Registration. (a) If at any time after the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).
Appears in 2 contracts
Samples: Voting and Registration Rights Agreement (Apollo Medical Holdings, Inc.), Voting and Registration Rights Agreement (Apollo Medical Holdings, Inc.)
Registration. (a) If at any time after the six (6) month anniversary of the date of this Agreement the Company receives On or prior to a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not already covered by then registered on an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company Holders may reasonably determine specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 S-1 and shall contain (except if otherwise required pursuant to written comments received from the Company is then ineligible to register for resale Commission upon a review of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. ) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 S-1 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 S-1 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.
Appears in 2 contracts
Samples: Registration Rights Agreement (AmpliPhi Biosciences Corp), Registration Rights Agreement (AmpliPhi Biosciences Corp)
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered then owned by an existing and effective Registration Statement the Investor for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company Investor may reasonably determine specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if S-1 and shall contain a “Plan of Distribution” section, which section shall be subject to the Company is then ineligible to register for resale review and consent of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration StatementInvestor. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders Investor thereof and use its commercially reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 S-1 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or S-1or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).
Appears in 2 contracts
Samples: Registration Rights Agreement (Applied Minerals, Inc.), Registration Rights Agreement (Applied Minerals, Inc.)
Registration. On or prior to 60 days from the Closing (a) If at any time after as defined in the six (6) month anniversary of the date of this Agreement Securities Agreement), the Company receives shall file a request from Holders of at least twenty-five percent registration statement (25%) the “Registration Statement”), covering all of the Registrable Securities then outstandingand thereafter shall use its commercially reasonable best efforts to as soon as practicable effect such registration (including, without limitation, appropriate qualification under applicable state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations). If requested, the Company shall prepare and file shall, together with all Holders proposing to sell their Registrable Securities in such registration in an underwritten distribution (the Commission “Initiating Holders”), enter into an underwriting agreement in customary form with an investment banking firm or firms selected for such underwriting by a Registration Statement covering majority in interest of the resale Initiating Holders, but subject to the Company’s reasonable approval. The Company may, at its option, include shares held by other securityholders of the Company in any such registration statement filed under this Section 2.1. Notwithstanding the foregoing, if in the good faith judgment of the managing underwriter of such public offering, the inclusion of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering requested to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers registered would materially and sales adversely affect the successful marketing of the Registrable Securitiesoffering, by such other means then the amount of distribution of Registrable Securities as the Company may reasonably determine (securities to be included in the “Initial Registration Statement”). The Initial Registration Statement offering shall be on Form S-3 (except if the Company is then ineligible to register for resale of reduced and the Registrable Securities on Form S-3and the other shares to be offered shall participate in such offering as follows: (i) first, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannotrequested to be included in such registration by the Initiating Holders, as a result and if two or more Initiating Holders are included in the registration, pro rata among the Initiating Holders on the basis of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered owned by the Commissioneach such Initiating Holder, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or and (ii) abovesecond, the shares requested to be included in such registration by any stockholder other than the Initiating Holders, in any manner determined by the Company will use its commercially reasonable efforts (including in any manner specified in any agreement between the Company and such other stockholders). If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to file with the Commission, as promptly as allowed withdraw therefrom by Commission or SEC Guidance provided written notice to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Company.
Appears in 2 contracts
Samples: Securities Agreement (ImmunoCellular Therapeutics, Ltd.), Registration Rights Agreement (ImmunoCellular Therapeutics, Ltd.)
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission SEC a registration statement (including any related prospectus, amendments and supplements to such registration statement, and including pre- and post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement, the “Registration Statement covering Statement”) to register, in accordance with the resale Securities Act, a number of all shares of Common Stock represented by ADS equal to the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution number of Registrable Securities as the Company may reasonably determine Shares (the a “Initial Registration StatementRegistration”). The Initial Registration Statement shall be on Form S-3 F-3 (except if the Company is then ineligible to register for resale of the Registrable Securities Shares on Form S-3F-3, then the Initial Registration Statement in which case such registration shall be on Form S-1). Subject to such other limitations form available to register for resale the Registrable Shares as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering offering) subject to the provisions of equity securities owned by the Company’s directors and officers, in any such Registration StatementSection 2.1(c). Notwithstanding the registration obligations set forth in this Section 22.1, in the event the Commission SEC informs the Company that all of the Registrable Securities Shares cannot, as a result of the application of Rule 415415 promulgated under the Securities Act, as such Rule may be amended from time to time, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders Holder thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, SEC and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new an alternative registration statement (a the “New Alternative Registration Statement”), in either case case, covering the maximum number of Registrable Securities Shares permitted to be registered by the Commission, SEC on Form S-3 F-3 or such other form available to the Company to register for resale the Registrable Securities Shares as a secondary offering; provided, however, that prior to filing such amendment or New Alternative Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission SEC for the registration of all of the Registrable Securities Shares in accordance with the SEC Guidance. Any Registrable Shares excluded or withdrawn from such Registration Statement shall be withdrawn from the Registration and the Company shall have no obligation to register such securities with the SEC in such Registration but subject to the subsequent efforts set forth below. For the avoidance of doubt, the Holder is not entitled to participate in any registration of the Company’s capital stock other than a registration resulting from this Section 2.1. In the event the Company amends the Initial Registration Statement or files a New an Alternative Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 F-3 or such other form available to the Company to register for resale those Registrable Securities Shares that were not registered for resale on the Initial Registration Statement, as amended, or the New Alternative Registration Statement Statement, as amended (the “Remainder Registration Statements”).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Kitov Pharma Ltd.), Lock Up and Registration Rights Agreement (Kitov Pharma Ltd.)
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company Holders may reasonably determine specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 S-1 (except if the Company is then ineligible or such other form available to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering offering) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of equity securities owned by the Company’s directors and officers, in any such Registration Statement) a “Plan of Distribution” section substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission, and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 S-1 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement, and subject to the payment of liquidated damages in accordance with Section 2(c), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, any such limitation imposed pursuant to this Section 2(a) shall be allocated among the Registrable Securities of the Holders on a pro rata basis, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable best efforts to file with the Commission, as promptly as allowed by the Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 S-1 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). No Holder shall be named as an “underwriter” in any Registration Statement without such Holder’s prior written consent.
Appears in 2 contracts
Samples: Registration Rights Agreement (Capricor Therapeutics, Inc.), Registration Rights Agreement (Capricor Therapeutics, Inc.)
Registration. On or prior to 60 days from the Closing (a) If at any time after as defined in the six (6) month anniversary of the date of this Agreement Stock Purchase Agreement), the Company receives shall file a request from Holders of at least twenty-five percent registration statement (25%) the “Registration Statement”), covering all of the Registrable Securities then outstandingand thereafter shall use its commercially reasonable best efforts to as soon as practicable effect such registration (including, without limitation, appropriate qualification under applicable state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations). If requested, the Company shall prepare and file shall, together with all Holders proposing to sell their Registrable Securities in such registration in an underwritten distribution (the Commission “Initiating Holders”), enter into an underwriting agreement in customary form with an investment banking firm or firms selected for such underwriting by a Registration Statement covering majority in interest of the resale Initiating Holders, but subject to the Company’s reasonable approval. The Company may, at its option, include shares held by other securityholders of the Company in any such registration statement filed under this Section 2.1. Notwithstanding the foregoing, if in the good faith judgment of the managing underwriter of such public offering, the inclusion of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering requested to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers registered would materially and sales adversely affect the successful marketing of the Registrable Securitiesoffering, by such other means then the amount of distribution of Registrable Securities as the Company may reasonably determine (securities to be included in the “Initial Registration Statement”). The Initial Registration Statement offering shall be on Form S-3 (except if the Company is then ineligible to register for resale of reduced and the Registrable Securities on Form S-3and the other shares to be offered shall participate in such offering as follows: (i) first, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannotrequested to be included in such registration by the Initiating Holders, as a result and if two or more Initiating Holders are included in the registration, pro rata among the Initiating Holders on the basis of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered owned by the Commissioneach such Initiating Holder, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or and (ii) abovesecond, the shares requested to be included in such registration by any stockholder other than the Initiating Holders, in any manner determined by the Company will use its commercially reasonable efforts (including in any manner specified in any agreement between the Company and such other stockholders). If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to file with the Commission, as promptly as allowed withdraw therefrom by Commission or SEC Guidance provided written notice to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Company.
Appears in 2 contracts
Samples: Registration Rights Agreement (ImmunoCellular Therapeutics, Ltd.), Stock Purchase Agreement (ImmunoCellular Therapeutics, Ltd.)
