
(G) the Company shall not be required to effect any Underwritten Offering pursuant to this Section 2.2(a) unless the Registration Demanding Holders shall have given an Underwritten Offering Notice (25,000,000 as defined below) and such request is permitted under Section 2.3(a) or (b) hereofspecified above.
Appears in 1 contract
Demand. At any time and from time during the term of this Agreement, a Holder or Holders may request the Company, in writing (a "Demand Registration Notice"), to time following effect the registration of all or such portion of the Common Stock under Registrable Securities as such Holder or Holders shall specify; provided, that only two demands may be made pursuant to this Section 3(a). Upon receipt of any such Demand Registration Notice, the Exchange ActCompany shall promptly give written notice of such proposed registration to all other Holders. Such Holders shall have the right, one or more Registration Demanding Holders may make a by giving written request notice (the "Demand Participation Notice") to the Company for within fifteen (15) days after the Company provides its notice, to elect to have included in such registration with the Commission under the Securities Act such number of all or part of such Registration Demanding Holders’ their Registrable Securities as such Holders may request in such Demand Participation Notice. A Holder or Holders may, at any time up to five (5) Business Days before the filing date of the applicable Registration Statement relating to the Demand Registration, request that his or her Registrable Securities not be included therein by providing a written notice to that effect to the Company. Upon receipt of a Demand Registration Notice, the Company shall use its commercially reasonable efforts to file, as expeditiously as possible, but in any event no later than forty-five (45) days after such Demand Registration Notice, a Registration Statement on (i) Form S-1 (a “Long-Form Registration”) or (ii) if available, Form S-3 (a “Short Form Registration”), each of which may be a shelf registration statement filed pursuant to Rule 415 promulgated under the Securities Act (or any successor ruleform), in each case which request shall specify the number and type of Registrable Securities or any other form available to be disposed of by such Registration Demanding Holders and the proposed plan of distribution therefor (a “Registration Demand”). Upon the receipt of any Registration Demand, the Company promptly shall notify any other Holders, if any, of such receipt (the “Demand Notice”). Thereafter, the Company shall file such registration statement under the Securities Act in accordance with Section 2.6(a)Act, such registration under the Securities Act of:
(i) the covering all Registrable Securities that which the Company has been so requested to register by (the Registration Demanding Holders, and
(ii) all other Registrable Securities which the Company has been requested to register by any other Holder by written request of such Holder given to the Company within 15 days after such Holder’s receipt of the "Demand Notice, all to the extent necessary to permit the disposition of the Registrable Securities so to be registered; provided that,
(A) the Company shall not be required to effect more than a total of six Long-Form Registrations pursuant to this Section 2.2(aRegistration");
(B) if the Company has previously effected a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) or has previously effected a registration for a Marketed Underwritten Offering of which notice has been given to the Holders pursuant to Section 2.1(a) or 2.2(a), the Company shall not be required to effect any registration for a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) until a period of 90 days shall have elapsed from the date on which such previous registration became effective (or, in the case of a Marketed Underwritten Offering, 90 days from the date on which such Marketed Underwritten Offering was priced);
(C) any Holder whose Registrable Securities were to be included in any such registration pursuant to this Section 2.2(a), by written notice to the Company, may withdraw such request and, upon receipt of such notice of the withdrawal of such request, the Company shall not be required to effect such registration if the Holders who do not withdraw from such registration do not meet the requirements of Clause (D) below, and no such request for registration shall be counted for purposes of determining the number of Long-Form Registrations to which any such Holders are entitled pursuant to this Section 2.2(a);
(D) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) unless the Registrable Securities proposed to be sold in such registration have a reasonably anticipated aggregate offering price of at least (i) $100 million, in the case of a Long-Form Registration, or (ii) $25 million, in the case of a Short-Form Registration;
(E) no Demand Holder is entitled to request a registration under Section 2.2(a) if all of its Registrable Securities are already registered on an effective Shelf Registration Statement;
(F) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) during any period that the Board has determined to delay the filing of the Shelf Registration Statement pursuant to Section 2.1(d); and
(G) the Company shall not be required to effect any Underwritten Offering pursuant to this Section 2.2(a) unless the Registration Demanding Holders shall have given an Underwritten Offering Notice (as defined below) and such request is permitted under Section 2.3(a) or (b) hereof.
Appears in 1 contract
Sources: Registration Rights Agreement (General Atlantic Partners LLC)
Demand. At any time and from time to time commencing on the earlier of (i) 180 days following the registration of first Underwritten Offering by the Common Stock under the Exchange Act, one or more Registration Demanding Holders may make a written request Company resulting in gross proceeds to the Company for of at least $50 million (the “IPO”) and (ii) the first anniversary of the date of this Agreement, upon the written request of a Demanding Holder that the Company effect an Underwritten Offering of Registrable Securities on a long-form Registration Statement (Form S-1 or any similar successor form) under the Securities Act and specifying the aggregate number of Registrable Securities to be registered and the intended method of disposition thereof, the Company shall, subject to Section 6(b) hereof, use its reasonable best efforts to effect the registration with the Commission under the Securities Act of all or part of such Registration Demanding Holders’ Registrable Securities on (i) Form S-1 (a “Long-Form Registration”) or (ii) if available, Form S-3 (a “Short Form Registration”), each of which may be a shelf registration statement filed pursuant to Rule 415 promulgated under the Securities Act (or any successor rule), in each case which request shall specify the number and type of Registrable Securities to be disposed of by such Registration Demanding Holders and the proposed plan of distribution therefor (a “Registration Demand”). Upon the receipt of any Registration Demand, the Company promptly shall notify any other Holders, if any, of such receipt (the “Demand Notice”). Thereafter, the Company shall file such registration statement under the Securities Act in accordance with Section 2.6(a), such registration under the Securities Act of:
(i) the Registrable Securities that which the Company has been so requested to register by the Registration Demanding Holdersas soon as practicable; provided, and
(ii) all other Registrable Securities which the Company has been requested to register by any other Holder by written request of such Holder given to the Company within 15 days after such Holder’s receipt of the Demand Noticehowever, all to the extent necessary to permit the disposition of the Registrable Securities so to be registered; provided that,
(A) that the Company shall not be required obligated to effect more than a total of six Long-Form Registrations registration pursuant to this Section 2.2(a);
(B) if 2 unless the Company has previously effected a Long-Form Registration or a Short-Form Registration pursuant Registrable Securities requested to this Section 2.2(a) or has previously effected a registration for a Marketed Underwritten Offering of which notice has been given be included therein have an anticipated aggregate price to the Holders pursuant to Section 2.1(a) or 2.2(a)public of at least $50 million. In addition, the Company shall not be required obligated to effect effect, or to take any registration for a Long-Form Registration or a Short-Form Registration pursuant action to this Section 2.2(a) until a period of 90 days shall have elapsed from the date on which such previous registration became effective (oreffect, in the case of a Marketed Underwritten Offering, 90 days from the date on which such Marketed Underwritten Offering was priced);
