Common use of General Request for Registration Clause in Contracts

General Request for Registration. At any time and from time to time on or after the Release Date, the holders of a majority-in-interest of the Initial Insider Shares held by the Initial Insiders or the transferees of the Initial Insider Shares, may make a written demand for registration under the Securities Act of all or part of their Initial Insider Shares (an “Initial Insider Demand Registration”). Any demand for an Initial Insider Demand Registration shall specify the number of Initial Insider Shares proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Initial Insider Shares of any demand pursuant to this Section 2.1.1(a), or pursuant to Section 2.1.1(b) below, as the case may be, within five (5) Business Days, and each holder of Initial Insider Shares who wishes to include all or a portion of such holder’s Initial Insider Shares in such Initial Insider Demand Registration (each such holder including shares of Initial Insider Shares in such Initial Insider Demand Registration, a “Initial Insider Demanding Holder”) shall so notify the Company within ten (10) Business Days after the receipt by the holder of the notice from the Company. Upon any such request, the Initial Insider Demanding Holders shall be entitled to have their Initial Insider Shares included in the Initial Insider Demand Registration subject to Section 2.1.1(d) and the provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Initial Insider Demand Registrations under this Section 2.1.1(a) in respect of Initial Insider Shares.

Appears in 2 contracts

Samples: Registration Rights Agreement (180 Connect Inc.), Voting Agreement (Ad.Venture Partners, Inc.)

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General Request for Registration. At any time and from time to time on or after the Release Date, the holders of a majority-in-interest of the Initial Insider Shares Registrable Securities held by the Initial Insiders Stockholder or the its transferees of the Initial Insider Shares, may make a written demand for registration under the Securities Act of all or part of their Initial Insider Shares Registrable Securities (an a Initial Insider Demand RegistrationDEMAND REGISTRATION). For the purpose of this Agreement, a “majority in interest” of Registrable Securities will be calculated assuming any warrants (or other securities or obligations exercisable or exchangeable for or convertible into Common Stock) held by the applicable group of holders were exercised (or exchanged or converted) for one or more shares, as the case may be, of Common Stock, in accordance with the terms of such warrants (or such other securities or obligations). Any demand for an Initial Insider a Demand Registration shall specify the number of Initial Insider Shares Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Initial Insider Shares Registrable Securities of any demand pursuant to this Section 2.1.1(a), or pursuant to Section 2.1.1(b) below, as the case may be, 2.1.1 within five ten (510) Business DaysDays of the receipt of such written demand, and each holder of Initial Insider Shares Registrable Securities who wishes to include all or a portion of such holder’s Initial Insider Shares Registrable Securities in such Initial Insider Demand Registration (each such holder including shares of Initial Insider Shares Registrable Securities in such Initial Insider Demand Registration, a “Initial Insider Demanding HolderDEMANDING HOLDER”) shall so notify the Company within ten (10) Business Days after the receipt by the holder of the notice from the Company. Upon any such request, the Initial Insider Demanding Holders shall be entitled to have their Initial Insider Shares Registrable Securities included in the Initial Insider Demand Registration subject to Section 2.1.1(d) 2.1.4 and the provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Initial Insider Demand Registrations under this Section 2.1.1(a) 2.1.1 in respect of Initial Insider SharesRegistrable Securities.

Appears in 2 contracts

Samples: Registration Rights Agreement (MBF Healthcare Acquisition Corp.), Registration Rights Agreement (MBF Healthcare Acquisition Corp.)

General Request for Registration. At any time and from time to time on or after the Release Date, either (i) the holders of a majority-in-interest of, collectively, the Founder Shares and the Sponsor Warrant Shares beneficially held by the Insiders or the Permitted Transferees of the Insiders, regardless of whether, in the case of the Sponsor Warrant Shares, such Sponsor Warrant Shares remain underlying Sponsor Warrants or (ii) the holders of a majority-in-interest of the Initial Insider CMA Shares held by the Initial Insiders or and the transferees Permitted Transferees of the Initial Insider Shares, Insiders (the holders triggering such registration are referred to as the “Triggering Holders”) may make a written demand for registration under the Securities Act of all or part of their Initial Insider Shares Securities (an a Initial Insider Demand Registration”). Any demand for an Initial Insider a Demand Registration shall specify the number and type of Initial Insider Shares Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Initial Insider Shares Securities of any demand pursuant to this Section 2.1.1(a), or pursuant to Section 2.1.1(b) below, as the case may be, 2.1.1 within five (5) Business Days, and each holder of Initial Insider Shares Securities who wishes to include all or a portion of such holder’s Initial Insider Shares Securities in such Initial Insider Demand Registration and is otherwise permitted to do so under this Agreement (each such holder including shares of Initial Insider Shares Securities in such Initial Insider Demand Registration, a “Initial Insider Demanding Holder”) shall so notify the Company within ten (10) Business Days after the receipt by the holder of the notice from the Company. Upon any such request, the Initial Insider Demanding Holders shall be entitled to have their Initial Insider Shares Securities included in the Initial Insider Demand Registration Registration, subject to Section 2.1.1(d) 2.1.4 and the provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Initial Insider Demand Registrations under clause (i) of this Section 2.1.1(a2.1.1 or more than an aggregate of three (3) in respect Demand Registrations under clause (ii) of Initial Insider Sharesthis Section 2.1.1.