Registration. As soon as possible following the Closing Date (a) If at any time after but not later than the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Date), the Company shall prepare and file with the Commission a "shelf" Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an a secondary or resale offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”)415. The Initial Registration Statement shall be on Form S-3 (except or if the Company such form is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company on another form appropriate for such registration in accordance herewith). The Company shall use its best efforts to register cause the Registration Statement to be declared effective under the Securities Act not later than one hundred and twenty (120) days after the Closing Date (including filing with the Commission a request for resale acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not be subject to further review) and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, determined by the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided counsel to the Company or pursuant to registrants of securities in generala written opinion letter, one or more registration statements on Form S-3 or such other form available addressed to the Company Company's transfer agent to register for resale those Registrable Securities that were not registered for resale on such effect (the Initial Registration Statement"Effectiveness Period"). Upon the initial filing thereof, as amended, or the New Registration Statement shall cover at least 100% of the shares of Common Stock for issuance upon the conversion of the Preferred Stock and 100% of the shares of Common Stock for issuance upon the exercise of the Warrants. Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the “Remainder Registration Statements”)Registrable Securities.
Appears in 2 contracts
Samples: Investor Rights Agreement (Genetronics Biomedical Corp), Investor Rights Agreement (Transmeridian Exploration Inc)
Registration. (a) If at any time after the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingOn or prior to each Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company Holders may reasonably determine specify (the each, an “Initial Registration Statement”). The Each Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement in which case such registration shall be on Form S-1). Subject ) subject to such other limitations as specified in this Agreement, the Company provisions of Section 2(e) and shall have contain (except if otherwise required pursuant to written comments received from the right to include its equity securities that are not Registrable Securities, including Commission upon a primary offering review of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement) the “Plan of Distribution” section approved by a majority of the Holders. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from withdraw such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will (A) if applicable, first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise), and (B) second by Registrable Securities represented by holders of Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders). In the event the Company amends the an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Kun Run Biotechnology, Inc.), Investor Rights Agreement (Kun Run Biotechnology, Inc.)
Registration. (a) If at any time after the six (6) a. The Company shall prepare, and, use reasonable efforts to file within one month anniversary of from the date of this Agreement Closing (as defined in the Company receives a request from Holders of at least twenty-five percent Securities Purchase Agreement) (25%the "Filing Date") of the Registrable Securities then outstanding, the Company shall prepare and file with the Commission SEC a Registration Statement covering the resale on Form SB-2 or such form of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering as is then available to be made on effect a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales registration of the Registrable Securities, by such other means of distribution of Registrable Securities as covering the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3underlying the Debentures and Warrants issued or issuable pursuant to the Securities Purchase Agreement, then which Registration Statement, to the Initial extent allowable under the 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers, to the extent permissible, such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of or otherwise pursuant to the Convertible Debentures and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than 6,700,000 shares, without regard to any limitation on Form S-1)Buyer's ability to convert the Convertible Debentures or exercise the Warrants. Subject The Company acknowledges that the number of shares initially included in the Registration Statement shall represent a good faith estimate of the maximum number of shares issuable upon conversion of Convertible Debentures and upon exercise of the Warrants of this type issued at this time to investors. In the event that the Securities and Exchange Commission restricts or prohibits the inclusion of any part of the common stock included in the Registration Statement on the basis that such other limitations as specified in securities are not deemed owned or paid for or any similar reason, the Company shall register the maximum number of the Registrable Securities that the Commission will permit, and such occurrence shall not be deemed a breach of any provision of this Agreement, the Company shall have the right to include its equity securities Securities Purchase Agreement of which this Agreement is a part, or any other agreement that are not Registrable Securities, including is a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all part of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Purchase Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Peak Entertainment Holdings Inc), Securities Purchase Agreement (Peak Entertainment Holdings Inc)
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company Holders may reasonably determine specify (the each, an “Initial Registration Statement”). The Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Company is then ineligible to register for resale Commission upon a review of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from withdraw such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends the an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Sunesis Pharmaceuticals Inc), Investor Rights Agreement (Sunesis Pharmaceuticals Inc)
Registration. (a) If at At any time after prior to or on the six (6) month fifth anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%Distribution Date, any Holder(s) of 10% or more of the then-outstanding Registrable Securities (and any Holders acting together which collectively hold 10% or more of the then outstandingoutstanding Registrable Securities) (collectively, the Company “Initiating Holder”; provided, that the 10% ownership threshold shall prepare and file with the Commission not apply to any Holder that is a Registration Statement covering the resale of all member of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company Parent Group) shall have the right to include its equity securities request that are not Registrable Securities, including SpinCo file a primary offering of equity securities by Registration Statement with the Company SEC on the appropriate registration form for its own account all or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all part of the Registrable Securities cannotheld by such Initiating Holder, as by delivering a result written request thereof to SpinCo specifying the number of the application shares of Rule 415, be registered for resale as Registrable Securities such Initiating Holder wishes to Register (a secondary offering on a single registration statement, the Company agrees to promptly “Demand Registration”). SpinCo shall (i) inform each within five days of the receipt of a Demand Registration, give written notice of such Demand Registration to all Holders thereof and of Registrable Securities, (ii) use its commercially reasonable efforts to prepare and file amendments to the Initial Registration Statement as required by the Commissionexpeditiously as possible, (ii) remove but in any event within 30 days of such request and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with cause the Commission for the registration Registration Statement to become effective in respect of all of the Registrable Securities each Demand Registration in accordance with the SEC Guidanceintended method of distribution set forth in the written request delivered by the Initiating Holder. In SpinCo shall include in such Registration all Registrable Securities with respect to which SpinCo receives, within the event 10 days immediately following the Company amends receipt by the Initial Holder(s) of such notice from SpinCo, a request for inclusion in the Registration from the Holder(s) thereof. Each such request from a Holder of Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities proposed to be Registered. The Initiating Holder may request that the Registration Statement be on any appropriate form, including Form S-4 in the case of an Exchange Offer or files a New Form S-3 (if SpinCo is then eligible to use Form S-3) in the case of a Shelf Registration Statement, as and SpinCo shall effect the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale Registration on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)form so requested.
Appears in 2 contracts
Samples: Stockholder and Registration Rights Agreement (Consensus Cloud Solutions, Inc.), Stockholder and Registration Rights Agreement (Consensus Cloud Solutions, Inc.)
Registration. Subject to the limitations set forth in this Agreement, if the Company proposes to register any of its Common Stock under the Securities Act of 1933, as amended (a) If at the "Act"), for public offering and sale by it solely for cash (other than registrations with regard to acquisitions, conversions of any time after the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingCompany's securities or employee stock options, employee purchase plans or other employee benefit plans), the Company shall prepare and file use its best efforts to give notice to the Stockholders of its intention to effect such a registration at least 10 days prior to the filing with the Securities and Exchange Commission a Registration Statement covering (the resale "Commission") of all such registration statement. Upon written request of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 orany Stockholder, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as given within 10 days after receipt from the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if of such notice, the Company is then ineligible shall, subject to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified set forth in this Agreement, use its best efforts to cause the Company shall have the right number of such Stockholder's Registerable Securities (as hereinafter defined) then held by such Stockholder and referred to include its equity securities in such request to be included in such registration statement; provided, however, that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs offering pursuant to such registration statement shall be underwritten and the managing underwriter or managing underwriters advise the Company that all in its or their opinion the number of securities requested to be included in such registration pursuant to this Section 1(a) and pursuant to any other rights granted by the Company to holders of its securities to request inclusion of any such securities in such registration exceeds the number of securities which can be sold in the offering without adversely affecting the offering price or the marketing of the Registrable Securities cannot, as a result securities to be offered for the account of the application of Rule 415, be registered for resale as a secondary offering on a single registration statementCompany, the Company agrees may so advise the Stockholders and the Stockholders shall accept a reduction (including a total elimination) in the number of shares included in such registration in an amount which such underwriter or underwriters, in its or their sole discretion, deem advisable so as not to promptly (i) inform each adversely affect the offering price or marketing of the Holders thereof and use its commercially reasonable efforts securities to file amendments be offered for the account of the Company. Nothing in this Section 1(a) shall limit the Company's ability to withdraw or delay a registration statement it has filed either before or after effectiveness. Notwithstanding anything to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statementcontrary set forth herein, the Company shall not be obligated to use its commercially reasonable efforts effect or take any action to advocate effect any such registration for the account of any Stockholder with respect to less than an aggregate of 25,000 shares of Registerable Securities or such lower amount as the managing underwriter may agree. The registration rights granted under this Section 1(a) shall pertain only to registrations with respect to which a registration statement is initially filed with the Commission for after the Initial Date and within three years from the date hereof. Notwithstanding anything to the contrary set forth herein, the Company shall not be obligated to effect or take any action to effect any such registration of Registerable Securities under a particular registration statement if the Stockholders were previously given the opportunity to register all of the Registrable Registerable Securities in accordance with hereunder or otherwise under a separate registration statement initially filed within the SEC Guidance. In previous one-year period; provided that such opportunity shall be counted only if (A) the event separate registration statement has become effective under the Company amends Act, and (B) the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale public offering has been consummated on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)terms and conditions specified therein.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Heico Corp), Registration Rights Agreement (Heico Corp)
Registration. (a) If at ServiceMaster shall use reasonable efforts to promptly register under the Securities Act and any time after the six (6) month anniversary of the date of this Agreement the Company receives applicable state securities or blue sky laws all Original Shares which it shall have been requested to register in a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding, the Company shall prepare and file received in compliance with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as requirements specified in this AgreementSection 7.2 above plus such number of additional Original Shares as WMX may request, the Company provided that: (i) WMX shall not have the right to include its equity securities that are not Registrable Securities, including a primary offering change the number of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding shares registered after the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, statement becomes effective: (ii) remove any ServiceMaster shall not be obligated to begin work on the registration until after the Review Period arising under part 6 in connection with the registration request; and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw if ServiceMaster shall exercise its Refusal Right with respect to all shares covered by such request, then (A) ServiceMaster shall not be obligated to undertake that registration and (B) WMX shall be deemed to have used up one of the Initial Registration Statement and file a new demand registrations to which it is entitled under this Agreement. The registration statement (a “New Registration Statement”)shall be on such available form as ServiceMaster chooses, in either case covering the maximum number of Registrable Securities permitted to be registered by the Commissionincluding, on if available, Form S-3 or such other form available to as may have replaced it under the Company to register for resale the Registrable Securities as a secondary offering; Act. ServiceMaster may (but shall not be required to) include in such registration any ServiceMaster Shares, any other owner(s) of which shall request inclusion, provided, that prior to filing such amendment or New Registration Statement, if ServiceMaster does so the Company registration shall be obligated deemed not to use its commercially reasonable efforts have been requested by WMX and WMX shall have the right to advocate with the Commission for the make another request under Section 7.2 and such registration of all of the Registrable Securities shall be deemed to convert to a "piggyback" registration pursuant to Section 7.8. All ServiceMaster Shares which ServiceMaster shall be required or elect to include in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statementregistration (whether made as contemplated in this Section 7.3, as contemplated in Section 7.8 or otherwise) are herein called the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register "Registered Shares" for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)registration.