(C) any Holder whose Registrable Securities were to be included in any such registration pursuant to this Section 2.2(a)2(a): (w) after the Company has effected one (1) such registration; (x) within 180 days following the last date on which a Registration Statement filed in respect of a registration hereunder, by written notice if any, was effective; (y) during the period commencing with the date thirty (30) days prior to the Company, may withdraw such request and, upon receipt of such notice ’s good faith estimate of the withdrawal date of filing of, and ending on a date ninety (90) days after the effective date of, a Company Registration, provided that the Company is actively employing in good faith all reasonable efforts to cause such requestregistration statement to become effective; provided, that if the Company abandons such Company Registration, the Company shall not be required promptly so notify any Demanding Holder that was unable to effect such a registration under this Section 2 as a result of this clause (y); or (z) if the Holders who do not withdraw from such registration do not meet the requirements Demanding Holder proposes to dispose of Clause Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made under Section 3 hereof; and provided, further, that no more than two (D2) below, registrations under this Section 2(a) and no such Section 3 may become effective during any 12 month period. Upon receipt of any request for registration shall be counted for purposes of determining the number of Long-Form Registrations to which any such Holders are entitled pursuant to this Section 2.2(a);
(D) the Company shall not be required to effect any registration pursuant to this Section 2.2(a2 from a Demanding Holder, the Company shall promptly give written notice of such request to the other Holders. The Company shall include in the requested registration all Registrable Securities requested to be included by such Holders who shall make such request by written notice (specifying the aggregate number of Registrable Securities to be included) unless to the Company delivered within ten (10) days after their receipt of the Company’s notice. If the Company shall receive a request for inclusion in the registration of the Registrable Securities proposed of Holders other than the Demanding Holder initiating the registration, it shall promptly so inform the Demanding Holder that made the initial request for registration. Holders of a majority of the Registrable Securities to be sold included in such registration have a reasonably anticipated aggregate offering price of at least (i) $100 million, in the case of a Long-Form Registration, or (ii) $25 million, in the case of a Short-Form Registration;
(E) no Demand Holder is entitled to request a registration under Section 2.2(a) if all of its Registrable Securities are already registered on an effective Shelf Registration Statement;
(F) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) during 2 may, at any period that time prior to the Board has determined to delay the filing effective date of the Shelf Registration Statement pursuant relating to Section 2.1(d); such registration, revoke such request by providing a written notice to the Company revoking such request and
(G) , if applicable, request withdrawal of any Registration Statement filed with the SEC and the Company shall not be required use its reasonable best efforts to effect any Underwritten Offering so withdraw such Registration Statement. A registration requested pursuant to this Section 2.2(a2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective and the Registrable Securities registered thereunder for sale are sold thereunder or are not so sold solely by reason of an act or omission by any Demanding Holder whose Registrable Securities are included therein; provided, however, that if such registration does not become effective after the Company has filed it solely by reason of a Demanding Holder’s revocation of its registration request or refusal to proceed (other than a refusal to proceed based upon the advice of counsel relating to a matter with respect to the Company), then such registration shall be deemed to have been effected unless the Registration requesting Demanding Holders Holder shall have given an Underwritten Offering Notice (as defined below) elected to pay all Registration Expenses and such request is permitted under Section 2.3(a) or (b) hereofany out-of-pocket expenses of any party required to be borne by the Company pursuant hereto.
Appears in 1 contract
Demand. At any time and or from time to time following time, a Holder or Holders holding at least 5,000,000 shares of Common Stock (determined as of the date the demand is made and as adjusted for any split, subdivision, combination, consolidation, recapitalization or similar event with respect to the Common Stock) may require the Company to effect the registration of the Common Stock under the Exchange Act, one or more Registration Demanding Holders may make a written request to the Company for the registration with the Commission under the Securities Act of all or part of such Registration Demanding Holders’ their respective Registrable Securities, by delivering a written request (a "Holder Demand") therefor to the Company specifying the number of shares of Registrable Securities on to be registered and the intended method of distribution thereof. As promptly as practicable, but no later than 10 days after receipt of a Holder Demand, the Company shall give written notice (the "Demand Exercise Notice") of the Holder Demand to all Holders. The Holders, other than the Initiating Holder, shall have the option, within 30 days after the receipt of the Demand Exercise Notice (or, 15 days if, at the request of the Initiating Holder, the Company states in such written notice or gives telephonic notice to each Holder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-1 (a “Long-Form Registration”) or S-3 and (ii) if available, Form S-3 (such shorter period of time is required because of a “Short Form Registration”planned filing date), each of which may be a shelf registration statement filed pursuant to Rule 415 promulgated under the Securities Act (or any successor rule)request, in each case writing, that the Company include in such registration any Registrable Securities held by such Holder (which request shall specify the maximum number and type of Registrable Securities intended to be disposed of by such Registration Demanding Holders and the proposed plan of distribution therefor (a “Registration Demand”Holder). Upon the The Company shall as expeditiously as possible (but in any event within 90 days of receipt of any Registration a Holder Demand, the Company promptly shall notify any other Holders, if any, of such receipt (the “Demand Notice”). Thereafter, the Company shall file such registration statement under the Securities Act in accordance with Section 2.6(a), such use its reasonable best efforts to effect the registration under the Securities Act of:
(i) of the Registrable Securities that which the Company has been so requested to register by the Registration Demanding Initiating Holder and any other Holders which have made such written request. The Company shall use its reasonable best efforts to (i) effect the registration of Registrable Securities for distribution in accordance with the intended method of distribution set forth in a written request delivered by the Majority Participating Holders, and
which may include, at the option of such Majority Participating Holders, a distribution to, and resale by, the partners, members or beneficiaries of such Holder or Holders (a "Partner Distribution"), and (ii) all other Registrable Securities which if requested by the Company has been requested to register by any other Holder by written request of such Holder given to the Company within 15 days after such Holder’s receipt Majority Participating Holders, obtain acceleration of the Demand Notice, all to the extent necessary to permit the disposition effective date of the Registrable Securities so registration statement relating to be registered; provided that,
(A) the Company shall not be required to effect more than a total of six Long-Form Registrations pursuant to this Section 2.2(a);
