Disposition of Registrable Securities Clause Samples

Disposition of Registrable Securities. Cooperate with each holder of Registrable Securities covered by any Registration Statement and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc. (the "NASD").
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Disposition of Registrable Securities. Except as otherwise provided in Sections 3 and 13 herein, the Holder agrees that he will not sell, transfer or dispose of any Registrable Securities prior to the first anniversary of the date hereof. The Holder further agrees that prior to making any voluntary disposition of any Registrable Securities (other than a disposition to Packaging Dynamics, pursuant to an effective registration statement under the Act as permitted by this Agreement or pursuant to Rule 144 under the Act; provided, however, that prior to making any voluntary disposition of any Registrable Securities pursuant to Rule 144 under the Act, the Holder shall provide to Packaging Dynamics an opinion (in form and substance reasonably satisfactory to Packaging Dynamics) of counsel to Holder reasonably satisfactory to Packaging Dynamics, that such voluntary disposition satisfies the requirements of Rule 144 under the Act), such holder will give written notice to Packaging Dynamics, describing the manner of such proposed disposition. The Holder further agrees that such proposed disposition will not be effected until: (a) Packaging Dynamics has notified the Holder that either: (i) in the opinion of counsel reasonably acceptable to Packaging Dynamics, no registration of such Registrable Securities under that Act is required in connection with such proposed disposition; or (ii) a registration statement under the Act covering such proposed disposition has been filed by Packaging Dynamics with the SEC and has become effective under the Act; and (b) Packaging Dynamics has notified the Holder that either: (i) in the opinion of counsel reasonably acceptable to Packaging Dynamics no registration or qualification under the securities or "blue sky" laws of any state is required in connection with such proposed disposition; or (ii) compliance with applicable state securities or "blue sky" laws has been effected. Packaging Dynamics will use its commercially reasonable efforts to respond to any such notice from the Holder within five (5) business days after receipt thereof; provided, however, if Packaging Dynamics does not respond to the Holder within such period, Packaging Dynamics shall be deemed to have consented to such voluntary disposition. In the case of any proposed disposition under this Section 11, Packaging Dynamics will use its commercially reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qual...
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Disposition of Registrable Securities. Each Holder agrees not to, directly or indirectly, offer, sell (including sell short), pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any Registrable Securities that have been registered except in compliance with the Securities Act, and the rules and regulations promulgated thereunder. Without limitation of the foregoing, each Holder agrees not to make any sale of Registrable Securities under the registration statement without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied.
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Disposition of Registrable Securities 
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Related to Disposition of Registrable Securities

  • Allocation of Registrable Securities The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be). Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement.

  • Aggregation of Registrable Securities All Registrable Securities held or acquired by Persons who are Affiliates of one another shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

  • Registration of Registrable Securities The Company will file with the Commission, within 30 days following the date hereof, a Registration Statement on Form S-3 (the "Registration Statement") to register the resale of the Common Shares issuable upon the exercise of the Warrants. The Company will use its best efforts to cause the Registration Statement to become effective within (i) 90 days of the Date hereof, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

  • Additional Registrable Securities Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of the Sponsor or a Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered, at the Company’s option, by any then available Registration Statement (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Registration Statement or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be so covered twice per calendar year for each of the Sponsor and the Holders.

  • Registrable Securities As used herein the term "Registrable Security" means the Securities until (i) the Registration Statement has been declared effective by the Commission, and all Securities have been disposed of pursuant to the Registration Statement, (ii) all Securities have been sold under circumstances under which all of the applicable conditions of Rule 144 (or any similar provision then in force) under the Securities Act ("Rule 144") are met, (iii) all Securities have been otherwise transferred to holders who may trade such Securities without restriction under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such Securities not bearing a restrictive legend or (iv) such time as, in the opinion of counsel to the Company, all Securities may be sold without any time, volume or manner limitations pursuant to Rule 144(k) (or any similar provision then in effect) under the Securities Act. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be deemed to be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Agreement.