Appears in 2 contracts
Samples: Relationship Agreement (Servicemaster LTD Partnership), Relationship Agreement (WMX Technologies Inc)
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company Holders may reasonably determine specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement in which case such registration shall be on Form S-1another appropriate form in accordance with Section 2(e). Subject ) and shall contain (except if otherwise required pursuant to such other limitations as specified in this Agreement, written comments received from the Company shall have the right to include its equity securities that are not Registrable Securities, including Commission upon a primary offering review of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. ) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and holders thereof, (ii) use its commercially commercial reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement Commission and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “"New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (iii) or (iiiii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance staff guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).
Appears in 2 contracts
Samples: Registration Rights Agreement (Ardea Biosciences, Inc./De), Registration Rights Agreement (Ardea Biosciences, Inc./De)
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company Holders may reasonably determine specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement in which case such registration shall be on Form S-1). Subject to such other limitations form available to register for resale of the Registrable Securities as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering offering) subject to the provisions of equity securities owned by Section 2(e) and shall contain (except if otherwise required pursuant to written comments received from the Company’s directors and officers, in any Commission upon a review of such Registration Statement. ) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Restructuring Agreement (whether pursuant to registration rights or otherwise) and second by Registrable Securities and Other Registrable Securities on a pro rata basis based on the sum of the Conversion Shares, the Conversion Shares (as defined in the Series A Registration Rights Agreement) and the number of shares of Registrable Common Stock held by such Holders, subject to any written determination by the Commission that certain Holders must be reduced first. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).
Appears in 2 contracts
Samples: Draft Registration Rights Agreement (USFreightways Corp), Series B Notes Registration Rights Agreement (YRC Worldwide Inc.)
Registration. (a) If at any time after Prior to the six (6) month fifth anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) closing of the Registrable Securities then outstandingIPO, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution any Holder(s) of Registrable Securities as the Company may reasonably determine (collectively, the “Initial Registration StatementInitiating Holder”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company ) shall have the right to include its equity securities request that are not Registrable Securities, including ASV file a primary offering of equity securities by Registration Statement with the Company SEC on the appropriate registration form for its own account all or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all part of the Registrable Securities cannotheld by such Holder, as by delivering a result written request thereof to ASV specifying the number of the application shares of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement Holder wishes to register (a “New Registration StatementDemand Registration”); provided, in either case covering however, that a Demand Registration may only be requested if the maximum number sale of Table of Contents the Registrable Securities permitted requested to be registered by the Commission, on Form S-3 or such other form available Initiating Holders is reasonably expected to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities result in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) aggregate gross cash proceeds of at least $10,000,000 (without regard to any underwriting discount or commission) or (ii) abovea sale of two percent (2%) or more of the outstanding shares of Common Stock; and provided, further, that ASV shall not be obligated to effect registration with respect to Registrable Securities pursuant to this Section 2.01 in violation of the Company will underwriting agreement entered into in connection with the IPO or within 180 days of the completion of the IPO. ASV shall (i) within five days of the receipt of a Demand Registration, give written notice of such Demand Registration to all Holders of Registrable Securities, (ii) use its commercially reasonable best efforts to prepare and file the Registration Statement as expeditiously as possible but in any event within 45 days of such request, subject to extension by the Holder(s) upon ASV’s reasonable request, including the justification thereof, and (iii) use its reasonable best efforts to cause the Registration Statement to become effective in respect of each Demand Registration in accordance with the Commission, as promptly as allowed intended method of distribution set forth in the written request delivered by Commission or SEC Guidance provided to the Company or to registrants of securities Holder. ASV shall include in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registration all Registrable Securities with respect to which ASV receives, within the 10 days immediately following the receipt by the Holder(s) of such notice from ASV, a request for inclusion in the registration from the Holder(s) thereof. Each such request from a Holder of Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities proposed to be registered. The Initiating Holder may request that were not registered for resale the Registration Statement be on the Initial any appropriate form. For purposes of clarification, ASV can satisfy its obligation under this Section 2.01(a) to file a Registration Statement by filing a Shelf Registration Statement, as amendedand can satisfy its obligation to complete a Demand Registration by filing, or the New if applicable, a Prospectus under an effective Registration Statement that covers (i) the “Remainder Registration Statements”)Registrable Securities requested by the Holders to be registered in accordance with this Section 2.01(a) and (ii) the plan of distribution requested by the participating Holders.
Appears in 2 contracts
Samples: Registration Rights Agreement (A.S.V., LLC), Registration Rights Agreement (Asv Holdings, Inc.)
Registration. (a) The Company shall prepare and file with the SEC, no later than one hundred fifty (150) days after the date hereof a Registration Statement on Form S-1 (or such other appropriate form) covering no less than the number of shares of Common Stock constituting one-third of the Company’s public float. Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from stock splits, or stock dividends. If at any time the number of shares issued or issuable pursuant to the Purchase Agreement exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within ten (10) business days after receipt of written notice from the six (6) month anniversary Investor, file with the SEC an additional Registration Statement to register the number of additional shares of Common Stock that exceed the aggregate number of shares of Common Stock already registered; provided, however that the Company shall not be obligated to register any additional securities if in the opinion of counsel for the Company such registration will likely be characterized as an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 . Notwithstanding the foregoing, if the Company is advised by its counsel or the staff of the date of SEC (the “Staff”) that the Staff seeks to or likely will characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices)(or as otherwise may be acceptable to the Investor), because of the number of shares sought to be included in the Registration Statement, then the Company receives a request from Holders may reduce (an “SEC Share Reduction”) the number of shares covered by such Registration Statement to the maximum number which would still, upon the advice of counsel, enable the Staff and the SEC to allow the Company to conduct such offering in accordance with the provisions of Rule 415 and to permit such Registration Statement to become effective and be used as aforesaid. In the event of an SEC Share Reduction, (i) the inclusion of at least twenty-twenty five percent (25%) of the Registrable Securities then outstanding, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all aggregate of the Registrable Securities not already covered by an existing Commitment Shares and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by Fee Shares in such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial initial Registration Statement shall take precedence over any Put Shares and shall not be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial cut back or removed from such Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that until any Put Shares are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors cut back and officers, in any removed from such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).
Appears in 2 contracts
Samples: Registration Rights Agreement (ProText Mobility, Inc.), Registration Rights Agreement (Internal Fixation Systems, Inc.)
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company Holders may reasonably determine specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement in which case such registration shall be on Form S-1). Subject to such other limitations form available to register for resale of the Registrable Securities as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering offering) subject to the provisions of equity securities owned by Section 2(e) and shall contain (except if otherwise required pursuant to written comments received from the Company’s directors and officers, in any Commission upon a review of such Registration Statement. ) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Restructuring Agreement (whether pursuant to registration rights or otherwise) and second by Registrable Securities and Other Registrable Securities on a pro rata basis based on the sum of the Conversion Shares (as defined in the Series A Registration Rights Agreement), the Conversion Shares (as defined in the Series B Registration Rights Agreement) and the number of shares of Registrable Common Stock held by such Holders, subject to any written determination by the Commission that certain Holders must be reduced first. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).