(B) if the Company has previously effected a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) or has previously effected a registration for a Marketed Underwritten Offering of which notice has been given to the Holders pursuant to Section 2.1(a) or 2.2(a), the Company shall not be required to effect any registration for a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) until a period of 90 days shall have elapsed from the date on which such previous registration became effective (or, in the case of a Marketed Underwritten Offering, 90 days from the date on which such Marketed Underwritten Offering was priced);
(C) any Holder whose Registrable Securities were to be included in any such registration pursuant to this Section 2.2(a), by written notice to the Company, may withdraw such request and, upon receipt of such notice of the withdrawal of such request, the Company shall not be required to effect such registration if the Holders who do not withdraw from such registration do not meet the requirements of Clause (D) below, and no such request for registration shall be counted for purposes of determining the number of Long-Form Registrations to which any such Holders are entitled pursuant to this Section 2.2(a);
(D) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) unless the Registrable Securities proposed to be sold in such registration have a reasonably anticipated aggregate offering price of at least (i) $100 million, in the case of a Long-Form Registration, or (ii) $25 million, in the case of a Short-Form Registration;
(E) no Demand Holder is entitled to request a registration under Section 2.2(a) if all of its Registrable Securities are already registered on an effective Shelf Registration Statement;
(F) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) during any period that the Board has determined to delay the filing of the Shelf Registration Statement pursuant to Section 2.1(d); and
(G) the Company shall not be required to effect any Underwritten Offering pursuant to this Section 2.2(a) unless the Registration Demanding Holders shall have given an Underwritten Offering Notice (as defined below) and such request is permitted under Section 2.3(a) or (b) hereofregistration.
Appears in 1 contract
Demand. At any time and from time to time following the registration of the Common Stock under the Exchange Act, one or more Registration Demanding Holders may make a written request to the Company for the registration with the Commission under the Securities Act of all or part of such Registration Demanding Holders’ Registrable Securities on (i) Form S-1 (a “Long-Form Registration”) or (ii) if available, Form S-3 (a “Short Form Registration”), each of which may be a shelf registration statement filed pursuant to Rule 415 promulgated under the Securities Act (or any successor rule), in each case which request shall specify the number and type of Registrable Securities to be disposed of by such Registration Demanding Holders and the proposed plan of distribution therefor (a “Registration Demand”). Upon the receipt of any Registration Demand, the Company promptly shall notify any other Holders, if any, of such receipt (the “Demand Notice”). Thereafter, the Company shall file such registration statement under the Securities Act in accordance with Section 2.6(a), such registration under the Securities Act ofThe Issuer shall:
(i) At any time after the Issuer has closed a public offering of its securities (or otherwise caused its securities to be publicly traded) any Holder then holding in excess of fifty percent (50%) of the Registrable Securities may request the Issuer, in writing, to effect the registration of all or such portion of the Registrable Securities as such Holder shall specify; provided, that only two (2) demands may be made pursuant to this Section (A). The Issuer shall promptly give notice of such request to the Company other holders of Registrable Securities, who may then request, in writing, within ten (10) days after the giving of such notice by the Issuer to have any or all of their Registrable Securities included in the Demand Registration. The Issuer shall use its commercially reasonable best efforts to file, as promptly as reasonably practicable, but in any event no later than ninety (90) after receipt of such written request pursuant to this Section (A), a Registration Statement on Form S-3 (or any successor form) or on such other Form as may be required covering all Registrable Securities which the Issuer has been so requested to register by (the Registration Demanding Holders, and"Demand Registrations").
(ii) all other Registrable Securities which Prepare and file with SEC such amendments and supplements to such registration statement and the Company has been requested prospectus used in connection with such registration statement as may be necessary to register by any other Holder by written request of such Holder given to comply with the Company within 15 days after such Holder’s receipt provisions of the Demand Notice, all Act with respect to the extent necessary to permit the disposition of the Registrable Securities so to be registered; provided that,all securities covered by such registration statement.
(Aiii) Furnish to the Company Holders and deliver as directed such numbers of copies of the registration statement with the a prospectus, including preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of all securities covered by such registration statement.
(iv) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdiction as shall be reasonably appropriate for the distribution of the securities covered by the registration statement, provided that the Issuer shall not be required in connection therewith or as a condition thereto to effect more than qualify to do business or to file a total general consent to service of six Long-Form Registrations pursuant to this Section 2.2(a);
(B) if the Company has previously effected a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) or has previously effected a registration for a Marketed Underwritten Offering of which notice has been given to the Holders pursuant to Section 2.1(a) or 2.2(a), the Company shall not be required to effect any registration for a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) until a period of 90 days shall have elapsed from the date on which such previous registration became effective (or, in the case of a Marketed Underwritten Offering, 90 days from the date on which such Marketed Underwritten Offering was priced);
(C) any Holder whose Registrable Securities were to be included process in any such registration pursuant to states or jurisdictions, and further provided that (anything in this Section 2.2(a), by written notice Agreement to the Company, may withdraw such request and, upon receipt contrary notwithstanding with respect to the bearing of such notice expenses) if any jurisdiction in which the securities shall be qualified shall require that expenses incurred in connection with the qualification of the withdrawal of securities in that jurisdiction be borne by the selling Holders, then such request, the Company shall not be required to effect such registration if the Holders who do not withdraw from such registration do not meet the requirements of Clause (D) below, and no such request for registration expenses shall be counted for purposes of determining payable by the number of Long-Form Registrations selling Holders pro rata, to which any the extent required by such Holders are entitled pursuant to this Section 2.2(a);
(D) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) unless the Registrable Securities proposed to be sold in such registration have a reasonably anticipated aggregate offering price of at least (i) $100 million, in the case of a Long-Form Registration, or (ii) $25 million, in the case of a Short-Form Registration;
(E) no Demand Holder is entitled to request a registration under Section 2.2(a) if all of its Registrable Securities are already registered on an effective Shelf Registration Statement;
(F) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) during any period that the Board has determined to delay the filing of the Shelf Registration Statement pursuant to Section 2.1(d); and
(G) the Company shall not be required to effect any Underwritten Offering pursuant to this Section 2.2(a) unless the Registration Demanding Holders shall have given an Underwritten Offering Notice (as defined below) and such request is permitted under Section 2.3(a) or (b) hereofjurisdiction.
