Long-Form Registrations Clause Samples
The Long-Form Registrations clause requires parties to complete and submit detailed registration documents or forms, often containing comprehensive information about their identity, qualifications, or relevant activities. In practice, this may involve providing legal names, addresses, business credentials, or other supporting documentation as part of a formal registration process before engaging in certain activities or receiving specific rights under the agreement. The core function of this clause is to ensure that all parties are properly identified and vetted, thereby reducing the risk of fraud, misrepresentation, or non-compliance with regulatory requirements.
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Long-Form Registrations. The Requisite Holders shall be entitled to request, and the Company shall be obligated to effect, (i) one Long-Form Registration in which the Company shall pay all Registration Expenses ("Company Paid Long Form Registration"), and (ii) unlimited Long-Form Registrations in which the holders of Registrable Securities shall pay the Registration Expenses other than the Internal Expenses (as defined in Section 5 hereof). A registration shall not count as one of the permitted Long-Form Registrations until it has become effective, and a Company-paid Long Form Registration shall not count as one of the permitted Company-paid Long-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Company-paid Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Company-paid Long-Form Registrations. All Long-Form Registrations shall be underwritten registrations.
Long-Form Registrations. The holders of Registrable Securities shall be entitled to an unlimited number of Long-Form Registrations in which the Company shall pay all Registration Expenses (as defined in Section 6(a)), whether or not any such registration is consummated. All Long-Form Registrations shall be underwritten registrations.
Long-Form Registrations. The Boise Majority Holders shall be entitled to request five (5) Long-Form Registrations and the Aldabra Majority Holders shall be entitled to request two (2) Long-Form Registrations; provided that the aggregate offering value of the Registrable Securities requested to be registered in any Long-Form Registration must equal at least $25,000,000. All Long-Form Registrations shall be underwritten registrations if requested by the holders of a majority of the Registrable Securities initially requesting such registration. The Company shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration, whether or not it becomes effective. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective and no registration shall count as one of the permitted Long-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration within the price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration (with it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a Long-Form Registration at any time prior to the effectiveness thereof, in which case such registration shall not proceed with respect to any holder and such registration shall not thereafter count as one of the permitted Long-Form Registrations). In no event shall any holder of Registrable Securities have liability to another for determining to withdraw its request for registration.
Long-Form Registrations. The Controlling Holders shall be entitled to request up to three (3) Long-Form Registrations in which the Corporation shall pay all Registration Expenses, regardless of whether any registration statement is filed or any such Demand Registration is consummated. All Long-Form Registrations shall be underwritten registrations unless otherwise approved by Controlling Holders holding at least a majority of the Registrable Securities held by all Controlling Holders making the Demand Registration.
Long-Form Registrations. (i) The OEP Parties may request an aggregate of three (3), (ii) the Deerfield Parties may request an aggregate of one (1) and (iii) the Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Parties) may request an aggregate of one (1) Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective; provided that, Pubco shall not be obligated to effect, or to take any action to effect, any Long-Form Registration unless the aggregate market price of the Registrable Securities requested to be registered in such Long-Form Registration exceeds $20,000,000 at the time of request; provided, further, that Pubco shall only be obligated to effect, or take any action to effect, three (3) Long-Form Registrations in the case of any request therefor by any of the OEP Parties, one (1) Long-Form Registrations in the case of any request therefor by any of the Deerfield Parties and one (1) Long-Form Registration in the case of any request therefor by Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Parties). A registration shall not count as a permitted Long-Form Registration until it has become effective and unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event Pubco shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Long-Form Registrations hereunder.
Long-Form Registrations. The holders of a majority of the Sun Registrable Securities shall be entitled to request unlimited Long-Form Registrations in which the Company will pay all Registration Expenses (as defined below in Section 5). All Long-Form Registrations shall be underwritten registrations.
Long-Form Registrations. 2.1.1 Subject to the terms of this Agreement, at any time at least one hundred eighty (180) days following the closing of the IPO, each Holder may request registration under the Securities Act on Form S-11 or any similar long-form Registration Statement for the offering of all or part of its Registrable Securities; provided, that with respect to any requests under this Section 2.1.1, the anticipated aggregate offering amount of the Registrable Securities covered by such Registration Statement shall exceed $12,500,000 (net of underwriting discounts and commissions).