Appears in 2 contracts
Samples: Series B Preferred Registration Rights Agreement (YRC Worldwide Inc.), Draft Registration Rights Agreement (USFreightways Corp)
Registration. In consideration of the exchange by the Preferred Stockholder of the Preferred Stock for the Common Stock, the contemplated transfer by the Preferred Stockholder of an aggregate of 9,000,000 shares of Common Stock as provided above and other good and valuable consideration, the Company hereby agrees that (a) If it shall prepare, and, on or prior to December 31, 2003, use its best efforts to file with the SEC a Registration Statement on Form SB-2 covering the resale by the Preferred Stockholder of all his shares of Common Stock and (b) if, at any time after prior to the six (6) month anniversary filing of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent registration statement contemplated by (25%a) of the Registrable Securities then outstandingabove, the Company shall prepare and determine to file with the Commission SEC a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for registration statement relating to an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering the account of others under the Securities Act of any of its equity securities owned by (other than on Form S-4 or Form S-8 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 stock option or other employee benefit plans), the Company’s directors and officersCompany shall send to the Preferred Stockholder written notice of such determination and, if within ten (10) days after the effective date of such notice, the Preferred Stockholder shall so request in writing, the Company shall include in such registration statement all or any such Registration Statementpart of the Common Stock the Preferred Stockholder requests to be registered. Notwithstanding the registration obligations set forth in this Section 2foregoing, if, in connection with any underwritten public offering for the event the Commission informs account of the Company that all the managing underwriter(s) thereof shall impose a limitation on the number of shares which may be included in the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”)because, in either case covering the maximum number of Registrable Securities permitted such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to be registered by the Commissionfacilitate public distribution, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, then the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the include in such registration of all statement only such limited portion of the Registrable Securities Common Stock with respect to which such holder has requested inclusion hereunder as the underwriter shall permit. The rights granted herein to the Preferred Stockholder are not assignable by him without the prior written consent of the Company. The Company agrees that the rights granted herein shall not be rescinded and shall remain in full force and effect in accordance with the SEC Guidance. In terms hereof notwithstanding the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts Preferred Stockholder deciding not to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided transfer 9,000,000 shares of Common Stock to the Company or to registrants three current directors of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Company.
Appears in 2 contracts
Samples: Agreement (Patriot Gold Corp), Exhibit 1 Agreement (Patriot Gold Corp)
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company Holders may reasonably determine specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 S-1 (except if the Company is then ineligible or such other form available to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering offering) subject to the provisions of equity securities owned by Section 2(e) and shall contain (except if otherwise required pursuant to written comments received from the Company’s directors and officers, in any Commission upon a review of such Registration Statement) a “Plan of Distribution” section substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this Section 22 , in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 S-1 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) aboveincluding without limitation, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants Manual of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).Publicly Available Telephone Interpretations D.29 and
Appears in 2 contracts
Samples: Registration Rights Agreement (TearLab Corp), Registration Rights Agreement (Trius Therapeutics Inc)
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company Holders may reasonably determine specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement in which case such registration shall be on Form S-1). Subject to such other limitations form available to register for resale the Registrable Securities as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering offering) subject to the provisions of equity securities owned by Section 2(e) and shall contain (except if otherwise required pursuant to written comments received from the Company’s directors and officers, in any Commission upon a review of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise), second by Registrable Securities represented by holders of Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders) and third by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement Statement, as amended (the “Remainder Registration Statements”).
Appears in 2 contracts
Samples: Registration Rights Agreement (Aveo Pharmaceuticals Inc), Securities Purchase Agreement (Aveo Pharmaceuticals Inc)
Registration. (a) If at any time Subject to the terms and conditions of this Agreement, after the six expiration of the Waiting Period, the holders of at least a majority of the Registrable Securities may require that the Company register an offering under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (6“Long-Form Registrations”), and the holders of at least a majority of the Registrable Securities may require that the Company register an offering under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (“Short-Form Registrations”) month anniversary if available; provided that for any registration pursuant to this Section 2(a), the aggregate market value of the Registrable Securities to be registered must be at least $100 million as of the date of this Agreement the Company receives a request from Holders of for such registration (or at least twenty$50 million as of the date of such request in the event that the Registrable Securities to be registered constitute all Registrable Securities as of the date of such request). All registrations pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” Any Long-five percent (25%) Form Registration shall be, and upon the request of the holders of a majority of the Registrable Securities then outstandingmaking a Demand Registration, the Company any Short-Form Registration shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be be, made on a continuous basis pursuant to Rule 415 orunder the Securities Act (a “Shelf Registration”), and if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine is a WKSI at the time any request for a Demand Registration is submitted to the Company, such Shelf Registration shall be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Initial Automatic Shelf Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if Prior to the filing of the registration statement relating to the Demand Registration, the Company is then ineligible shall give written notice of the Demand Registration to register all other holders of Registrable Securities and, subject to the terms of Section 2(e), shall include in such Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for resale inclusion therein within 15 days after the receipt of the Company’s notice; provided that, with the consent of the holders of at least a majority of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to requesting such other limitations as specified in this Agreementregistration, the Company shall have may provide notice of the right Demand Registration to include its equity securities that are all other holders of Registrable Securities within three Business Days following the non-confidential filing of the registration statement with respect to the Demand Registration so long as such registration statement is not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such an Automatic Shelf Registration Statement. Notwithstanding Each Holder agrees that such Holder shall treat as confidential the registration obligations set forth receipt of the notice of Demand Registration and shall not disclose or use the information contained in this Section 2, in such notice of Demand Registration without the event the Commission informs prior written consent of the Company that all of until such time as the Registrable Securities cannotinformation contained therein is or becomes available to the public generally, other than as a result of disclosure by the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each Holder in breach of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number terms of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)this Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (TerraForm Power, Inc.), Registration Rights Agreement (TerraForm Power, Inc.)
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company Holders may reasonably determine specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement in which case such registration shall be on Form S-1). Subject to such other limitations form available to register for resale of the Registrable Securities as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering offering) subject to the provisions of equity securities owned by Section 2(e) and shall contain (except if otherwise required pursuant to written comments received from the Company’s directors and officers, in any Commission upon a review of such Registration Statement. ) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Restructuring Agreement (whether pursuant to registration rights or otherwise) and second by Registrable Securities and Other Registrable Securities on a pro rata basis based on the sum of the Conversion Shares, the Conversion Shares (as defined in the Series B Registration Rights Agreement) and the number of shares of Registrable Common Stock held by such Holders, subject to any written determination by the Commission that certain Holders must be reduced first. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).
Appears in 2 contracts
Samples: Series a Notes Registration Rights Agreement (YRC Worldwide Inc.), Draft Registration Rights Agreement (USFreightways Corp)
Registration. (a) If at any time after The Holder of this Warrant shall have the six (6) month anniversary right to include all of the date shares of Common Stock underlying this Warrant (the "Registrable Securities") as part of any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing of such filing; provided, however, that the holder of this Agreement Warrant agrees it shall not have any piggy-back registration rights pursuant to this Section 12(c) if the shares of Common Stock underlying this Warrant are freely tradable in the United States pursuant to the provisions of Regulation D. Holder shall have five (5) busxxxxx xxxs to notify the Company receives a request from Holders in writing as to whether the Company is to include Holder or not include Holder as part of at least twenty-five percent (25%) of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities then outstanding, requested for inclusion pursuant to this Section be included in the Company shall prepare underwriting on the same terms and file with conditions as the Commission a Registration Statement covering securities otherwise being sold through the resale of all underwriters. If in the good faith judgment of the Registrable Securities not already covered by an existing and effective Registration Statement for an underwriter evidenced in writing of such offering to be made on only a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution limited number of Registrable Securities should be included in such offering, or no such shares should be included, the Holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the Company proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities held by the selling stockholders) shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine (the “Initial Registration Statement”)is necessary in order to effect such underwritten offering. The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to terminate or withdraw any registration initiated by it under this Section 12(c) prior to the effectiveness of such registration whether or not any Warrant holder elected to include its equity securities that are not Registrable Securities, including a primary offering of equity securities in such registration. All registration expenses incurred by the Company for its own account or a secondary offering of equity securities owned in complying with this Section 12(c) shall be paid by the Company’s directors , exclusive of underwriting discounts, commissions and officers, in any such Registration Statement. Notwithstanding legal fees and expenses for counsel to the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all holders of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Warrants.