Appears in 1 contract
Demand. At any time after the Exchange Warrants are issued to the Stockholders pursuant to the Sweetheart Stockholders' Agreement, AIP, on behalf of all of the Stockholders, shall have the right to request in writing, specifying that such request is made pursuant to this Section 3(b), that the Company effect a registration under the 1933 Act of the Exchange Warrants and from time the Underlying Stock and specifying the intended method of disposition thereof (which may include a continuous or delayed offering). Upon receipt of such written request, the Company will use its best efforts to time following effect, as expeditiously as possible, the registration of the Common Stock under the Exchange Act, one or more Registration Demanding Holders may make a written request to the Company for the registration with the Commission under the Securities Act of all or part of such Registration Demanding Holders’ Registrable Securities on (i) Form S-1 (a “Long-Form Registration”) or (ii) if available, Form S-3 (a “Short Form Registration”), each of which may be a shelf registration statement filed pursuant to Rule 415 promulgated under the Securities Act (or any successor rule), in each case which request shall specify the number and type of Registrable Securities to be disposed of by such Registration Demanding Holders Exchange Warrants and the proposed plan of distribution therefor (a “Registration Demand”). Upon the receipt of any Registration Demand, the Company promptly shall notify any other Holders, if any, of such receipt (the “Demand Notice”). Thereafter, the Company shall file such registration statement under the Securities Act in accordance with Section 2.6(a), such registration under the Securities Act of:
(i) the Registrable Securities that Underlying Stock which the Company has been so requested to register by the Registration Demanding HoldersStockholders (a "Demand Registration"). The Company shall be obligated to effect only two Demand Registrations pursuant to this Section 3(b); provided, and
(ii) all other Registrable Securities which the Company has been requested to register by any other Holder by written request of such Holder given to the Company within 15 days after such Holder’s receipt of the Demand Noticehowever, all to the extent necessary to permit the disposition of the Registrable Securities so to be registered; provided that,
(A) that the Company shall not be required to effect more than file a total of six Long-Form Registrations pursuant to this Section 2.2(a);
(B) if the Company has previously effected a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) or has previously effected a registration for a Marketed Underwritten Offering of which notice has been given to the Holders pursuant to Section 2.1(a) or 2.2(a), the Company shall not be required to effect any registration for a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) until a period of 90 days shall have elapsed from the date on which such previous registration became effective (Statement or, in the case of a Marketed Underwritten Offering, 90 days from the date on which such Marketed an Underwritten Offering was priced);
(C) pursuant to a Shelf Registration Statement, take any Holder whose Registrable Securities were action in connection with a shelf draw-down within four months of the effectiveness of a prior Demand Registration Statement which is not a Shelf Registration or the filing of a final Prospectus in connection with an underwritten offering pursuant to be included in a Shelf Registration. Upon receipt of any such request for registration pursuant to this Section 2.2(a3(b), if there are other holders of Class C Common Stock, the Company shall promptly give written notice of such request to all such other holders. The Company shall include in the requested registration all securities requested to be included by such of the other holders as shall make such request by written notice to the Company, may withdraw such request and, upon Company delivered within fifteen Business Days after their receipt of such notice of the withdrawal of such request, Company's notice. If the Company shall not be required to effect such registration if the Holders who do not withdraw from such registration do not meet the requirements of Clause (D) below, and no such receive a request for inclusion in the registration shall be counted for purposes of determining the number of Long-Form Registrations to which any such Holders are entitled pursuant to this Section 2.2(a);
(D) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) unless the Registrable Securities proposed to be sold in such registration have a reasonably anticipated aggregate offering price of at least (i) $100 millionadditional holders, in the case it shall promptly so inform AIP on behalf of a Long-Form Registration, or (ii) $25 million, in the case of a Short-Form Registration;
(E) no Demand Holder is entitled to request a registration under Section 2.2(a) if all of its Registrable Securities are already registered on an effective Shelf Registration Statement;
(F) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) during any period that the Board has determined to delay the filing of the Shelf Registration Statement pursuant to Section 2.1(d); and
(G) the Company shall not be required to effect any Underwritten Offering pursuant to this Section 2.2(a) unless the Registration Demanding Holders shall have given an Underwritten Offering Notice (as defined below) and such request is permitted under Section 2.3(a) or (b) hereofStockholders.
