Piggy-Back Registration Rights Sample Clauses
POPULAR SAMPLE Copied 27 times
Piggy-Back Registration Rights. (a) The Company shall give the Holder at least 30 days’ prior written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete...
Piggy-Back Registration Rights. The Company hereby grants to the Buyer the piggy-back registration rights set forth in Exhibit B hereto.
Piggy-Back Registration Rights. (a) If the Seller proposes to file a registration statement under the Securities Act with respect to an offering of Seller equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, Seller equity securities, by the Seller for its own account and/or for security holders of the Seller for their account, other than a registration statement (i) filed solely in connection with an offering of securities to directors, employees or independent contractors of the Seller pursuant to any stock incentive or other benefit plan, (ii) filed on Form S-4 or S-8 or any successor to such forms, (iii) for an exchange offer or offering of securities solely to the Seller’s existing security holders, (iv) for a dividend reinvestment plan, or (v) solely in connection with a merger, share capital exchange, asset acquisition, share purchase, reorganization, amalgamation, subsequent liquidation, or other similar business transaction that results in all of the Seller’s shareholders, including without limitation the Purchasers, having the right to exchange their common stock for cash, securities or other property of a non-capital raising bona fide business transaction, then the Seller shall (x) give written notice of such proposed filing to each Purchaser as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to each Purchaser in such notice the opportunity to register the sale of such number of the S360 Shares as such Purchaser may request in writing within ten (10) days following receipt by the Purchaser of such notice (a “Piggy-Back Registration”). The Seller shall include in such registration statement such S360 Shares that are requested by a Purchaser to be included therein within ten (10) days after the receipt by the Purchaser of any such notice on the same terms and conditions as any shares of Seller’s common stock that are included in such registration statement by other shareholders of the Seller exercising piggy-back registration rights in existence as of the date of this Agreement with respect to shares of Seller’s common stock. If at any time after giving written notice of its intention to register any securities and prior to the effective date...
Piggy-Back Registration Rights. In the event that the Company files a registration statement with the SEC, the Investor may make a written request (the “Piggy-Back Request”) that the Company include in the proposed Registration all, or a portion, of the Warrants owned by the Investor, and the shares issuable upon the exercise of the warrants. The Company will use its commercially reasonable efforts to include in any Registration all Registrable Securities which the Company has been requested to register pursuant to any timely Piggy-Back Request to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. The expenses of the registration shall be paid by the Company.
Piggy-Back Registration Rights. If the Company proposes to file any registration statement covering any of its securities (for sale by the Company, for resale by the holder(s) of such securities, or otherwise) (each a “Registration Statement”), the Company shall at each such time give written notice to Holder of its intention to do so (each a “Registration Notice”) at least seven (7) calendar days prior to the filing of such Registration Statement and of the registration rights granted under this Agreement. Upon the written request of ▇▇▇▇▇▇ made to the Company within three (3) calendar days after the receipt of any such Registration Notice, the Company shall, at its sole cost and expense, effect the registration of all Conversion Shares underlying the Note which the Company has been so requested to register by Holder in such Registration Statement, by inclusion of such Conversion Shares in the Registration Statement, to the extent required to permit the resale and disposition (in accordance with the intended methods of disposition, including but not limited to sales at prevailing market prices) of the Conversion Shares by Holder.
Piggy-Back Registration Rights. (i) In the event that, following the Effective Time, Canna Delaware proposes to file a registration statement with the SEC pursuant to the Securities Act covering the public offering of any of its stock (other than a registration relating solely to the issuance of securities by Canna Delaware pursuant to a stock option, stock purchase or similar benefit plan or a Securities Act Rule 145 transaction), Canna Delaware shall promptly give each Original Holder written notice of such registration. Canna Delaware shall use all reasonable efforts to cause to be registered all of the shares of Canna Delaware Common Stock that each such Original Holder has requested to be included in such registration.
(ii) Canna Delaware shall have the right to terminate or withdraw any registration initiated by it under this Section 3(f) before or after the effective date of such registration, regardless of whether any Original Holder has elected to include shares of Canna Delaware Common Stock in such registration.
(iii) All expenses (other than underwriting discounts and commissions and stock transfer taxes and fees) incurred in connection with a registration pursuant to Section 3(f) including, without limitation, registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for Canna Delaware shall be borne by Canna Delaware.