2.1.2 Within ten (10) days after receipt of any written request pursuant to Section 2.1.1, the Trust will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Trust has received written requests for inclusion within thirty (30) days after delivery of the Trust’s notice, and, thereupon the Trust will use its reasonable best efforts to effect, at the earliest possible date, the registration under the Securities Act. All registrations requested pursuant to Section 2.1.1 are referred to herein as “Long-Form Demand Registrations.”
2.1.3 Notwithstanding the foregoing provisions of this Section 2.1, (a) the Trust shall not be obligated to effect a Long-Form Demand Registration at any time when the Trust is eligible at the time of the request to file a Registration Statement on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor thereof, and (b) the Trust shall not be obligated to effect more than two (2) Long-Form Demand Registrations for all Holders in the aggregate pursuant to Section 2.1.1.
Long-Form Registrations. The holders of a majority of the Summit Investor Registrable Securities then outstanding shall be entitled to three (3) Long-Form Registrations; provided that the aggregate offering value of the Summit Investor Registrable Securities requested to be registered in any Long-Form Registration must be at least $10,000,000 (or any such lesser amount if all of the Summit Investor Registrable Securities are requested to be registered). Holdings shall pay all Registration Expenses with respect to Long-Form Registrations. A registration shall not count against the total number of Long-Form Registrations provided for in this Section 1B until it has become effective and unless the holders of Summit Investor Registrable Securities are able to register and sell at least ninety percent (90%) of the Summit Investor Registrable Securities requested to be included in such registration; provided that in any event Holdings shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration whether or not it has become effective and whether or not such registration counts against the total number of Long-Form Registrations provided for in this Section 1B; provided further that no Demand Registration shall be deemed to be a Long-Form Registration whenever Holdings is permitted to use any applicable short form unless the holders of Summit Investor Registrable Securities specifically request a Long-Form Registration. If the holders of a majority of the Summit Investor Registrable Securities initially requesting a Long- Form Registration request that such Long-Form Registration be filed pursuant to Rule 415 (a “Shelf Registration”), and if Holdings is qualified to do so, then Holdings shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as reasonably practicable after the filing thereof; provided that, if Holdings is a WKSI at the time of such request, the holders of a majority of the Summit Investor Registrable Securities requesting a Shelf Registration may request that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). All Long-Form Registrations shall be underwritten registrations unless otherwise approved by the holders of a majority of the Summit Investor Registrable Securities initially requesting registration.
Long-Form Registrations. (i) The holders of a majority of the Investor Registrable Securities and (ii) the holders of a majority of the Outside Preferred Investor Registrable Securities will each be entitled to request two Long-Form Registrations in which the Company will pay all Registration Expenses; provided that the Company will have no obligation to grant any request for a Long-Form Registration unless the aggregate value of the Registrable Securities to be sold through such registration equals at least $3.0 million. The Company will pay all Registration Expenses in connection with any Demand Registration initiated as a Long-Form Registration whether or not it has become effective. The Company will use commercially reasonable efforts to cause any Long-Form Registration to be declared effective under the Securities Act as soon as practicable after filing such Long-Form Registration. A registration will not count as a permitted Long-Form Registration until it has become effective. A registration will not count as a Long-Form Registration unless the holders that delivered the related Demand Notice are able to register and sell at least 90% of the Registrable Securities that such holders have requested to be included in such registration.
Long-Form Registrations. The holders of Registrable Securities will be entitled to request two (2) Long-Form Registrations. A registration will not count as one of the permitted Long-Form Registrations until it has become effective or is withdrawn at the request of the holders of at least a majority of the Registrable Securities (other than as a result of a material adverse change to the Company), and unless all of the Registrable Securities requested to be included are covered thereby or, if underwritten, the holders of Registrable Securities are able to sell at least 75% of the Registrable Securities requested to be included in such registration.