Appears in 1 contract
Sources: Stockholders' Rights Agreement (Sf Holdings Group Inc)
Demand. At any time and from time prior to time following June 30, 2005, the registration of the Common Stock under the Exchange Act, one or more Registration Demanding Holders Asset Manager may make a written request to in writing (a "Demand Request") that Issuer register all or part of the Company for the registration with the Commission Registrable Securities under the Securities Act for the purpose of all or part of such Registration Demanding Holders’ Registrable Securities on (i) Form S-1 effecting an underwritten offering thereof (a “Long-Form Registration”) or (ii) if available"Demand Offering"); provided, Form S-3 (a “Short Form Registration”)however, each of which may be a shelf registration statement filed pursuant to Rule 415 promulgated under the Securities Act (or any successor rule), in each case which request shall specify the number and type of Registrable Securities to be disposed of by such Registration Demanding Holders and the proposed plan of distribution therefor (a “Registration Demand”). Upon the receipt of any Registration Demand, the Company promptly shall notify any other Holders, if any, of such receipt (the “Demand Notice”). Thereafter, the Company shall file such registration statement under the Securities Act in accordance with Section 2.6(a), such registration under the Securities Act of:
(i) the Registrable Securities that the Company has been so requested to register by the Registration Demanding Holders, and
(ii) all other Registrable Securities which the Company has been requested to register by any other Holder by written request of such Holder given to the Company within 15 days after such Holder’s receipt of the Demand Notice, all to the extent necessary to permit the disposition of the Registrable Securities so to be registered; provided that,
(A) the Company shall not be required to effect more than a total of six Long-Form Registrations pursuant to this Section 2.2(a);
(B) if the Company has previously effected a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) or has previously effected a registration for a Marketed Underwritten Offering of which notice has been given to the Holders pursuant to Section 2.1(a) or 2.2(a), the Company shall not be required to effect any registration for a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) until a period of 90 days shall have elapsed from the date on which such previous registration became effective (or, in the case of a Marketed Underwritten Offering, 90 days from the date on which such Marketed Underwritten Offering was priced);
(C) any Holder whose Registrable Securities were to be included in any such registration pursuant to this Section 2.2(a), by written notice to the Company, may withdraw such request and, upon receipt of such notice of the withdrawal of such request, the Company shall not be required to effect such registration if the Holders who do not withdraw from such registration do not meet the requirements of Clause (D) below, and no such request for registration shall be counted for purposes of determining the number of Long-Form Registrations to which any such Holders are entitled pursuant to this Section 2.2(a);
(D) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) unless the Registrable Securities proposed to be sold by the Asset Manager in such registration Demand Offering have a reasonably anticipated an aggregate offering price of at least $10 million (iunless all remaining Registrable Securities are to be sold, in which case such request may relate to Registrable Securities having an aggregate offering price of less than $10 million). Each Demand Request shall specify the number of Registrable Securities proposed to be sold. Subject to the terms and provisions of this Agreement, Issuer shall prepare and file, within 60 days after receiving a Demand Request, a registration statement under the Securities Act required to permit the offering of such Registrable Securities (provided, that Issuer shall in no event be required to file any such registration statement prior to September 30, 2003 and may delay the filing as provided in the last sentence of this Section 2(a)) $100 millionand shall use all commercially reasonable efforts to cause any such registration statement to be declared effective by the SEC as promptly as practicable after any such filing; provided, that Issuer need register only three Demand Offerings and Issuer need not file more than one such registration statement in any 12-month period. If at the time of a Demand Request Issuer has initiated bona fide discussions with an underwriter regarding the sale by Issuer of securities in a registered public offering and, in the case opinion of a Long-Form Registrationsuch underwriter, or (ii) $25 million, in the case of a Short-Form Registration;
(E) no Demand Holder is entitled to request a registration under Section 2.2(a) if all of its Registrable Securities are already registered on an effective Shelf Registration Statement;
(F) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) during any period that the Board has determined to delay the filing of the Shelf Registration Statement pursuant to Section 2.1(d); and
(G) the Company shall not be required to effect any Underwritten Offering pursuant to a registration statement under this Section 2.2(a2(a) unless would adversely affect such offering, Issuer may delay such filing for up to 90 days from the Registration Demanding Holders date of such offering, but not more than 120 days after the receipt of the Demand Request; provided, that only one such delay shall have given an Underwritten Offering Notice (as defined below) and such request is be permitted under Section 2.3(a) or (b) hereofin any 12-month period.
Appears in 1 contract
Demand. At any time and from time during the term of this Agreement, a Holder or Holders may request the Company, in writing (a "Demand Registration Notice"), to time following effect the registration of all or such portion of the Common Stock under the Exchange ActRegistrable Securities as such Holder or Holders shall specify; provided, that only one or more Registration Demanding Holders demand may make a written request be made pursuant to this Section 3(a) during any six month period; provided, further, that an aggregate of only three demands may be made pursuant to this Section 3(a), unless the Company for the registration with the Commission under the Securities Act of all or part of such Registration Demanding Holders’ Registrable Securities on (i) Form S-1 (a “Long-Form Registration”) or (ii) if available, is eligible to use Form S-3 (a “Short Form Registration”), each of which may be a shelf registration statement filed pursuant to Rule 415 promulgated under the Securities Act (or any successor rule), - 3 - 4 form) in each which case which request the foregoing limitation shall specify the number and type of Registrable Securities to be disposed of by such Registration Demanding Holders and the proposed plan of distribution therefor (a “Registration Demand”)not apply. Upon the receipt of any such Demand Registration Demand, the Company promptly shall notify any other Holders, if any, of such receipt (the “Demand Notice”). Thereafter, the Company shall file promptly give written notice of such proposed registration to all other Holders. Such Holders shall have the right, by giving written notice (the "Demand Participation Notice") to the Company within fifteen (15) days after the Company provides its notice, to elect to have included in such registration statement such number of their Registrable Securities as such Holders may request in such Demand Participation Notice. A Holder or Holders may, at any time up to five (5) Business Days before the filing date of the applicable Registration Statement relating to the Demand Registration, request that his or its Registrable Securities not be included therein by providing a written notice to that effect to the Company. Upon receipt of a Demand Registration Notice, the Company shall use its commercially reasonable efforts to file, as expeditiously as possible, but in any event no later than forty-five (45) days after such Demand Registration Notice, a Registration Statement on Form S-3 (or any successor form), or any other form available to the Company under the Securities Act in accordance with Section 2.6(a)Act, such registration under the Securities Act of:
(i) the covering all Registrable Securities that which the Company has been so requested to register by (the Registration Demanding Holders, and
(ii) all other Registrable Securities which the Company has been requested to register by any other Holder by written request of such Holder given to the Company within 15 days after such Holder’s receipt of the "Demand Notice, all to the extent necessary to permit the disposition of the Registrable Securities so to be registered; provided that,
(A) the Company shall not be required to effect more than a total of six Long-Form Registrations pursuant to this Section 2.2(aRegistration");
(B) if the Company has previously effected a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) or has previously effected a registration for a Marketed Underwritten Offering of which notice has been given to the Holders pursuant to Section 2.1(a) or 2.2(a), the Company shall not be required to effect any registration for a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) until a period of 90 days shall have elapsed from the date on which such previous registration became effective (or, in the case of a Marketed Underwritten Offering, 90 days from the date on which such Marketed Underwritten Offering was priced);
(C) any Holder whose Registrable Securities were to be included in any such registration pursuant to this Section 2.2(a), by written notice to the Company, may withdraw such request and, upon receipt of such notice of the withdrawal of such request, the Company shall not be required to effect such registration if the Holders who do not withdraw from such registration do not meet the requirements of Clause (D) below, and no such request for registration shall be counted for purposes of determining the number of Long-Form Registrations to which any such Holders are entitled pursuant to this Section 2.2(a);
(D) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) unless the Registrable Securities proposed to be sold in such registration have a reasonably anticipated aggregate offering price of at least (i) $100 million, in the case of a Long-Form Registration, or (ii) $25 million, in the case of a Short-Form Registration;
(E) no Demand Holder is entitled to request a registration under Section 2.2(a) if all of its Registrable Securities are already registered on an effective Shelf Registration Statement;