Appears in 2 contracts

Samples: Registration Rights Agreement (GSL Holdings, Inc.), Registration Rights Agreement (Marathon Acquisition Corp.)

General Request for Registration. At any time and from time to time on or after the Release Date, either (i) the holders of a majority-in-interest of, collectively, the Founder Shares and the Sponsor Warrant Shares beneficially held by the Insiders or the permitted transferees of the Insiders, regardless of whether, in the case of the Sponsor Warrant Shares, such Sponsor Warrant Shares remain underlying Sponsor Warrants or (ii) the holders of a majority-in-interest of the Initial Insider CMA Shares held by the Initial Insiders or and the permitted transferees of the Initial Insider Shares, Insiders (the holders triggering such registration are referred to as the “Triggering Holders”) may make a written demand for registration under the Securities Act of all or part of their Initial Insider Shares Securities (an a Initial Insider Demand Registration”). Any demand for an Initial Insider a Demand Registration shall specify the number and type of Initial Insider Shares Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Initial Insider Shares Securities of any demand pursuant to this Section 2.1.1(a), or pursuant to Section 2.1.1(b) below, as the case may be, 2.1.1 within five (5) Business Days, and each holder of Initial Insider Shares Securities who wishes to include all or a portion of such holder’s Initial Insider Shares Securities in such Initial Insider Demand Registration and is otherwise permitted to do so under this Agreement (each such holder including shares of Initial Insider Shares Securities in such Initial Insider Demand Registration, a “Initial Insider Demanding Holder”) shall so notify the Company within ten (10) Business Days after the receipt by the holder of the notice from the Company. Upon any such request, the Initial Insider Demanding Holders shall be entitled to have their Initial Insider Shares Securities included in the Initial Insider Demand Registration Registration, subject to Section 2.1.1(d) 2.1.4 and the provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Initial Insider Demand Registrations under clause (i) of this Section 2.1.1(a2.1.1 or more than an aggregate of three (3) in respect Demand Registrations under clause (ii) of Initial Insider Sharesthis Section 2.1.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Marathon Acquisition Corp.)

General Request for Registration. At any time and from time to time on or after the Release Date, either (i) the holders of a majority-in-interest of, collectively, the Founders Shares, Founders Warrant Shares and the Sponsor Warrant Shares beneficially held by the Insiders or the Permitted Transferees of the Insiders, regardless of whether, (a) in the case of the Founders Warrant Shares, such Founders Warrant Shares remain underlying Founders Warrants or (b) in the case of the Sponsor Warrant Shares, such Sponsor Warrant Shares remain underlying Sponsor Warrants or (ii) the holders of a majority-in-interest of the Initial Insider CMA Shares or CMA Warrant Shares held by the Initial Insiders or and the transferees Permitted Transferees of the Initial Insider Insiders, regardless of whether, in the case of the CMA Warrant Shares, such CMA Warrant Shares remain underlying CMA Warrants (the holders triggering such registration are referred to as the “Triggering Holders”) may make a written demand for registration under the Securities Act of all or part of their Initial Insider Shares Securities (an a Initial Insider Demand Registration”). Any demand for an Initial Insider a Demand Registration shall specify the number and type of Initial Insider Shares Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Initial Insider Shares Securities of any demand pursuant to this Section 2.1.1(a), or pursuant to Section 2.1.1(b) below, as the case may be, 2.1.1 within five (5) Business Days, and each holder of Initial Insider Shares Securities who wishes to include all or a portion of such holder’s Initial Insider Shares Securities in such Initial Insider Demand Registration and is otherwise permitted to do so under this Agreement (each such holder including shares of Initial Insider Shares Securities in such Initial Insider Demand Registration, a “Initial Insider Demanding Holder”) shall so notify the Company within ten (10) Business Days after the receipt by the holder of the notice from the Company. Upon any such request, the Initial Insider Demanding Holders shall be entitled to have their Initial Insider Shares Securities included in the Initial Insider Demand Registration Registration, subject to Section 2.1.1(d) 2.1.4 and the provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Initial Insider Demand Registrations under clause (i) of this Section 2.1.1(a2.1.1 or more than an aggregate of three (3) in respect Demand Registrations under clause (ii) of Initial Insider Sharesthis Section 2.1.1.

