Common use of Registration Rights; Requests for Registration Clause in Contracts

Registration Rights; Requests for Registration. (1) The Purchaser understands that the Company is offering, concurrently with its sale to the Purchaser, up to Five Hundred Thousand (500,000) Shares of its $.01 par value common stock (including the Shares subscribed for by the Purchaser) to other "accredited investors" in a private placement of such stock who shall be granted registration rights which are, in substance, identical to those granted to Purchaser by this Section (5). The holders of a majority of the aggregate number of shares actually sold in such offering ("Registerable Shares") shall be entitled at any time after the expiration of the six month period immediately following September 30, 1995 to make a written request that the Company register for resale under the 1933 Act, all or any number of the Registerable Shares, provided that with respect to any such request, the Company shall not be required by the registration rights granted under this section (5) to file a Registration Statement or cause a filed Registration Statement to become effective if such filing, in compliance with and pursuant to the regulations and rules contained in Regulation S-X dealing with the age of financial statements at the effective date of a registration statement, would require the Company to include in such Registration Statement audited financial statements of the Company which, but for such request, would not otherwise have been required, in compliance with such applicable rules and regulations, to have been furnished by the Company in the normal course of its business and operations. Within 30 days after receipt of any such request, the Company will give written notice of such request to all other holders of Registerable Shares and will include in such registration all Registerable Shares with respect to which the Company has received written requests for inclusion therein within 15 days after the Company's notice is mailed. The registration requested pursuant to this paragraph (5)(a)(1) is referred to herein as the "Demand Registration". For purposes of this right to demand registration, a registration will not count as the Demand Registration until (i) it has become effective and (ii) the holders of the Registerable Shares are able to sell the Registerable Shares requested to be included in such registration. The Demand Registration shall be made on a short registration form (on Form S-3 or any similar short registration form) whenever the Company is permitted under applicable rules promulgated by the Securities and Exchange Commission to use such short form.

Appears in 1 contract

Samples: Exhibit 99 (Cpac Inc)

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Registration Rights; Requests for Registration. (1) The Purchaser understands that the Company is offering, concurrently with its sale to the Purchaser, up to Five Hundred Thousand (500,000) Shares of its $.01 par value common stock (including the Shares subscribed for by the Purchaser) to other "accredited investors" in a private placement of such stock who shall be granted registration rights which are, in substance, identical to those granted to Purchaser by this Section (5). The holders of a majority of the aggregate number of shares actually sold in such offering ("Registerable Shares") shall be entitled at any time after the expiration of the six month period immediately following September 30, 1995 to make a written request that the Company register for resale under the 1933 Act, all or any number of the Registerable Shares, provided that with respect to any such request, the Company shall not be required by the registration rights granted under this section Section (5) to file a Registration Statement or cause a filed Registration Statement to become effective if such filing, in compliance with and pursuant to the regulations and rules contained in Regulation S-X dealing with the age of financial statements at the effective date of a registration statement, would require the Company to include in such Registration Statement audited financial statements of the Company which, but for such request, would not otherwise have been required, in compliance with such applicable rules and regulations, to have been furnished by the Company in the normal course of its business and operations. Any registration requested pursuant to this paragraph (5)(a)(1) is referred to herein as the "Demand Registration". The Purchaser understands that the Company is offering, concurrently with its sale to the Purchaser, up to Five Hundred Thousand (500,000) of its $.01 par value common stock to other "accredited investors" in a private placement of such stock. The Purchaser further understands that any such other investors shall be granted rights which, if a majority of the aggregate number of those shares sold so request, would enable the holders thereof to request registration of their shares (the "Registerable Shares"). Within 30 thirty days after receipt of any such the Purchaser's registration request, the Company will give written notice of such request to all other the holders of Registerable Shares and will include in such registration all Registerable Shares with respect to which the Company has received written requests for inclusion therein within 15 days after the Company's notice is mailed. The registration requested pursuant to this paragraph (5)(a)(1) is referred to herein as the "Demand Registration". For purposes of this the Purchaser's right to demand registration, a registration will not count as the a Demand Registration until (i) it has become effective and (ii) the holders of the Registerable Shares are Purchaser is able to sell the Registerable Shares requested to be included in such registration. The Any Demand Registration shall be made on a short registration form (on Form S-3 or any similar short registration form) whenever the Company is permitted under applicable rules promulgated by the Securities and Exchange Commission to use such short form.

