Registration Pursuant to Rule 415 Sample Clauses

Registration Pursuant to Rule 415. At such time as the Company shall --------------------------------- have qualified for the use of Form S-3 or any similar form promulgated by the Commission, Xxxxxxxxxx shall have the right to require, subject to the last sentence of this Section 4, on one occasion during each calendar year that the Company file a Registration Statement on Form S-3 pursuant to Rule 415 under the Act (a "Rule 415 Request"). Notwithstanding the foregoing, the Company shall not be obligated to effect the filing of a registration pursuant to this Section 4 if, at the time of any request to register Registrable Securities pursuant to Section 4, the Company is preparing, or within 30 days thereafter engages a managing underwriter and commences to prepare, a Registration Statement for a public offering (other than a registration effected solely to implement an employee benefit plan) which in fact is filed and becomes effective within 120 days after the date Xxxxxxxxxx makes the Rule 415 Request, or is engaged in any material acquisition or divestiture or other business transaction with a third party which would be adversely affected by the Rule 415 Request to the material detriment of the Company, then the Company may at its option direct that such Rule 415 Request be delayed for a period not in excess of 120 days from the date of such request, such right to delay a request pursuant to this Section 4 or in Section 2(c) above to be exercised by the Company not more than once in any one year period. Upon receipt of a Rule 415 Request, as soon as practicable, the Company shall give written notice thereof to all other Holders and shall cause all such Registrable Securities that Xxxxxxxxxx and such other Holders have requested to be registered, no later than 30 days after the Company shall have given the aforesaid notice, to be registered under the Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement, including as set forth in Section 9 below. No registration pursuant to this Section 4 shall count as a Demand Registration pursuant to Section 2. Three registrations are entitled to be effected pursuant to this Section 4 and a registration requested pursuant to this Section 4 shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective, and remained continuously effective without interruption in accordance with the provisions of Section 5(a) hereof, or not withdrawn as p...
Sample 1
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Registration Pursuant to Rule 415. As soon as practicable after the Closing Date and in no event later than thirty (30) days after the date by which Poly-Cell shall have supplied Sealed Air with all information and materials with respect to Poly-Cell, the Controlling Stockholders and any other Permitted Transferee required in connection with the filing by Sealed Air of the registration statement referred to in this Section 11, Sealed Air will file a registration statement pursuant to Rule 415 of the regulations under the Securities Act relating to the Sealed Air Shares issued to Poly-Cell and use its reasonable commercial efforts to cause such registration statement to become effective and to qualify the Sealed Air Shares under the Blue Sky laws of such states of the United States as may be reasonably requested, as promptly as practicable after such filing; provided that Sealed Air shall not be obligated to qualify as a foreign corporation or as a dealer in securities or to execute or file any general consent to service of process under the laws of any such state where it is not so subject. Sealed Air agrees to use its reasonable commercial efforts to keep such registration statement effective until the third anniversary of the Closing Date. The description of the plan of distribution in such registration statement shall be in substantially the form delivered to Poly-Cell prior to the filing of such registration statement, with such changes therein as may be required by the Securities and Exchange Commission, and Poly- Cell shall sell, transfer or otherwise dispose of, and shall cause any Permitted Transferee to sell, transfer or otherwise dispose of, the Sealed Air Shares only in accordance with such plan of distribution. Neither Poly-Cell, the Controlling Stockholders nor any other Permitted Transferee of the Sealed Air Shares will be entitled to any other rights with respect to registration of the Sealed Air Shares.
Sample 1

Related to Registration Pursuant to Rule 415

  • Registration, etc Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

  • Registration on Form S-3 Subject to Section 13(f) of this Agreement, if at any time (i) a holder or holders of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively.

  • Registrations on Form S-3 The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form S-3 or any similar short form registration statement that may be available at such time (“Form S-3”); provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (i) a Form S-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000.

  • Limitations on Form S-3 Registration The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3:

  • Registration of Registrable Securities The Company will file with the Commission, within 30 days following the date hereof, a Registration Statement on Form S-3 (the "Registration Statement") to register the resale of the Common Shares issuable upon the exercise of the Warrants. The Company will use its best efforts to cause the Registration Statement to become effective within (i) 90 days of the Date hereof, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

  • Registration Rights under the Registration Statement No holders of securities of the Company have rights to the registration of such securities under the Registration Statement.

  • Form S-3 Registration In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:

  • Form F-3 Registration In case the Company shall receive from any Holder or Holders of a majority of all Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form F-3 (or an equivalent registration in a jurisdiction outside of the United States) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company will:

  • Registration of Units The Employee’s right to receive the RSU Shares shall be evidenced by book entry (or by such other manner as the Committee may determine).

  • Registration Limitation In no event shall an Advance exceed the amount registered in respect of the transactions contemplated hereby under the Registration Statement then in effect (the “Registration Limitation”). In connection with each Advance Notice, any portion of an Advance that would exceed the Registration Limitation shall automatically be withdrawn with no further action required by the Company and such Advance Notice shall be deemed automatically modified to reduce the aggregate amount of the requested Advance by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event.

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