Appears in 2 contracts
Samples: Sgi International, Sgi International
Registration. (a) If at any time after the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering the account of equity securities owned by others under the Securities Act of 1933, as amended (including without limitation pursuant to the registration of any shareholder of the Company’s directors and officers), any of its equity securities, other than on Form S-8 or Form S-4 or their then equivalents (a "Piggyback Registration"), it shall send the Holder written notice of such determination and, if within fifteen (15) days after receipt of such notice, Holder shall so request in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statementwriting, the Company agrees shall use its diligent efforts to promptly (i) inform each include in such registration statement all or any part of the Holders thereof and use its commercially reasonable efforts shares of Common Stock or other securities issued or issuable upon conversion of this Note ("Registrable Shares") that Holder requests to file amendments be registered, except that if, in connection with any offering involving an underwriting of Common Stock to the Initial Registration Statement as required be issued by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw Company the Initial Registration Statement and file managing underwriter shall impose a new limitation on the number of shares of Common Stock which may be included in the registration statement (a “New Registration Statement”)because, in either case covering the maximum number of Registrable Securities permitted its judgment, such limitations necessary to be registered by the Commissioneffect an orderly public distribution, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, then the Company shall be obligated to use its commercially reasonable efforts include in such registration statement only such limited portion (or none, if so required by the managing underwriter) of the Registrable Shares with respect to advocate which such holder has requested inclusion hereunder. Except as specifically provided herein, all Registration Expenses incurred in connection with any registration under this Section shall be borne by the Company. All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the holders of the securities so registered pro rata on the basis of the number of shares so registered. For purposes of this Section, "Registration Expenses" means all expenses incurred by the Company in complying with this Section, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the company, fees and expenses of listing the securities with the Commission securities exchange, fees and expenses (including counsel fees) incurred in connection with complying with state securities or "blue sky" laws, fees and expenses of one designated counsel for the Holder in connection with the registration of Registrable Shares, transfer taxes, fees of transfer agents and registrars, costs of any insurance which might be obtained, but excluding any Selling Expenses. For purposes of this Section, "Selling Expenses" means all underwriting discounts and selling commissions applicable to the sale of Registrable Shares and the Registrable Securities fees and expenses of more than one counsel for the Holder in accordance connection with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants registration of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Shares.
Appears in 2 contracts
Samples: Security and Loan Agreement (Informedix Holdings Inc), Security and Loan Agreement (Hunapu Inc)
Registration. (a) If at any time On or before 45 days after the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingClosing Date, the Company shall agrees to use all commercially reasonable best efforts to prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not already covered by then registered on an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company Holders may reasonably determine specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 S-1 and shall contain (except if otherwise required pursuant to written comments received from the Company is then ineligible to register for resale Commission upon a review of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. ) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 S-1 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 S-1 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)) unless such registerable securities are eligible for sale by the Holder, without restriction, pursuant to Rule 144, in which event the Company will not be obligated to file any remainder Registration Statement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Torchlight Energy Resources Inc), Registration Rights Agreement (Torchlight Energy Resources Inc)
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 under which no Holder will be deemed an underwriter of the Registrable Securities registered therein, or, if Rule 415 is not available for offers and sales of the Registrable SecuritiesSecurities by any of the Holders, by such other means of distribution of Registrable Securities as the Company Holders may reasonably determine specify (the “Initial Registration Statement”)) in a notice to the Company. The Initial Registration Statement shall be on Form S-3 S-1 or such other form reasonably determined by the Company and shall contain (except if otherwise required pursuant to written comments received from the Company is then ineligible to register for resale Commission upon a review of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. ) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subject to subsections (b) and (c) of this Section 2, in the event that upon the Commission informs advice of Company’s counsel, the Company determines that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, or that registration of all the Registrable Securities on a single registration statement would cause any Holder to be deemed an underwriter with respect to such Registrable Securities, the Company agrees to promptly (i) inform each of the Holders holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 S-1 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number (the “Excess Registrable Shares”) of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise), second by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance staff guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 S-1 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).
Appears in 2 contracts
Samples: Registration Rights Agreement (Laidlaw Energy Group, Inc.), Registration Rights Agreement (Laidlaw Energy Group, Inc.)
Registration. (a) If at any time after No later than the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a “Shelf” Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, or if Rule 415 is not available for offers and sales of the Registrable Securities, Securities by such other means of distribution of Registrable Securities as the Company Holders may reasonably determine specify and that is permitted under the Securities Act (such Registration Statement, the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 S-1 or on another appropriate form in accordance herewith, and shall contain (except if otherwise required pursuant to written comments received from the Company is then ineligible Commission upon a review of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A (which may be modified to register for resale respond to comments, if any, provided by the Commission, except that no Holder shall be named as an “underwriter” without such Holder’s consent). In the event the Commission requires a Holder to be named as an “underwriter”, such Holder shall have the option to either be named as such in the Registration Statement or to exclude some or all of the such Holder’s Registrable Securities on Form S-3, then from such Registration Statement to the extent necessary for such Holder to not be named as an underwriter in such Registration Statement (and such Registrable Securities excluded from the Initial Registration Statement at the option of any Holder shall be on Form S-1deemed “Cut Back Shares”, as defined below). Subject Such Initial Registration Statement shall not seek to such register any securities other limitations as specified in this Agreement, than the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2, in the event that, with respect to any particular registration, the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees promptly to promptly (i) inform each of the Holders thereof and use its commercially reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from withdraw such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 S-1 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance; provided, further, that, the Company shall not in connection with such amendment or New Registration Statement agree to name any Holder as an “underwriter” in such amendment or New Registration Statement without the prior written consent of such Holder. In the event the Commission requires a Holder to be named as an “underwriter”, such Holder shall have the option to either be named as such in the Registration Statement or to exclude some or all of such Holder’s Registrable Securities from such Registration Statement to the extent necessary for such Holder to not be named as an underwriter in such Registration Statement (and such Registrable Securities excluded from such Registration Statement at the option of any Holder shall be deemed “Cut Back Shares”, as defined below). Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used its commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities) (a “Cut-Back”), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis and such reduction shall be applied first to any Conversion Shares included in the Registrable Securities, second to any Warrant Shares included in the Registrable Securities and finally to any Shares included in the Registrable Securities, unless the SEC Guidance otherwise requires or the Holders otherwise agree (any Registrable Securities so removed from the Initial Registration Statement, the “Cut-Back Shares”). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable best efforts to file with the Commission, as promptly as allowed by the Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 S-1 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement Cut-Back Shares (the a “Remainder Registration StatementsStatement”).
Appears in 1 contract
Samples: Registration Rights Agreement (CymaBay Therapeutics, Inc.)
Registration. (aExpenses(a) If at any time after All fees and expenses incident to the six (6) month anniversary performance of the date of or compliance with this Agreement by the Company, except as and to the extent specified in Section 4(b), shall be borne by the Company receives a request from whether or not pursuant to an Underwritten Offering and whether or not the Registration Statement is filed or becomes effective and whether or not any Registrable Securities are sold pursuant to the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with the NASDAQ and any Subsequent Market on which the Common Stock is then listed for trading, and (B) in compliance with state securities or Blue Sky laws (including, without limitation, fees and disbursements of counsel for the Holders of at least twenty-five percent (25%) in connection with Blue Sky qualifications or exemptions of the Registrable Securities then outstandingand determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the managing underwriters, if any, or the Holders of a majority of Registrable Securities may designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is requested by the managing underwriters, if any, or by the holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company and Special Counsel for the Holders, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall prepare and file be responsible for all of its internal expenses incurred in connection with the Commission a Registration Statement covering the resale of all consummation of the Registrable Securities not already covered transactions contemplated by an existing this Agreement (including, without limitation, all salaries and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 orexpenses of its officers and employees performing legal or accounting duties), if Rule 415 is not available for offers the expense of any annual audit, the fees and sales of expenses incurred in connection with the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale listing of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity any securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement exchange as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)hereunder.
Appears in 1 contract
Samples: Registration Rights Agreement (American Biomed Inc)
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingapplicable Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is not then ineligible eligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement in which case such registration shall be on Form S-1). Subject another appropriate form in accordance with the Securities Act) and shall contain (except if otherwise required pursuant to such other limitations as specified in this Agreement, written comments received from the Company shall have the right to include its equity securities that are not Registrable Securities, including Commission upon a primary offering review of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. ) the “Plan of Distribution” attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders holders thereof and use its commercially reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, Commission on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC GuidanceSecurities. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance staff guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).