Appears in 1 contract

Samples: Exhibit 99 (Cpac Inc)

Registration Rights; Requests for Registration. (1) The Purchaser understands that the Company is offering, concurrently with its sale to the Purchaser, up to Five Hundred Thousand (500,000) Shares of its $.01 par value common stock (including the Shares subscribed for by the Purchaser) to other "accredited investors" in a private placement of such stock who shall be granted registration rights which are, in substance, identical to those granted to Purchaser by this Section (5). The holders of a majority of the aggregate number of shares actually sold in such offering ("Registerable Shares") shall be entitled at any time after the expiration of the six month period immediately following September 30, 1995 to make a written request that the Company register for resale under the 1933 Act, all or any number of the Registerable total of the Shares plus the 368,000 shares of the Company's common stock acquired by Purchaser from the Company pursuant to the Subscription Agreement between the parties hereto dated September 22, 1995 (the 368,000 shares together with the Shares are hereinafter referred to as the "Aggregate Shares"), provided that with respect to any such request, the Company shall not be required by the registration rights granted under this section Section (5) to file a Registration Statement or cause a filed Registration Statement to become effective if such filing, in compliance with and pursuant to the regulations and rules contained in Regulation S-X dealing with the age of financial statements at the effective date of a registration statement, would require the Company to include in such Registration Statement audited financial statements of the Company which, but for such request, would not otherwise have been required, in compliance with such applicable rules and regulations, to have been furnished by the Company in the normal course of its business and operations. Any registration requested pursuant to this paragraph (5)(a)(1) is referred to herein as the "Demand Registration". The Purchaser understands that the Company sold Five Hundred Thousand (500,000) of its $.01 par value common stock to other "accredited investors" in a private placement on October 4, 1995. The Purchaser further understands that such other investors have been granted rights which, if a majority of the aggregate number of those shares sold so request, would enable the holders thereof to request registration of their shares (the "Registerable Shares"). Within 30 thirty days after receipt of any such the Purchaser's registration request, the Company will give written notice of such request to all other the holders of Registerable Shares and will include in such registration all Registerable Shares with respect to which the Company has received written requests for inclusion therein within 15 days after the Company's notice is mailed. The registration requested pursuant to this paragraph (5)(a)(1) is referred to herein as the "Demand Registration". For purposes of this the Purchaser's right to demand registration, a registration will not count as the a Demand Registration until (i) it has become effective and (ii) the holders of the Registerable Shares are Purchaser is able to sell the Registerable Aggregate Shares requested to be included in such registration. The Any Demand Registration shall be made on a short registration form (on Form S-3 or any similar short registration form) whenever the Company is permitted under applicable rules promulgated by the Securities and Exchange Commission to use such short form.

Appears in 1 contract

Samples: Exhibit 99 (Cpac Inc)

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Registration Rights; Requests for Registration. (1) The Purchaser understands that the Company is offering, concurrently with its sale to the Purchaser, up to Five Hundred Thousand (500,000) Shares of its $.01 par value common stock (including the Shares subscribed for by the Purchaser) to other "accredited investors" in a private placement of such stock who shall be granted registration rights which are, in substance, identical to those granted to Purchaser by this Section (5). The holders of a majority of the aggregate number of shares actually sold in such offering ("Registerable Shares") shall be entitled at any time after the expiration of the six month period immediately following September 30, 1995 to make a written request that the Company register for resale under the 1933 Act, all or any number of the Registerable Shares, provided that with respect to any such request, the Company shall not be required by the registration rights granted under this section (5) to file a Registration Statement or cause a filed Registration Statement to become effective if such filing, in compliance with and pursuant to the regulations and rules contained in Regulation S-X dealing with the age of financial statements at the effective date of a registration statement, would require the Company to include in such Registration Statement audited financial statements of the Company which, but for such request, would not otherwise have been required, in compliance with such applicable rules and regulations, to have been furnished by the Company in the normal course of its business and operations. Within 30 days after receipt of any such request, the Company will give written notice of such request to all other holders of Registerable Shares and will include in such registration all Registerable Shares with respect to which the Company has received written requests for inclusion therein within 15 days after the Company's notice is mailed. The registration requested pursuant to this paragraph (5)(a)(1) is referred to herein as the "Demand Registration". For purposes of this right to demand registration, a registration will not count as the Demand Registration until (i) it has become effective and (ii) the holders of the Registerable Shares are able to sell the Registerable Shares requested to be included in such registration. The Demand Registration shall be made on a short registration form (on Form S-3 or any similar short registration form) whenever the Company is permitted under applicable rules promulgated by the Securities and Exchange Commission to use such short form. Within 30 days after receipt of the request set forth above, the Company will give written notice of such request to the Accredited Investor and will include in such registration all shares with respect to which the Company has received a written request for inclusion therein from such Accredited Investor within 15 days after the Company's notice is mailed.

Appears in 1 contract

Samples: Exhibit 99 (Cpac Inc)

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