(F) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) during any period that the Board has determined to delay the filing of the Shelf Registration Statement pursuant to Section 2.1(d); and
(G) the Company shall not be required to effect any Underwritten Offering pursuant to this Section 2.2(a) unless the Registration Demanding Holders shall have given an Underwritten Offering Notice (as defined below) and such request is permitted under Section 2.3(a) or (b) hereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Infogrames Entertainment Sa)
Demand. At any time and from time during the term of this Agreement, a Holder or Holders may request the Company, in writing (a "Demand Registration Notice"), to time following effect the registration of all or such portion of the Common Stock under the Exchange ActRegistrable Securities as such Holder or Holders shall specify; provided, that only one or more Registration Demanding Holders demand may make a written request be made pursuant to this Section 3(a) during any six month period; provided, further, that an aggregate of only three demands may be made pursuant to this Section 3(a), unless the Company for the registration with the Commission under the Securities Act of all or part of such Registration Demanding Holders’ Registrable Securities on (i) Form S-1 (a “Long-Form Registration”) or (ii) if available, is eligible to use Form S-3 (a “Short Form Registration”), each of which may be a shelf registration statement filed pursuant to Rule 415 promulgated under the Securities Act (or any successor rule), form) in each which case which request the foregoing limitation shall specify the number and type of Registrable Securities to be disposed of by such Registration Demanding Holders and the proposed plan of distribution therefor (a “Registration Demand”)not apply. Upon the receipt of any such Demand Registration Demand, the Company promptly shall notify any other Holders, if any, of such receipt (the “Demand Notice”). Thereafter, the Company shall file promptly give written notice of such proposed registration statement under the Securities Act in accordance with Section 2.6(a), such registration under the Securities Act of:
(i) the Registrable Securities that the Company has been so requested to register by the Registration Demanding Holders, and
(ii) all other Registrable Securities which Holders. Such Holders shall have the Company has been requested to register right, by any other Holder by giving written request of such Holder given notice (the "Demand Participation Notice") to the Company within 15 fifteen (15) days after the Company provides its notice, to elect to have included in such Holder’s receipt registration such number of their Registrable Securities as such Holders may request in such Demand Participation Notice. A Holder or Holders may, at any time up to five (5) Business Days before the filing date of the Demand Notice, all applicable Registration Statement relating to the extent necessary to permit the disposition of the Demand Registration, request that his or its Registrable Securities so to be registered; provided that,
(A) the Company shall not be required to effect more than included therein by providing a total of six Long-Form Registrations pursuant to this Section 2.2(a);
(B) if the Company has previously effected a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) or has previously effected a registration for a Marketed Underwritten Offering of which notice has been given to the Holders pursuant to Section 2.1(a) or 2.2(a), the Company shall not be required to effect any registration for a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) until a period of 90 days shall have elapsed from the date on which such previous registration became effective (or, in the case of a Marketed Underwritten Offering, 90 days from the date on which such Marketed Underwritten Offering was priced);
(C) any Holder whose Registrable Securities were to be included in any such registration pursuant to this Section 2.2(a), by written notice to that effect to the Company, may withdraw such request and, upon receipt of such notice of the withdrawal of such request, the Company shall not be required to effect such registration if the Holders who do not withdraw from such registration do not meet the requirements of Clause (D) below, and no such request for registration shall be counted for purposes of determining the number of Long-Form Registrations to which any such Holders are entitled pursuant to this Section 2.2(a);
(D) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) unless the Registrable Securities proposed to be sold in such registration have a reasonably anticipated aggregate offering price of at least (i) $100 million, in the case of a Long-Form Registration, or (ii) $25 million, in the case of a Short-Form Registration;
(E) no Demand Holder is entitled to request a registration under Section 2.2(a) if all of its Registrable Securities are already registered on an effective Shelf Registration Statement;
(F) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) during any period that the Board has determined to delay the filing of the Shelf Registration Statement pursuant to Section 2.1(d); and
(G) the Company shall not be required to effect any Underwritten Offering pursuant to this Section 2.2(a) unless the Registration Demanding Holders shall have given an Underwritten Offering Notice (as defined below) and such request is permitted under Section 2.3(a) or (b) hereof.
Appears in 1 contract
Demand. At any time After September 1, 1997, and from time to time following upon the registration written demand of the Common Stock under the Exchange Act, one or more Registration Demanding Holders Initiating Holders, requesting that the Company effect the registration under the Act of up to fifty percent (50%) of such Initiating Holder's Registrable Securities and specifying the intended method or methods of disposition thereof, the Company will promptly, but in any event within ten (10) days, give written notice of such demanded registration to Subscriber, or its successors and assigns, as the case may make a written request be (the "Holder"), and to the Company for the registration with the Commission under the Securities Act of all or part of such Registration Demanding Holders’ Registrable Securities on (i) Form S-1 (a “Long-Form Registration”) or (ii) if available, Form S-3 (a “Short Form Registration”), each of which may be a shelf registration statement filed pursuant to Rule 415 promulgated under the Securities Act (or any successor rule), in each case which request shall specify the number and type other acquirers of Registrable Securities to be disposed of by such Registration Demanding Holders and (together with the proposed plan of distribution therefor (a “Registration Demand”). Upon the receipt of any Registration DemandHolder, the Company promptly shall notify any other "Holders, if any, ") of such receipt (Registrable Securities and thereupon will use its best efforts to effect the “Demand Notice”). Thereafter, the Company shall file such registration statement under the Securities Act in accordance with Section 2.6(a), such registration under the Securities Act of:
(i) the Registrable Securities that which the Company has been so requested demanded to register by such Initiating Holder, for disposition in accordance with the Registration Demanding Holders, andintended method or methods of disposition stated in such demand,
(ii) all other Registrable Securities which the Company has been requested demanded to register by any other Holder the Holders thereof by written request of such Holder given demand delivered to the Company within 15 ten (10) days after giving of such Holder’s receipt written notice by the Company (which request shall specify the intended method or methods of disposition of such Registrable Securities), and
(iii) all shares of Common Stock which the Demand NoticeCompany may elect to register for its own account in connection with the offering of Registrable Securities pursuant to this Section 4.2, all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; , provided that,
(A) that the Company shall not be required to effect more than a total of six Long-Form Registrations pursuant to this Section 2.2(a);
one (B1) if the Company has previously effected a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) or has previously effected a registration for a Marketed Underwritten Offering of which notice has been given to the Holders pursuant to Section 2.1(a) or 2.2(a), the Company shall not be required to effect any registration for a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) until a period of 90 days shall have elapsed from the date on which such previous registration became effective (or, in the case of a Marketed Underwritten Offering, 90 days from the date on which such Marketed Underwritten Offering was priced);
(C) any Holder whose Registrable Securities were to be included in any such registration pursuant to this Section 2.2(a)4.2. If, by written notice to at the Company, may withdraw such request and, upon date of receipt of such notice of the withdrawal of such requesta demand by Initiating Holder, the Company shall not be required to effect such has previously filed a registration if the Holders who do not withdraw from such registration do not meet the requirements of Clause (D) below, and no such request for registration shall be counted for purposes of determining the number of Long-Form Registrations to which any such Holders are entitled statement pursuant to this Section 2.2(athe Act (otherwise than on Form S-4 or S-8 or any similar form for the registration of securities pursuant to an employee benefit plan or business combination or reorganization);
(D) , the Company shall not be required to effect any registration pursuant to this Section 2.2(a) unless the Registrable Securities proposed to be sold in such registration have a reasonably anticipated aggregate offering price of at least (i) $100 million, in the case of a Long-Form Registration, or (ii) $25 million, in the case of a Short-Form Registration;
(E) no Demand Holder is entitled to request a registration under Section 2.2(a) if all of its Registrable Securities are already registered on an effective Shelf Registration Statement;
(F) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) during any period that the Board has determined to delay may defer the filing of any such demanded registration statement to a date not later than ninety (90) days after the Shelf Registration Statement pursuant to Section 2.1(d); and
(G) the Company shall not be required to effect any Underwritten Offering pursuant to this Section 2.2(a) unless the Registration Demanding Holders shall have given an Underwritten Offering Notice (as defined below) and effective date of such request is permitted under Section 2.3(a) or (b) hereofprior registration statement.