Appears in 1 contract
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not already covered by then registered on an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “"Initial Registration Statement”"). The Initial Registration Statement shall be on Form S-3 (except that if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement in which case such registration shall be on Form S-1). Subject to such other limitations form available to register for resale the Registrable Securities as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering offering) subject to the provisions of equity securities owned by Section 2(e) and shall contain (except if otherwise required pursuant to written comments received from the Company’s directors and officers, in any Commission upon a review of such Registration Statement) a "Plan of Distribution" section substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statementstatement or that any Holder must be named as an underwriter in the Registration Statement, the Company agrees to promptly (ix) inform each of the Holders thereof and use its commercially reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement Commission and/or (iiiy) withdraw the Initial Registration Statement and file a new registration statement (a “"New Registration Statement”"), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09, in each case without naming any Holder as an underwriter in the Registration Statement. Each Purchaser shall have the right to comment or have their counsel comment on any written submission made to the staff of Commission (the "Staff") with respect to any disclosure specifically relating to such Purchaser. No such written submission shall be made to the Staff containing disclosure specifically relating to such Purchaser to which such Purchaser's counsel reasonably objects. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering without naming any Holder as an underwriter (and notwithstanding that the Company used reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the Registrable Securities to be registered on such Registration Statement will be reduced (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders), subject to a determination by the Commission that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. Any reduction of Registrable Securities pursuant to this Section 2(a)(ii) shall occur only after all securities that are not Registrable Securities, if any, are first removed from such Registration Statement. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (ix) or (iiy) above, the Company will use its commercially reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “"Remainder Registration Statements”"). No Holder shall be named as an "underwriter" in any Registration Statement without such Holder's prior written consent. The Company shall use its reasonable best efforts to cause each Registration Statement to be declared effective by the Commission as soon as practicable and, with respect to the Initial Registration Statement or the New Registration Statement, as applicable, no later than the Effectiveness Deadline (including, with respect to the Initial Registration Statement or the New Registration Statement, as applicable, filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days after the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be "reviewed," or not be subject to further review and the effectiveness of such Registration Statement may be accelerated), and, subject to Section 2(e), shall use its reasonable best efforts to keep each Registration Statement continuously effective under the Securities Act for so long as the securities registered for resale thereunder retain their character as "Registrable Securities" (the "Effectiveness Period"). The Company shall promptly notify the Holders via facsimile or electronic mail of the effectiveness of a Registration Statement or any post-effective amendment thereto on or before the first Trading Day after the date that the Company telephonically confirms effectiveness with the Commission. The Company shall, by 9:30 a.m. New York time on the first Trading Day after the Effective Date, file a final Prospectus with the Commission, as required by Rule 424(b). If: (i) the Initial Registration Statement is not filed with the Commission on or prior to the Filing Deadline, (ii) the Initial Registration Statement or the New Registration Statement, as applicable, is not declared effective by the Commission (or otherwise does not become effective) for any reason on or prior to the Effectiveness Deadline or (iii) after its Effective Date and except for the reasons as set forth in Section 3(j), (A) such Registration Statement ceases for any reason (including, without limitation, by reason of a stop order or the Company's failure to update the Registration Statement), to remain continuously effective as to all Registrable Securities included in such Registration Statement or (B) the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for any reason (other than due to a change in the "Plan of Distribution" or the inaccuracy of any information regarding the Holders), in each case, for more than an aggregate of 30 consecutive days or 45 calendar days (which need not be consecutive days) during any 12-month period (other than as a result of a breach of this Agreement by a Holder) (any such failure or breach in clauses (i) through (iii) above being referred to as an "Event," and, for purposes of clauses (i) or (ii), the date on which such Event occurs, or for purposes of clause (iii), the date on which such 30 consecutive day period or 45 calendar day period, as applicable, is exceeded, being referred to as an "Event Date"), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) within five (5) Business Days after an Event Date, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities held by such Holder on such Event Date; and (y) on each 30-day anniversary (or pro rata portion thereof) following any Event Date (including, for the avoidance of doubt, a failure in clause (i), in which case each 30-day anniversary shall be measured commencing on the 31st day following such Event Date) until the earlier of (1) the applicable Event is cured or (2) the Registrable Securities are eligible for resale pursuant to Rule 144 without manner of sale or volume restrictions, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Holder. The amounts payable pursuant to the foregoing clauses (x) and (y) are referred to collectively as "Liquidated Damages." The parties agree that (1) notwithstanding anything to the contrary herein or in the Purchase Agreement, no Liquidated Damages shall be payable with respect to any period after the expiration of the Effectiveness Period and in no event shall the aggregate amount of Liquidated Damages payable to a Holder exceed, in the aggregate, 5.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement and (2) in no event shall the Company be liable in any 30-day period for Liquidated Damages under this Agreement in excess of 1.0% of the aggregate purchase price paid by the Holders pursuant to the Purchase Agreement. If the Company fails to pay any Liquidated Damages pursuant to this Section 2(c) in full within 30 Business Days after the date payable, the Company will pay interest thereon at a rate of 1.0% per month (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such Liquidated Damages are due until such amounts, plus all such interest thereon, are paid in full. Unless otherwise specified in this Section 2(c), the Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event, except in the case of the first Event Date. Notwithstanding the foregoing, nothing shall preclude any Holder from pursuing or obtaining any available remedies at law, specific performance or other equitable relief with respect to this Section 2(c) in accordance with applicable law. The Company shall not be liable for Liquidated Damages under this Agreement as to any Registrable Securities which are not permitted by the Commission to be included in a Registration Statement due solely to Rule 415 under the Securities Act from the time that it is determined that such Registrable Securities are not permitted to be registered until such time as the provisions of this Agreement as to the Remainder Registration Statements required to be filed hereunder are triggered, in which case the provisions of this Section 2(c) shall once again apply, if applicable. In such case, the Liquidated Damages shall be calculated to only apply to the percentage of Registrable Securities which are permitted in accordance with SEC Guidance to be included in such Registration Statement. The Effectiveness Deadline for a Registration Statement shall be extended without default or Liquidated Damages hereunder in the event that the Company's failure to obtain the effectiveness of the Registration Statement on a timely basis results from the failure of a Holder to timely provide the Company with information requested by the Company and necessary to complete the Registration Statement in accordance with the requirements of the Securities Act (in which the Effectiveness Deadline would be extended with respect to Registrable Securities held by such Holder). Each Holder agrees to furnish to the Company a completed Selling Stockholder Questionnaire not later than the Closing Date. At least five (5) Trading Days prior to the first anticipated filing date of a Registration Statement for any registration under this Agreement, the Company will notify each Holder of the information the Company requires from that Holder other than the information contained in the Selling Stockholder Questionnaire, if any, which shall be completed and delivered to the Company promptly upon request and, in any event, within two (2) Trading Days prior to the applicable anticipated filing date. Each Holder further agrees that it shall not be entitled to be named as a selling security holder in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless such Holder has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to any reasonable requests for further information as described in the previous sentence. If a Holder of Registrable Securities returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its reasonable best efforts to take such actions as are required to name such Holder as a selling security holder in the Registration Statement or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable Securities identified in such late Selling Stockholder Questionnaire or request for further information. Each Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 2(d) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on Form S-1 and (ii) undertake to register the Registrable Securities on Form S-3 promptly after such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.
Appears in 1 contract
Registration. (a) If at The Company agrees to file as soon as practicable, and in any time after the six (6) month anniversary of the date of this Agreement the Company receives event on or before May 15, 2000, a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be registration statement on Form S-3 (except if or Form S-1 in the event that the Company is then ineligible not eligible to register use Form S-3) for resale the registration under the Securities Act of all Registrable Securities, subject to the limitations of subsection 1.2(b). The Company shall use its best efforts to have such registration statement declared effective within thirty (30) days after filing. Priority Registrations. If a majority in interest of the Holders intend to distribute the Registrable Securities by means of an underwriting, they shall so advise the Company on Form S-3or before February 29, 2000. The underwriter will be selected by a majority in interest of the Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to that may be registered by included in the Commission, on Form S-3 or underwriting shall be apportioned among such other form available selling Holders in proportion (as nearly as practicable) to the Company to register for resale the amount of Registrable Securities as a secondary offeringof the Company held by each Holder; provided, however, that prior the number of Registrable Securities to filing be included in such amendment or New Registration Statement, underwriting shall not be reduced unless all other securities are first entirely excluded from the Company underwriting. Any such apportionment shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidancelast sentence of Section 1.3(b). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)"Piggy-Back" Registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Sangstat Medical Corp)
Registration. (a) If at any time after the six (6) month anniversary of the date of this Agreement the Company receives On or prior to a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not already covered by then registered on an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company Holders may reasonably determine specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 S-1 and shall contain (except if otherwise required pursuant to written comments received from the Company is then ineligible to register for resale Commission upon a review of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. ) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 S-1 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In Notwithstanding any other provision of this Agreement and subject to the event payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its used commercially reasonable efforts to file advocate with the Commission, as promptly as allowed by Commission for the registration of all or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).a
Appears in 1 contract
Registration. (a) If at any time after As soon as practicable, but in no event later than the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company Holders may reasonably determine specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 S-1 and shall contain (except if otherwise required pursuant to written comments received from the Company is then ineligible to register for resale Commission upon a review of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. ) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and in subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders holders thereof and use its commercially reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement, and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), the number of Registrable Securities to be registered on such Registration Statement shall be reduced pro rata initially among all TOG Holders and then pro rata among all PIPE Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance staff guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).
Appears in 1 contract
Samples: Registration Rights Agreement (COMMITTED CAPITAL ACQUISITION Corp)
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company Holders may reasonably determine specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 S-1 and shall contain (except if otherwise required pursuant to written comments received from the Company is then ineligible to register for resale Commission upon a review of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement) a “Plan of Distribution” section substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this Section 23, in the event the Commission informs seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by a Holder under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the Company that all filing of the Registrable Securities cannot, as a result of initial Registration Statement with the application of Rule 415, be registered for resale as a secondary offering on a single registration statementCommission pursuant to this Section 3(a), the Company agrees is otherwise required by the Commission to promptly (i) inform each reduce the number of the Holders thereof and use its commercially reasonable efforts to file amendments to Registrable Securities included in the Initial Registration Statement as required by Statement, then the Commission, (ii) remove any and all securities that are not Company shall reduce the number of Registrable Securities from to be included in such Initial initial Registration Statement and/or (iiiafter consulting with Holders and their legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 S-1 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09, in each case without naming any Holder as an underwriter in the Registration Statement. Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering without naming any Holder as an underwriter (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the Registrable Securities to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the Registrable Securities to be included by any Person other than a Holder and second, the Company shall reduce or eliminate any Registrable Securities which are Warrant Shares, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) as described above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or SEC Guidance provided to the Company or to registrants of securities in generalGuidance, one or more registration statements on Form S-3 S-1 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). No Holder shall be named as an “underwriter” in any such Registration Statement.
