Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year after the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3.
Incidental Registration Rights. If Seller proposes to file a registration statement under the Securities Act with respect to (a) an offering by Seller for its own account or (b) an offering for the account of any of its respective securityholders of any shares of Common Stock (other than a registration statement on Form S-4 or S-8 (or any substitute form therefor that may be adopted by the Securities and Exchange Commission)), then Seller shall give written notice of such proposed filing to the Executive as soon as practicable (but in no event less than 20 days before the anticipated filing date), and such notice shall offer the Executive the opportunity to register such number of shares of Common Stock being purchased hereunder as such Executive may request (a "Piggy-Back Registration"). With respect to any offering described in the preceding sentence which is an underwritten offering (an "Underwritten Offering"), Seller shall use all reasonable efforts to cause the managing underwriter or underwriters of such proposed Underwritten Offering to permit the securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of Seller included therein. Notwithstanding anything contained herein, if the managing underwriter or underwriters of an Underwritten Offering determines and so notifies the Executive in writing that the success of the Underwritten Offering would be materially and adversely affected by inclusion of any or all securities requested to be included by the Executive, either because of (i) the size of the offering that the Executive, Seller and any other persons intend to make or (ii) the kind of securities that the Executive, Seller and any other persons or entities intend to include in such offering, then in such event the amount of securities to be offered for the account of the Executive shall be reduced (such reduction to be pro rata based on the number of such securities so proposed to be sold by the Seller, on the one hand, and the Executive and the three other Varsity executives executing similar agreements with Seller on the date hereof, on the other hand) and the Executive) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters. The Seller agrees that henceforth, and until the earlier of the date the Executive shall have registered or divested the Shares, it will not grant additional P...
Incidental Registration Rights. If the Company at any time proposes to offer Covered Securities in a registered Company Offering for its own account, each such time it will promptly give written notice to the Investors of its intention so to do. Upon the written request of any Investor, received by the Company within thirty (30) days after delivery of any such notice by the Company, requesting to register any or all of its Registrable Securities, the Company will use its reasonable best efforts to cause such Registrable Securities to be included in the securities to be covered by the Registration Statement proposed to be filed in connection with the registered Company Offering to the extent required to permit the sale or other disposition by such Investor of such Registrable Securities. If such registered Company Offering involves an underwriting, the Company shall so advise the Investors as a part of the written notice given pursuant to this Section 3.4. In such event, the right of any Investor to registration pursuant to this Section 3.4 shall be conditioned upon such Investor’s participation in such underwriting to the extent provided herein. If any Investor proposes to distribute any or all of its Registrable Securities through such underwritten Company Offering, it shall (together with the Company and any other Investors so participating) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 3.4, if there is an Underwriter Cutback, such limitation will be imposed first pro rata with respect to all securities whose holders have a contractual, incidental right to include such securities in the Registration Statement (including, without limitation, any Investors) and as to which inclusion has been requested pursuant to such right. The Company shall be obligated to include in such Registration Statement only such limited portion of Registrable Securities with respect to which any Investor has requested inclusion hereunder. Notwithstanding the foregoing provisions, the Company may withdraw any Registration Statement referred to in this Section 3.4 without thereby incurring any liability to any Investor. If any Investor disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter or in such other manner as may be required by any underwriting agreement to which the Investor becomes a...
Incidental Registration Rights. (a) If at any time after August 1, 2000, the Company proposes to register any of its Common Stock under the Securities Act in connection with a public offering of such securities solely for cash by registration on any form other than Form S-4 or S-8 or any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of such securities, whether or not for sale for its own account, it shall each such time give prompt written notice to all registered Holders of Registrable Securities of its intention to do so and of such Holders' rights under this Section 7. Upon the written request of any such Holder (a "Requesting Holder") made as promptly as practicable and in any event within 10 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder and the intended method of disposition), the Company shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Requesting Holders thereof to the extent required to permit the disposition of such Registrable Securities in accordance with the intended methods thereof described as aforesaid; provided, however, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; provided further, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrabl...
Incidental Registration Rights. If the Company proposes to register any of its stock or other securities under the Securities Act of 1933 in connection with the public offering of such securities (other than (i) a registration relating solely to employee benefit plans, (ii) a registration relating solely to an SEC Rule 145 transaction, or (iii) a registration effected pursuant to a form of registration statement that is not available for registration of the Warrant Shares for sale to the public), the Company shall provide Holder with written notice of such determination. Upon the written request of Holder given within twenty (20) days after receipt of any such notice from the Company, the Company, at its sole cost and expense, shall cause to be registered under the Act all of the Warrant Shares that Holder has requested be registered.
Incidental Registration Rights. (i) If, at any time, ICP proposes to file any registration statement under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or its then equivalent, Form S-4 or its then equivalent, or any form that is not available for registering the Registrable Securities (as defined below) for sale to the public), each such time it will notify AOL in writing at least fifteen (15) days prior to such filing and will afford AOL an opportunity to include in such registration statement all or any part of the Registrable Securities then held by AOL. Upon the written request of AOL, received by ICP within ten (10) days after the giving of any such notice by ICP, to include in the registration all or any part of the Registrable Securities, ICP will use best efforts to cause the Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by ICP, all to the extent and under the condition such registration is permitted under the Securities Act.
Incidental Registration Rights. If the Company proposes to make an ------------------------------ Offering of its Common Stock and to prepare Offering Documents not required pursuant to Paragraph 4 (other than any registration by the Company on Form S-8 or a successor or substantially similar form of (A) an employee stock option, stock purchase or compensation plan or securities issued or to be issued pursuant to any such plan, or (B) a dividend investment plan), the Company will give prompt written notice to Imperial of its intention to do so and of Imperial's rights under this Paragraph 3. Upon the written request of Imperial made within thirty (30) days after the receipt of any such notice (which request shall specify the number of Imperial Shares intended to be disposed of by Imperial), the Company will include in the Offering Documents relating to such Offering all Imperial Shares that the Company has been requested to include by Imperial; provided, that if at any time after giving written notice under this Paragraph 3 the Company shall determine for any reason not to proceed with the proposed Offering, the Company may, at its election, give written notice of such determination to Imperial and thereupon shall be relieved of its obligations to Imperial with respect to such proposed Offering under this Paragraph 3. Imperial shall be entitled to withdraw its request for the inclusion of Imperial Shares in an Offering and withdraw from the Offering at any time before the time that the Offering Documents, including any Registration Statement (if applicable), are declared effective and the Offering has commenced.
Incidental Registration Rights. If DCBF at any time proposes to register any equity securities under the Securities Act of 1933, as amended (the “Securities Act”), it will give written notice of such intention to the Standby Purchaser. Upon the written request of the Standby Purchaser given within 15 days after receipt of such notice, DCBF shall use its best efforts to cause the Purchased Shares to be included in such registration; provided, however, that DCBF may elect not to file a registration statement or to withdraw any registration statement at any time prior to the effective date thereof.
Incidental Registration Rights. (a) If at any time after the date hereof A-Fem proposes to register any of its securities under the 1933 Act (except for registration of shares solely in connection with an employee benefit plan or a merger or consolidation) in any public offering, whether or not for sale for its own account, it will at such time give prompt written notice to Holder of its intention to do so and of Holder's rights under this Section 2.
Incidental Registration Rights. In the case of any proposed registration of Common Stock or other securities of Issuer under the Securities Act, whether or not for sale for its own account, on any form which can include Registrable Securities (other than Form S-8 or S-4 or successor forms), Issuer will give at least 30 days' prior written notice of the filing thereof to all Holders.