Appears in 1 contract
Demand. At any time and from time to time following After the registration closing of the Initial Public Offering and subject to the terms and restrictions of any applicable lock-up agreement including Section 2.1 above, each of (i) the ▇▇▇▇▇▇▇▇▇ Majority Holders, (ii) the Ko Majority Holders, (iii) the ▇▇▇▇▇▇▇▇▇ Majority Holders, (iv) the Gay Majority Holders, (v) Other Investors holding the majority of the outstanding shares of Common Stock under (on a fully diluted basis) other than the Exchange Act▇▇▇▇▇▇▇▇▇ Securities and the Gay Securities, one (vi) Pamplona or more Registration Demanding Holders may make a written request (vi) L ▇▇▇▇▇▇▇▇▇ (as to each such registration, each an “Initiating Holder”) may, by notice to the Company for specifying the intended method or methods of disposition, request that the Company effect the registration with the Commission under the Securities Act of all or a specified part of such Registration Demanding Holders’ the Registrable Securities on (i) Form S-1 (a “Long-Form Registration”) or (ii) if available, Form S-3 (a “Short Form Registration”), each of which may be a shelf registration statement filed pursuant to Rule 415 promulgated under the Securities Act (or any successor rule), in each case which request shall specify the number and type of Registrable Securities to be disposed of held by such Registration Demanding Holders and the proposed plan of distribution therefor (a “Registration Demand”). Upon the receipt of any Registration Demand, the Company promptly shall notify any other Initiating Holders, if any, of such receipt (subject to the “Demand Notice”). Thereafter, the Company shall file such registration statement under the Securities Act in accordance with Section 2.6(a), such registration under the Securities Act offollowing terms and conditions:
(i) the Registrable Securities that the Company has been so requested to register by the Registration Demanding Holders, and
(ii) all other Registrable Securities which the Company has been requested to register by any other Holder by written request of such Holder given to the Company within 15 days after such Holder’s receipt of the Demand Notice, all to the extent necessary to permit the disposition market value of the Registrable Securities so to be registered; provided that,sold in any such registration shall be estimated to be at least Fifty Million Dollars ($50,000,000) (or such lesser amount as represents all of such Holder’s remaining Registrable Securities) at the time of filing such registration statement (provided, that such limitation shall not apply to any Exclusive Convertible Notes Registration Demand);
(Aii) the Company shall not be required to effect file more than a total of six Long-Form Registrations two (2) such registration statements pursuant to this Section 2.2(a)3.2.1.1 in any twelve (12)-month period; provided that such limitation shall not apply to any Exclusive Convertible Notes Registration Demand;
(B) if the Company has previously effected a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) or has previously effected a registration for a Marketed Underwritten Offering of which notice has been given to the Holders pursuant to Section 2.1(a) or 2.2(a), the Company shall not be required to effect any registration for a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) until a period of 90 days shall have elapsed from the date on which such previous registration became effective (or, in the case of a Marketed Underwritten Offering, 90 days from the date on which such Marketed Underwritten Offering was priced);
(C) any Holder whose Registrable Securities were to be included in any such registration pursuant to this Section 2.2(a), by written notice to the Company, may withdraw such request and, upon receipt of such notice of the withdrawal of such request, the Company shall not be required to effect such registration if the Holders who do not withdraw from such registration do not meet the requirements of Clause (D) below, and no such request for registration shall be counted for purposes of determining the number of Long-Form Registrations to which any such Holders are entitled pursuant to this Section 2.2(a);
(Diii) the Company shall not be required to effect any file more than (A) three (3) such registration statements pursuant to a demand made by the ▇▇▇▇▇▇▇▇▇ Majority Holders, (B) two (2) such registration statements pursuant to a demand made by the Ko Majority Holders, (C) two (2) such registration statements pursuant to a demand made by the ▇▇▇▇▇▇▇▇▇ Majority Holders, (D) two (2) such registration statements pursuant to a demand made by holders of Legacy Warrant Securities (other than the Company, the Management Investors, the Gay Investors or the Other Investors) representing an aggregate of at least 25% of the Legacy Warrant Securities then outstanding, (E) two (2) such registration statements pursuant to a demand made by the Gay Majority Holders, (F) two (2) such registration statements per annum pursuant to a demand made by the Pamplona Key Noteholder and/or L ▇▇▇▇▇▇▇▇▇ Key Noteholder and (G) one (1) such registration statements pursuant to a demand made by the Other Investors;
(iv) in the event the number of shares requested to be included in a Public Offering by the Initiating Holders with respect thereto is reduced by operation of the provisions of Section 3.3.1, such demand shall be excluded in determining the number of demands exercisable by such Initiating Holders; and
(v) no demand may be made unless the Initiating Holders with respect thereto hold Registrable Securities constituting at least ten percent (10%) of the aggregate outstanding number of shares of Common Stock (provided, that Pamplona and L ▇▇▇▇▇▇▇▇▇ shall be entitled to make demands pursuant to this Section 2.2(a) unless 3.2.1.1 regardless of the amount of Registrable Securities proposed to be sold in such registration have a reasonably anticipated aggregate offering price of at least (i) $100 million, in the case of a Long-Form Registration, or (ii) $25 million, in the case of a Short-Form Registration;
(E) no Demand Holder is entitled to request a registration under Section 2.2(a) if all of its Registrable Securities are already registered on an effective Shelf Registration Statement;
(F) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) during any period that the Board has determined to delay the filing of the Shelf Registration Statement pursuant to Section 2.1(dthen held by Pamplona and L ▇▇▇▇▇▇▇▇▇); and
(G) the Company shall not be required to effect any Underwritten Offering pursuant to this Section 2.2(a) unless the Registration Demanding Holders shall have given an Underwritten Offering Notice (as defined below) and such request is permitted under Section 2.3(a) or (b) hereof.