Appears in 1 contract
Samples: Registration Rights Agreement (NeuroBo Pharmaceuticals, Inc.)
Registration. (a) If Upon the occurrence of a Triggering Event, DHT shall, at any the request of Cerner included in the Exercise Notice furnished within the time after the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%period required under Section 2(d) of the Registrable Securities then outstanding, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, as promptly as practicable prepare, file and keep current a shelf registration statement under the Company Securities Act covering all Option Shares issued and issuable pursuant to the Option and shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from cause such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), to become effective and remain current in either case covering order to permit the maximum number sale or other disposition of Registrable Securities permitted to be registered any Option Shares issued upon exercise of the Option in accordance with any plan of disposition requested by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offeringCerner; provided, however, that prior DHT may postpone the filing of a registration statement relating to a registration request by Cerner under this Section 8 for a period of time (not in excess of 30 days) if in its judgment such filing such amendment or New Registration Statement, would require the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission disclosure of material information that DHT has a bona fide business purpose for the registration of all of the Registrable Securities in accordance with the SEC Guidancepreserving as confidential. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company DHT will use its commercially reasonable efforts to file cause such registration statement first to become effective and then to remain effective for 180 days from the day such registration statement first becomes effective or until such earlier date as all shares registered shall have been sold by the Holder. In connection with the Commissionany such registration, as promptly as allowed DHT and Cerner shall provide each other with representations, warranties, indemnities, contribution and other agreements customarily given in connection with such registrations. If requested by Commission or SEC Guidance provided Cerner in connection with such registration, DHT shall become a party to any underwriting agreement relating to the Company or to registrants sale of securities in generalsuch shares, one or more registration statements on Form S-3 or such other form available but only to the Company extent of obligating DHT in respect of representations, warranties, indemnities, contribution and other agreements customarily made by DHTs in such underwriting agreements. In any such registration, DHT and Cerner shall agree to register for resale those Registrable Securities that were not registered for resale indemnify each other on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)customary terms with respect to any information provided by such party in connection with such registration.
Appears in 1 contract
Samples: Stock Option Agreement (Dynamic Healthcare Technologies Inc)
Registration. (a) If at any time after 8.1 On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingapplicable Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is not then ineligible eligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement in which case such registration shall be on Form S-1). Subject another appropriate form in accordance with the Securities Act) and shall contain (except if otherwise required pursuant to such other limitations as specified in this Agreement, written comments received from the Company shall have the right to include its equity securities that are not Registrable Securities, including Commission upon a primary offering review of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. ) the “Plan of Distribution” attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders holders thereof and use its commercially reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, Commission on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC GuidanceSecurities. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance staff guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).
Appears in 1 contract
Registration. (a) Subject to Section 2.01(b), there shall be no limitations on the number of Underwritten Offerings pursuant to a Shelf Registration by the Sponsor Holders. If at any time after the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Initiating Holder holds Registrable Securities then outstanding, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made included on a continuous basis pursuant to Rule 415 orShelf Registration, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company it shall have the right to include its equity securities request that are not Registrable Securitiesthe Company cooperate in a shelf takedown at any time, including an Underwritten Offering, by delivering a primary offering written request thereof to the Company specifying the kind and approximate number of equity securities shares of Registrable Securities such Initiating Holder wishes to include in the shelf takedown (“Takedown Notice”). The Company shall (i) within five days of the receipt of a Takedown Notice, give written notice of such Takedown Notice to all Holders of Registrable Securities included on such Shelf Registration (the “Company Takedown Notice”), and (ii) shall take all actions reasonably requested by the Company for its own account or Initiating Holder who submitted the Takedown Notice, including the filing of a secondary offering of equity securities owned by Prospectus supplement and the Company’s directors and officersother actions described in Section 2.04, in any such Registration Statement. Notwithstanding accordance with the registration obligations intended method of distribution set forth in this Section 2, in the event Takedown Notice as expeditiously as practicable. If the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statementtakedown is an Underwritten Offering, the Company shall include in such Underwritten Offering all Registrable Securities that the Holders of Registrable Securities included in the Registration Statement for such Shelf Registration request be obligated included within the five Business Days following such Holders’ receipt of the Company Takedown Notice. If the takedown is an Underwritten Offering initiated by either the Privia Holders or the Xxxxxxxx Holder pursuant to use its commercially reasonable efforts to advocate with the Commission for the registration of all of Section 2.01(b), then, in each such case, the Registrable Securities requested to be included in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses shelf takedown must represent (i) an aggregate offering price of Registrable Securities that is reasonably expected to equal at least $25,000,000 in gross proceeds (including, for the avoidance of doubt, the Registrable Securities of all other Holders who request their Registrable Securities to be included) or (ii) aboveall of the remaining Registrable Securities owned by the requesting Initiating Holder and its Affiliates. Notwithstanding the foregoing, if a Sponsor Holder wishes to engage in an underwritten block trade off of a Shelf Registration (either as a takedown under a newly filed automatic Shelf Registration or through a takedown from an already existing Shelf Registration), then, notwithstanding the foregoing time periods, the applicable Sponsor Holder only needs to notify the Company will use its commercially reasonable efforts of the block trade at least five days prior to file the day such offering is to commence (and such Sponsor Holder shall have provided the non-initiating Sponsor Holder with prior written notice of such block trade in accordance with the Commission, procedures adopted by the Coordination Committee (as promptly as allowed by Commission defined in the Shareholder Rights Agreement)) and the Company shall notify the other Holders and the other Holders must elect whether or SEC Guidance provided not to participate no later than two days prior to the date that such offering is to commence, and the Company or shall (x) include in such offering all Registrable Securities of the Initiating Holder and the other Holders that elect to registrants of securities include their Registrable Securities in general, one or more registration statements on Form S-3 or such other form available offering (subject to the Company requirement that the Registrable Securities held by all such Holders electing to register for resale those participate in such offering to be included must represent (A) an aggregate offering price of Registrable Securities that were not registered is reasonably expected to equal at least $25,000,000 or (B) all of the remaining Registrable Securities owned by the Initiating Holder and all such Holders, as applicable), and (y) as expeditiously as possible use its reasonable best efforts to consummate such underwritten block trade (which may close as early as two (2) trading days after the trade date for resale such block trade). The Company shall, at the request of any Initiating Holder, file any prospectus supplement or, if the applicable Shelf Registration is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the applicable Initiating Holder(s) to effect such takedown offering. Once a Shelf Registration has been declared effective, the Sponsor Holders may request, and the Company shall be required to consummate, an unlimited number of takedown offerings and underwritten block trades with respect to such Shelf Registration, subject to the right of the Privia Holders to elect to participate in any such takedown offering or underwritten block trade on the Initial Registration Statementterms and conditions contemplated by this Section 2.01(f) (including, to the extent elected by the Privia Holders, on a pro rata basis in respect of the portion of Registrable Securities then held by the relevant initiating Holder, on the one hand, and the Privia Holders, on the other hand. For the avoidance of doubt, in the event that any Sponsor Holder initiates a block trade that is to be effected as amendeda Rule 4(a)(1)(1/2) private placement, or the New Registration Statement (the “Remainder Registration Statements”)provisions of this Section 2.01(f) shall apply to such offering mutatis mutandis.
Appears in 1 contract
Samples: Registration Rights Agreement (Privia Health Group, Inc.)
Registration. (ai) If at any time after the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding, the The Company shall prepare advise each Holder or its transferee, whether the Holder holds a Placement Agent Warrant Placement Agent Warrant and file with holds the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Underlying Securities, by such other means written notice at least four weeks prior to the filing of distribution of Registrable Securities as any post-effective amendment to the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale or of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity any new registration statement or post-effective amendment thereto covering any securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or for the account of others and will, for a secondary offering period of equity securities owned by four years commencing one year from the Company’s directors and officerseffective date of the Registration Statement, upon the request of any such Holder, include in any such Registration Statementpost-effective amendment or registration statement, such information as may be required to permit a public offering by such Holder of all or any of the Underlying Securities or Underlying Warrant Shares (the "Registrable Securities"). Notwithstanding The Company shall supply prospectuses and such other documents as the registration obligations Holders may request in order to facilitate the public sale or other disposition of the Registrable Securities, use its best efforts to register and qualify the Registrable Securities for sale in such states as such Holders designate and do any and all other acts and things which maybe necessary or desirable to enable such Holders to consummate the public sale or other disposition of the Registrable Securities, and shall indemnify the Holders in the manner provided in subparagraph (c) below. The Holders shall furnish information and indemnification as set forth in this Section 2, in subparagraph (c) below except that the event maximum amount which may be recovered from any Holder shall be limited to the Commission informs amount of proceeds received by the Company that all Holder from the sale of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Securities.
