Common use of Registration on Form S-3 Clause in Contracts

Registration on Form S-3. (a) If any Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this paragraph 5 in any calendar year. The substantive provisions of paragraph 4(b) shall be applicable to each registration under this paragraph 5.

Appears in 3 contracts

Samples: Registration Rights Agreement (Spectrx Inc), Registration Rights Agreement (Spectrx Inc), Preferred Stock Purchase Agreement (Spectrx Inc)

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Registration on Form S-3. (a) If any Holder or Initiating Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one (1) registration pursuant to this paragraph 5 Section 1.4 in any calendar yeartwelve (12) month period. The substantive provisions of paragraph 4(bSection 1.2(b) shall be applicable to each registration initiated under this paragraph 5Section 1.4.

Appears in 2 contracts

Samples: Rights Agreement (Imanage Inc), Rights Agreement (Imanage Inc)

Registration on Form S-3. (a) If any Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate offering price to the public of which, net of underwriting discounts and commissions, would exceed $500,0001,000,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this paragraph 5 Section 2.6 in any calendar yearsix (6) month period or in excess of three registrations under this Section 2.6. The substantive provisions of paragraph 4(bSection 2.4(b) shall be applicable to each registration initiated under this paragraph 5Section 2.6.

Appears in 2 contracts

Samples: Rights Agreement (Wink Communications Inc), Rights Agreement (Wink Communications Inc)

Registration on Form S-3. (a) If any Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this paragraph 5 4 in any calendar year. The substantive provisions of paragraph 4(b3(b) shall be applicable to each registration under this paragraph 54.

Appears in 2 contracts

Samples: Agreement (Spectrx Inc), Registration Rights Agreement (Medicode Inc)

Registration on Form S-3. (a) If any Holder or of the Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, which would exceed $500,0001,000,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the such Holder or Holders may reasonably request; provided, however, that the . The Company shall not inform other Holders of the proposed registration and offer them the opportunity to participate. In the event the registration is proposed to be required to effect more than one registration pursuant to this paragraph 5 in any calendar year. The part of a firm commitment underwritten public offering, the substantive provisions of paragraph 4(bSection 5.1(c) shall be applicable to each such registration initiated under this paragraph 5Section 5.3.

Appears in 2 contracts

Samples: Registration and Information Rights Agreement (Vicinity Corp), Registration and Information Rights Agreement (Intraware Inc)

Registration on Form S-3. (a) If any Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,0001,000,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the such Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this paragraph 5 Section 3.7 in any calendar yeartwelve (12) month period. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. The substantive provisions of paragraph 4(bSection 3.5(b) shall be applicable to each registration initiated under this paragraph 5Section 3.7.

Appears in 2 contracts

Samples: Shareholders Rights Agreement (Talk City Inc), Shareholders Rights Agreement (Talk City Inc)

Registration on Form S-3. (a) If any Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,0001,000,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this paragraph 5 Section 1.4 in any calendar yeartwelve (12) month period. The In the event that a registration statement pursuant to this Section 1.4 is for a registered public offering involving an underwriting, the substantive provisions of paragraph 4(bSection 1.2(b) shall be applicable to each such registration initiated under this paragraph 5Section 1.4.

Appears in 2 contracts

Samples: Investor Rights Agreement (Ithaka Acquisition Corp), Investor Rights Agreement (Alsius Corp)

Registration on Form S-3. (a) If any Initiating Holder or Holders request requests that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,000250,000, and the Company is a registrant then entitled to use Form S-3 under applicable Commission rules to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this paragraph 5 in any calendar year. The substantive provisions of paragraph 4(bSection 1.2(b) shall be applicable to each registration initiated under this paragraph 5Section 1.4.

Appears in 1 contract

Samples: Registration Rights Agreement (Tapistron International Inc)

Registration on Form S-3. (a) If any Holder or Holders (“S-3 Initiating Holders”) request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities for which the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,000, US$3,000,000.00 and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the such Holder or Holders may reasonably request; , provided, however, that the Company shall not be required to effect more than one registration two (2) registrations pursuant to this paragraph 5 Section 2.7 in any calendar yeartwelve (12) month period. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. The substantive provisions of paragraph 4(bSection 2.5(b) shall be applicable to each registration initiated under this paragraph 5Section 2.7.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Aerohive Networks, Inc)

Registration on Form S-3. (a) If any Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Regis trable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,0001,000,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration two registrations pursuant to this paragraph 5 in any calendar yearSection 1.7. The substantive provisions of paragraph 4(bSection 1.5(b) shall be applicable to each a registration initiated under this paragraph 5Section 1.7.

Appears in 1 contract

Samples: Investor Rights Agreement (Jenner Technologies)

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Registration on Form S-3. (a) If any Holder Holders or Additional Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities or Additional Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the Holder or Holders such Holder(s) may reasonably request; provided, provided however, that the Company shall not be required to effect more than one registration pursuant to this paragraph 5 in Section 4 within any calendar yearsix-month period. The substantive provisions of paragraph Section 4(b) shall be applicable to each registration initiated under this paragraph 5Section 4.

Appears in 1 contract

Samples: Rights Agreement (Tularik Inc)

Registration on Form S-3. (a) If any Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use its best efforts offered to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions jurisdiction as the Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this paragraph 5 Section 4 in any calendar yearsix month period. The substantive provisions of paragraph Section 4(b) shall be applicable to each registration initiated under this paragraph 5Section 4.

Appears in 1 contract

Samples: Registration Rights Agreement (Tularik Inc)

Registration on Form S-3. (a) If any Holder or of the Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,0002,000,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the such Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this paragraph 5 Section 5.3 in any calendar yeartwelve (12) month period. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. In the event the registration is proposed to be part of a firm commitment underwritten public offering, the substantive provisions of paragraph 4(bSection 5.1(c) shall be applicable to each such registration initiated under this paragraph 5Section 5.3.

Appears in 1 contract

Samples: Investor Rights Agreement (Captura Software Inc)

Registration on Form S-3. (a) If any Holder or Holders request requests that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the any Holder or Holders may reasonably request; provided. Provided, however, that the Company shall not be required to effect more than one registration pursuant to this paragraph 5 Section 4 in any calendar year. The substantive provisions of paragraph 4(bSection 3(b) shall be applicable to each registration under this paragraph 5Section 4.

Appears in 1 contract

Samples: Registration Rights Agreement (Apollo Biopharmaceutics Inc)

Registration on Form S-3. (a) If any Holder or Holders who in the aggregate hold at least 15% of the Registrable Securities then outstanding request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities Securities, the reasonably anticipated aggregate price to the public gross cash proceeds of which, net of underwriting discounts and commissions, which would exceed $500,000US$1,000,000.00, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the such Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration two (2) registrations pursuant to this paragraph 5 Section 2.7 in any calendar yeartwelve (12) month period. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. The substantive provisions of paragraph 4(bSection 2.6(b) shall be applicable to each registration initiated under this paragraph 5Section 2.7.

Appears in 1 contract

Samples: Stockholders Agreement (Sagent Pharmaceuticals, Inc.)

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