Registration on Demand. (a) During the two-year period commencing on the date that a Warrant is first exercised by any Warrantholder, upon prior written notice (a "Demand Notice") to the Company from holders representing at least a majority of the then outstanding Registrable Securities (as defined in subparagraph (c) below), determined as if the Warrants had been fully exercised, to the effect that the holders of Registrable Securities desire to register any of their Registrable Securities under the Securities Act, the Company shall within 10 business days after receiving any Demand Notice give notice (the "Company's Notice") to the other holders of Registrable Securities stating the identity of the holders requesting registration and the number of Registrable Securities proposed to be sold thereby, and take appropriate action as promptly as practicable after its receipt of the Demand Notice to file with the Securities and Exchange Commission (the "Commission") a registration statement on the appropriate form covering all Registrable Securities specified in the Demand Notice and by such other holders (by notice given to the Company within 15 days after their receipt of the Company's Notice), (ii) use commercially reasonable efforts to cause such registration statement to become effective under the Securities Act and (iii) use commercially reasonable efforts to qualify the Registrable Securities subject to the Demand Notice for sale in such states as reasonably requested by the holders of a majority of Registrable Securities to be included in such registration, if necessary; provided such effort shall not require the Company to qualify as a foreign corporation or subject itself to taxation in any jurisdiction where it is not already so qualified or subject. The Company shall be obligated to effect only one registration pursuant to this Section 15.1.
Registration on Demand. (a) One time, upon the written request of the each persons holding Warrants pursuant to this Warrant Agreement ("Holder") and other persons who together with Holder own a majority of the Warrant Stock issued in connection with the Chalxxxx Xxxestment ("Requesting Holders") that the Company effect registration, qualification or compliance under the Securities Act and state securities laws of all or part of the Warrant Shares received pursuant to the Chalxxxx Xxxestment ("Registrable Securities") of the Requesting Holders and specifying the intended method of disposition thereof, the Company shall (i) promptly thereupon give written notice of the proposed registration to all other holders of Warrant Stock issued in connection with the Chalxxxx Xxxestment and (ii) effect, as soon as practicable and within 90 days after such request, all such registrations, qualifications and compliances under the Securities Act and state securities law of the Registrable Securities which the Company has been so requested to register by Requesting Holders and any other holder or holders joining in such registration as specified in a written request received by the Company within 15 business days after the Company's notice to the extent requisite to permit the sale and distribution of such securities; provided, however, that the Company shall not be obligated to effect a registration under the Securities Act pursuant to this Section 3 before January 1, 1993, or after January 1, 1998.
Registration on Demand. (i) At any time after the Registrable Date the Purchaser on behalf of the Holders of the Transfer Restricted Securities shall have the right to require the Company, by written request, to cause the Transfer Restricted Securities to be registered with the Commission by filing a Registration Statement to cover the offer and resale by a Holder from time to time and the methods of distribution elected by such holder of Transfer Restricted Securities as set forth in such Registration Statement. Within 10 days after receipt of any such request, the Company will serve a written notice of such registration request to all Holders, and the Company will include in such registration all Transfer Restricted Securities of such Holders with respect to which the Company has received written requests for inclusion therein within 20 business days after the delivery such notice. As used herein, "REGISTER", "
Registration on Demand. 3 SECTION 2.2
Registration on Demand. Merck will have the right, on one ---------------------- occasion after the expiration of 12 months after the Company has completed an initial public offering of the Common Stock, to require the Company to file a registration statement on Form S-3 (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") under the Securities Act to register the resale of the Conversion Shares, or if Form S-3 is not available, to otherwise effect the registration under the Securities Act of the resale of the Conversion Shares. The Company shall not be obligated to file and cause to become effective any Registration Statement within a period of four months after the date of a request for registration pursuant to this Section 5.3.1 if, at the time of such request, the filing of such registration statement would, as determined in good faith by a majority of the Board, be seriously detrimental to the Company or its stockholders or adversely affect a material financing project or a material proposed or pending acquisition, merger or other similar corporate transaction to which the Company is or expects to be a party, provided that such right of the Company to delay a request for registration may be exercised by the Company not more than once in any one-year period.