Appears in 1 contract

Samples: Common Stock Warrant Agreement (Marathon Acquisition Corp.)

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General Request for Registration. At any time and from time to time on time, any one or after the Release Date, the holders of a majority-in-interest of the Initial Insider Shares held by the Initial Insiders or the transferees of the Initial Insider Shares, more Shareholders may make a written demand for registration under the Securities Act of all or part of their Initial Insider Restricted Shares (an “Initial Insider a "Demand Registration"); provided, however, that the amount of Restricted Shares that may be offered in connection with such Demand Registration shall be subject to the limitations set forth in Section 2.1.2 hereof. Any Subject to the limitations set forth in Section 2.1.2 hereof, any demand for an Initial Insider a Demand Registration shall specify the number of Initial Insider Restricted Shares proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all other holders of Initial Insider Restricted Shares of any demand pursuant to this Section 2.1.1(a)2.2.1, or pursuant to Section 2.1.1(b) below2.2.2 hereof, as the case may be, within five (5) Business Days, and each holder of Initial Insider Restricted Shares who wishes to include all or a portion of such holder’s Initial Insider 's Restricted Shares in such Initial Insider Demand Registration Registration, as the case may be, and is otherwise permitted to do so under this Agreement (each Shareholder making such demand or other holder including shares of Initial Insider Restricted Shares in such Initial Insider Demand Registration, a “Initial Insider "Demanding Holder") shall so notify the Company within ten (10) Business Days after the receipt by the holder of the notice from the Company; provided, that if any such holder fails to participate in such Demand Registration, then such holder may not make a written demand for registration of Restricted Securities under this Section 2.2 until thirty (30) days after the Registration Statement filed with the Commission with respect to such Demand Registration is declared effective. Upon any such request, the Initial Insider Demanding Holders shall be entitled to have their Initial Insider Restricted Shares included in the Initial Insider Demand Registration Registration, subject to Section 2.1.1(d) Sections 2.1.2, 2.2.5 and the provisions set forth in Section 3.1.13.1.1 hereof. The Company shall not be obligated to pursue and effect more than an aggregate of two (2) Initial Insider Demand Registrations under this Section 2.1.1(a) 2.2.1; provided, however, that the number of Demand Registrations permitted hereby shall be subject to the provisions set forth in respect Section 2.2.2 hereof. Notwithstanding anything else herein to the contrary, the Company shall not be obligated to pursue a Demand Registration unless Demanding Holders have demanded the registration of Initial Insider at least $5.0 million of Restricted Shares, determined at the time of the initial written demand.

Appears in 1 contract

Samples: Registration Rights Agreement (Atlas Industries Holdings LLC)

General Request for Registration. At any time and from time to time on or after the Release Date, the holders of a majority-in-interest of of, collectively, the Initial Insider Shares and Insider Warrant Shares underlying outstanding Insider Warrants held by the Initial Insiders or the transferees of the Initial Insider Shares, Insider Warrants and Insider Warrant Shares (together, the “Insider Securities”) may make a written demand for registration under the Securities Act of all or part of their Initial Insider Shares Securities (an a Initial Insider Demand Registration”). Any demand for an Initial Insider a Demand Registration shall specify the number and type of Initial Insider Shares Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Initial Insider Shares Securities of any demand pursuant to this Section 2.1.1(a), or pursuant to Section 2.1.1(b) below, as the case may be, 2.1.1 within five (5) Business Days, and each holder of Initial Insider Shares Securities who wishes to include all or a portion of such holder’s Initial Insider Shares Securities in such Initial Insider Demand Registration and is otherwise permitted to due so under this Agreement (each such holder including shares of Initial Insider Shares Securities in such Initial Insider Demand Registration, a “Initial Insider Demanding Holder”) shall so notify the Company within ten (10) Business Days after the receipt by the holder of the notice from the Company. Upon any such request, the Initial Insider Demanding Holders shall be entitled to have their Initial Insider Shares Securities included in the Initial Insider Demand Registration Registration, subject to Section 2.1.1(d) 2.1.4 and the provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Initial Insider Demand Registrations under this Section 2.1.1(a) in respect of Initial Insider Shares2.1.1.

Appears in 1 contract

Samples: Registration Rights Agreement (Global Logistics Acquisition CORP)

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