(iv) If a registration of which Canna Delaware gives notice under this Section 3(f) is for an underwritten offering, then Canna Delaware shall so advise the Original Holders. In such event, the right of any Original Holder to include such Original Holder’s shares of Canna Delaware Common Stock in such registration shall be conditioned upon such Original Holder’s participation in such underwriting and the inclusion of such Original Holder’s shares of Canna Delaware Common Stock in the underwriting to the extent provided herein. All Original Holders proposing to distribute their shares of Canna Delaware Common Stock through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriters advise Canna Delaware that marketing factors require a limitation of the number of shares of Canna Delaware Common Stock to be underwritten or exclusion of the shares of Canna Delaware Common Stock, then the managing underwriters may exclude the shares of the Original H...
Piggy-Back Registration Rights. (a) If, at any time on or after the Closing through the Termination Date, the Company proposes to file any Registration Statement under the Securities Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement in connection with a merger or acquisition or a Registration Statement on Form S-8 relating solely to the sale of securities of participants in a Company stock plan, then the Company shall (x) give written notice of such proposed filing to the Holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the Holder in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant as such Holder may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The Company shall cause the Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A Holder proposing to distribute its securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a), the Company shall not be required to register such Registrable Securities pursuant to this Section 5(a) that are eligible for resale pursuant to ...
Piggy-Back Registration Rights. In the event that (but without any obligation to do so) the Company proposes to register any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form S-4, Form S-8 or any form which does not include substantially th▇ ▇▇▇▇ ▇▇▇▇▇▇ation as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall promptly give the Holder of the Registrable Securities written notice of such registration (the "Piggy-Back Notice"). Upon the written request of the Holder given within twenty (20) days after receipt of such Piggy-Back Notice from the Company, the Company shall, subject to the provisions of Subsections 8(h), 8(i) and 8(j) below, cause to be included in the registration statement filed by the Company under the Securities Act all of the Registrable Securities that the Holder has requested to be registered; provided, however, that the Company shall have no such obligation if such registration statement relates to an underwritten offering by the Company and the managing underwriter of the subject offering has expressed in writing its objection to the same to the Company. To the extent that the Holder is offered the opportunity hereunder to include all of its Registrable Securities in a registration statement, such Holder will be deemed to have exercised its sole piggy-back registration right provided by this Subsection 8(b), unless the Holder has been denied the right to participate in such registration by the managing underwriter of the registration, pursuant to this section.
Piggy-Back Registration Rights. If, at any time while this Warrant is outstanding, there is not an effective registration statement covering all of the Warrant Shares and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver to the Holder a written notice of such determination and, if within fifteen days after the date of the delivery of such notice, Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Warrant Shares that the Holder requests to be registered.
Piggy-Back Registration Rights. If (but without any obligation to do so) the Company shall determine to register (a "Company Registration") any of its securities for its own account or for any other person (other than a registration under the Act of shares issued in connection with any acquisition of any entity or business, shares issuable solely upon the exercise of stock options, or shares issuable solely pursuant to employee benefit plans or arrangements, including registration statements on Form S-4, S-8 or any successor form), the Company shall do the fo▇▇▇▇▇▇▇:
(i) promptly give the Holder written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to register or qualify such securities under the applicable blue sky or other state securities laws); and
(ii) include among the securities which it then registers or qualifies all Registrable Securities (as defined below) specified in a written request or requests, made within fifteen (15) days after receipt of the written notice from the Company, by the Holder. The Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement by giving written notice to the Company of its request to withdraw. The Company may withdraw a Company Registration at any time prior to the time it becomes effective whether or not the Holder has elected to include Registrable Securities (as defined below) in such registration. For purposes of this Warrant, the term "Registrable Securities" shall mean all shares of Common Stock issued and issuable upon exercise of the Warrant; provided however, that shares of Common Stock which are "Registrable Securities" shall cease to be Registrable Securities (a) upon any sale pursuant to a registration statement under the Act, Section 4(1) of the Act or Rule 144 promulgated under the Act or (b) at such time as such shares of Common Stock are freely saleable under Rule 144(k) promulgated under the Act (or a successor provision).