Registration on Demand. (a) One time, upon the written request of the Holder, the Company will notify all other holders and upon written request the Holder and other persons who together with Holder own five percent of the Warrant Stock issued in connection with the Offering ("Requesting Holders") that the Company effect registration, qualification or compliance under the Securities Act and state securities laws of all or part of the Registrable Securities of the Requesting Holders and specifying the intended method of disposition thereof, the Company shall (i) promptly thereupon give written notice of the proposed registration to all other holder of Warrant Stock issued in connection with the Offering and (ii) effect, as soon as practicable and within 90 days after such request, all such registrations, qualifications and compliances under the Securities Act and state securities law of the Registrable Securities which the Company has been so requested to register by Requesting Holders and any other holder or holders joining in such registration as specified in a written request received by the Company within 15 business days after the Company's notice to the extent requisite to permit the sale and distribution of such securities; provided, however, that the Company shall not be obligated to effect a registration under the Securities Act pursuant to this Section 3 before October 1, 1993.
Registration on Demand. (a) At any time during the period commencing on September 1, 1997 and terminating on August 31, 2002, and on a one time only basis, upon the written request (a "Demand Request") of the holder or holders of at least fifty (50%) percent of the Shares that the Corporation effect a registration under the Act of all or part of the Shares of such holder(s), specifying the intended method of disposition thereof and whether or not such requested registration is to relate to an underwritten offering, the Corporation will promptly give written notice (a "Demand Notice") of such Demand Request to all other holders of outstanding Shares and, thereupon, the Corporation will, on one occasion, use its best efforts to effect the registration under the Act, within three (3) months of the date the Demand Notice is given, of: (i) the Shares which the Corporation shall have been so requested to register in the Demand Request, and (ii) all other Shares which the Corporation has been requested to register by the holders thereof by written request (the "Secondary Demand Request") given to the Corporation within 30 days after the giving of the Demand Notice (which Secondary Demand Request shall specify the intended method of disposition of such Shares and whether or not such disposition will be an underwritten offering), on an appropriate form and to the extent requisite to permit the disposition (in accordance with the intended methods thereof as set forth in Demand Request and all Secondary Demand Requests) of the Shares so to be registered.
Registration on Demand. (a) In addition to any demand rights the Plans may have under Section 9.1 hereof, in the event that either (i) after the IPO the Plans hold Plan Shares valued (based on the IPO price per share) at $50,000,000 or more, or (ii) an Early Termination Event occurs, the Plans will have the right to demand one registration under the Securities Act of all or part of such remaining Plan Shares (unless a shelf registration statement has been or is being effected in accordance with Section 9.2). In addition Northwest will have the right to demand one registration under the Securities Act of all or part of such remaining Pinnacle Corp. Shares held by it following the IPO. At any time (X) following the satisfaction of the conditions contained in clause (i) or (ii) of the previous sentence, upon the written request of Fiduciary Counselors or (Y) following the IPO, upon the written request of Northwest, in the case of either (X) or (Y) requesting that Pinnacle Corp. effect the registration under the Securities Act of all or part of the Pinnacle Corp. Shares then held by the requesting party and specifying the amount and intended method of disposition thereof, Pinnacle Corp. will use its reasonable best efforts to effect the registration under the Securities Act of such Pinnacle Corp. Shares.
Registration on Demand. (i) The Company shall, upon prior written notice to the Company from the Majority Stockholders, register all or a portion of the Common Stock of such Majority Stockholders or their Affiliates, specified in such notice, with the SEC under the 1933 Act for resale. Upon receipt of such notice, the Company shall, within ten days thereafter, give written notice of such request to all Stockholders and include all or a portion of the Common Stock of any Stockholders who elect to be included in such registration by written notice to the Company within ten days of the date of mailing of the Company's notice. The Stockholders (including the Majority
Registration on Demand. (i) At any time after the Registrable Date the Purchaser on behalf of the Holders of the Transfer Restricted Securities shall have the right to require the Company, by written request, to cause the Transfer Restricted Securities to be registered with the Commission by filing a Registration Statement to cover the offer and resale by a Holder from time to time and the methods of distribution elected by such holder of Transfer Restricted Securities as set forth in such Registration Statement. Within 10 days after receipt of any such request, the Company will serve a written notice of such registration request to all Holders, and the Company will include in such registration all Transfer Restricted Securities of such Holders with respect to which the Company has received written requests for inclusion therein within 20 business days after the delivery such notice. As used herein, "register", "registered" and "registration" each refer to a registration of the Transfer Restricted Securities effected by filing with the Commission a