Appears in 1 contract
Sources: Registration Rights Agreement (iFit Health & Fitness Inc)
Demand. At any time and from time to time following (i) Upon the registration written request of a Holder or Holders of a majority of the Common Stock under the Exchange Act, one or more Registration Demanding Holders may make a written request to then outstanding Registrable Securities requesting that the Company for the effect a registration with the Commission under the Securities Act of all or part of such Registration Demanding Holders’ Registrable Securities on (i) Form S-1 (a “Long-Form Demand”), the Company will use its reasonable efforts to effect, as expeditiously as reasonably possible, and in any case to file a Registration Statement pursuant to this Section 3 within 90 Business Days of delivery of a Demand, the registration (the “Demand Registration”) or (ii) if available, Form S-3 (a “Short Form Registration”), each of which may be a shelf registration statement filed pursuant to Rule 415 promulgated under the Securities Act (or any successor rule), in each case which request shall specify the number and type of Registrable Securities to be disposed of by such Registration Demanding Holders and the proposed plan of distribution therefor (a “Registration Demand”). Upon the receipt of any Registration Demand, the Company promptly shall notify any other Holders, if any, of such receipt (the “Demand Notice”). Thereafter, the Company shall file such registration statement under the Securities Act in accordance with Section 2.6(a), such registration under the Securities Act of:
(i) the Registrable Securities that which the Company has been so requested to register by the Registration Demanding Holders, and
(ii) all other Registrable Securities which the Company has been requested to register by any other Holder by written request of such Holder given to the Company within 15 days after such Holder’s receipt of the Demand Notice, all to the extent necessary to permit the disposition Holders of the Registrable Securities so to be registeredSecurities; provided that,
(A) provided, however, that the Company shall not be required obligated to effect more than a total of six Long-Form two (2) Demand Registrations pursuant to this Section 2.2(a3(a)(i);. Except as provided in Section 3(a)(v), a registration will not count as a requested registration under this Section 3(a)(i) unless and until the registration statement relating to such registration has been declared effective by the Commission at the request of the initiating Holders and remained effective for the Registration Period.
(Bii) if the Company has previously effected a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) or has previously effected a registration for a Marketed Underwritten Offering of which notice has been given to the Holders pursuant to Section 2.1(a) or 2.2(a), the The Company shall not be required obligated to effect any registration for a Long-Form Demand Registration the anticipated aggregate offering price of which, net of underwriting discounts and commissions, if any, would not equal or a Short-Form exceed $3,000,000.
(iii) Anything to the contrary in this Agreement notwithstanding, the Company’s obligation to effect the Demand Registration, as described in paragraph 3(a)(i) shall be deemed to have been met in the event that the Company has filed any Registration Statement on or before the effectiveness of Demand pursuant to this Section 2.2(a) until a period which the Holders were given the opportunity to have 90% or more of 90 days shall have elapsed from the date on which such previous registration became effective (or, in the case of a Marketed Underwritten Offering, 90 days from the date on which such Marketed Underwritten Offering was priced);then outstanding Registrable Securities registered for sale.
(Civ) Upon receipt of any Holder whose Registrable Securities were to be included in any such request for registration pursuant to this Section 2.2(a)3 from any Holders of Registrable Securities, the Company shall, within 10 Business Days give written notice of such request to all other Holders. The Company shall include in the requested registration all Registrable Securities requested to be included by such of the other Holders who shall make such request by written notice to the Company, may withdraw such request and, upon Company delivered within 10 Business Days of their receipt of such notice of the withdrawal of such request, Company’s notice. If the Company shall not be required to effect such receive a request for inclusion in the registration if of the Registrable Securities of additional Holders, it shall promptly so inform the Holders who do not withdraw from made the initial request for registration.
(v) A Holder or Holders requesting a registration pursuant to Section 3(a)(i) may, at any time prior to the effective date of the Registration Statement relating to such registration do not meet the requirements of Clause (D) belowregistration, and no revoke such request by providing a written notice to the Company revoking such request. If a Holder or Holders shall revoke any demand for registration made pursuant to Section 3(a)(i) or such Demand Registration otherwise fails to become effective primarily as a result of any action or inaction by the Holder or Holders, such Holder or Holders, at their option, shall be counted either pay all Registration Expenses with respect to such revoked demand or count such revoked demand as the completed Company-paid demand for purposes of determining the number of Long-Form Registrations registration to which any such Holders are entitled pursuant to this Section 2.2(a3(a)(i);
(D) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) unless the Registrable Securities proposed to be sold in such registration have a reasonably anticipated aggregate offering price of at least (i) $100 million, in the case of a Long-Form Registration, or (ii) $25 million, in the case of a Short-Form Registration;
(E) no Demand Holder is entitled to request a registration under Section 2.2(a) if all of its Registrable Securities are already registered on an effective Shelf Registration Statement;
(F) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) during any period that the Board has determined to delay the filing of the Shelf Registration Statement pursuant to Section 2.1(d); and
(G) the Company shall not be required to effect any Underwritten Offering pursuant to this Section 2.2(a) unless the Registration Demanding Holders shall have given an Underwritten Offering Notice (as defined below) and such request is permitted under Section 2.3(a) or (b) hereof.
Appears in 1 contract