Appears in 1 contract
Samples: Agents' Warrant Agreement (Energy Conversion Devices Inc)
Registration. (a) If at any time after The Company agrees to register the six (6) month anniversary shares of Common Stock underlying this Warrant pursuant to the terms of the date Agreement and the Registration Rights Agreement dated June , 1998. In addition to the foregoing, the Holder of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company Warrant shall have the right to include its equity securities that are not all of the shares of Common Stock underlying this Warrant (the "Registrable Securities, including a primary offering ") as part of equity any registration of securities filed by the Company for its own account (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or a secondary offering pursuant to Form S-8) and must be notified in writing of equity securities owned by such filing. Holder shall have five (5) business days to notify the Company’s directors and officersCompany in writing as to whether the Company is to include Holder or not include Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in any such Registration Statement. Notwithstanding the registration obligations set forth whole or in this Section 2part, in the event the Commission informs the Company may require that all of the Registrable Securities cannot, requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as a result the securities otherwise being sold through the underwriters. If in the good faith judgment of the application underwriter evidenced in writing of Rule 415, be registered for resale as such offering only a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum limited number of Registrable Securities should be included in such offering, or no such shares should be included, the Holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the Commission, on Form S-3 or underwriter in such other form available offering bears to the Company total number of all shares then held by all selling stockholders desiring to register for resale the participate in such offering. Those Registrable Securities as a secondary offering; provided, that prior which are excluded from an underwritten offering pursuant to filing such amendment or New Registration Statement, the Company foregoing provisions of this Section (and all other Registrable Securities held by the selling stockholders) shall be obligated withheld from the market by the Holders thereof for a period, not to use its commercially reasonable efforts exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or effect such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)underwritten offering.
Appears in 1 contract
Samples: Imaging Diagnostic Systems Inc /Fl/
Registration. (a) If at any time after the six (6) month anniversary The issuance of the date of this Agreement Warrant and the Company receives a request from Holders of at least twenty-five percent (25%) of Shares have been registered on the Registrable Securities then outstanding, the Company’s effective registration statement on S-1 with commission file No. 333-_______. The Company shall prepare and file periodic filings with the Commission during the term of this Purchase Warrant as required by the rules and regulations issued by the Commission. To the extent the Company does not maintain an effective registration statement for the Shares, during the term of this Purchase Warrant and for a Registration Statement covering period of no more than seven (7) years from the resale commencement of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable SecuritiesOffering in accordance with FINRA Rule 5110(g)(8)(D), by such other means of distribution of Registrable Securities as whenever the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible proposes to register for resale any of its securities under the Registrable Securities on Form S-3Act, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company whether for its own account or for the account of another shareholder (except for the registration of securities (A) to be offered pursuant to an employee benefit plan on Form S-8 or (B) pursuant to a secondary offering registration made on Form S-4, or any successor forms then in effect) at any time and the registration form to be used may be used for the registration of equity securities owned by the Company’s directors Shares, it will so notify in writing the Holder (a “Piggyback Notice”) as soon as practicable but in no event less than five (5) business days before the anticipated filing date and officers, offer to the Holder the opportunity to register the sale of such number of Shares as such Holder may request in any writing within three (3) business days after receipt of such Registration StatementPiggyback Notice (a “Piggyback Registration”). Notwithstanding the registration obligations set forth in this Section 2foregoing, in the event the Commission informs the Company that all of may delay any such notice to the Registrable Securities cannotHolder, as including until after filing a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, so long as the Holder has the same amount of time to determine whether to participate in an offering as it would have had if such notice had not been so delayed. The Company agrees shall cause such Shares to promptly (i) inform each of the Holders thereof be included in such registration and shall use its commercially reasonable efforts to file amendments cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted Shares requested to be registered by included in a Piggyback Registration on the Commission, on Form S-3 or such other form available to same terms and conditions as any similar securities of the Company and to register for resale permit the Registrable Securities as a secondary offeringsale or other disposition of such Shares in accordance with the intended method(s) of distribution thereof; provided, however, that prior if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of Common Shares which may be included in the registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to filing such amendment or New Registration Statementfacilitate public distribution, then the Company shall be obligated to use its commercially reasonable efforts include in such registration statement only such limited portion of the Shares with respect to advocate which the Hxxxxx requested inclusion hereunder as the underwriter shall reasonably permit. Holder shall enter into an underwriting agreement in customary form with the Commission underwriter or underwriters selected for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Piggyback Registration.
Appears in 1 contract
Samples: Rvelocity, Inc.
Registration. (a) If at any time after the six (6) month anniversary The issuance of the date of this Agreement Warrant and the Company receives a request from Holders of at least twentyShares have been registered on the Company’s effective registration statement on F-1 with commission file No. 333-five percent (25%) of the Registrable Securities then outstanding, the 252996. The Company shall prepare and file periodic filings with the Commission during the term of this Purchase Warrant as required by the rules and regulations issued by the Commission. To the extent the Company does not maintain an effective registration statement for the Shares, during the term of this Purchase Warrant and for a Registration Statement covering period of no more than seven (7) years from the resale commencement of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable SecuritiesOffering in accordance with FINRA Rule 5110(g)(8)(D), by such other means of distribution of Registrable Securities as whenever the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible proposes to register for resale any of its securities under the Registrable Securities on Form S-3Act, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company whether for its own account or for the account of another shareholder (except for the registration of securities (A) to be offered pursuant to an employee benefit plan on Form S-8 or (B) pursuant to a secondary offering registration made on Form F-4, or any successor forms then in effect) at any time and the registration form to be used may be used for the registration of equity securities owned by the Company’s directors Shares, it will so notify in writing the Holder (a “Piggyback Notice”) as soon as practicable but in no event less than five (5) business days before the anticipated filing date and officers, offer to the Holder the opportunity to register the sale of such number of Shares as such Holder may request in any writing within three (3) business days after receipt of such Registration StatementPiggyback Notice (a “Piggyback Registration”). Notwithstanding the registration obligations set forth in this Section 2foregoing, in the event the Commission informs the Company that all of may delay any such notice to the Registrable Securities cannotHolder, as including until after filing a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, so long as the Holder has the same amount of time to determine whether to participate in an offering as it would have had if such notice had not been so delayed. The Company agrees shall cause such Shares to promptly (i) inform each of the Holders thereof be included in such registration and shall use its commercially reasonable efforts to file amendments cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted Shares requested to be registered by included in a Piggyback Registration on the Commission, on Form S-3 or such other form available to same terms and conditions as any similar securities of the Company and to register for resale permit the Registrable Securities as a secondary offeringsale or other disposition of such Shares in accordance with the intended method(s) of distribution thereof; provided, however, that prior if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of Common Shares which may be included in the registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to filing such amendment or New Registration Statementfacilitate public distribution, then the Company shall be obligated to use its commercially reasonable efforts include in such registration statement only such limited portion of the Shares with respect to advocate which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Holder shall enter into an underwriting agreement in customary form with the Commission underwriter or underwriters selected for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Piggyback Registration.
Appears in 1 contract
Samples: Flora Growth Corp.
Registration. (a) If at any time after during the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingWarrant Exercise Term, the Company shall determine to prepare and file with the Commission a Registration Statement covering registration statement under the resale Securities Act of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or1933, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine amended (the “Initial Registration StatementSecurities Act”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible ) relating to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary an offering of equity securities by the Company for its own account or the account of others under the Securities Act of any of its equity securities, other than a secondary offering of registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities owned by to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s directors and officersstock option or other employee benefit plans, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs then the Company that all shall send to each holder of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement this Warrant (a “New Registration StatementHolder”)) a written notice of such determination and, if within fifteen (15) days after the date of such notice, any such Holder shall so request in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statementwriting, the Company shall include in such registration statement all or any part of such Warrant Shares which such Holder requests to be obligated registered, subject to use customary underwriter cutbacks applicable to all holders of registration rights, provided that if at any time after giving written notice of its commercially reasonable efforts intention to advocate with register any securities and prior to the Commission for effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of all such securities, the Company may, at its election, give written notice of such determination to such Holder and, thereupon, (A) in the Registrable Securities case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4.5 hereof), and (B) in the SEC Guidance. In case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 4(a) for the event the Company amends the Initial Registration Statement or files a New Registration Statement, same period as the case may be, under clauses (i) or (ii) abovedelay in registering such other securities. Notwithstanding the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company shall not be required to register any Warrant Shares pursuant to this Section 4(a) that are eligible for resale those Registrable pursuant to Rule 144(b) promulgated under the Securities Act or that were are the subject of a then effective registration statement. For the purpose of the foregoing, inclusion of the Warrant Shares by the Holder in a registration statement under a condition that the offer and/or sale of such Warrant Shares not registered for resale on commence until a date not to exceed 90 days from the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)effective date of such registration statement shall be deemed to be in compliance with this sub-paragraph.
Appears in 1 contract
Samples: Teamstaff Inc
Registration. (a) A. If at any time after the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twentyhereof Compu-five percent (25%) of the Registrable Securities then outstanding, the Company XXXX shall prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement (a "Piggy-back Registration Statement covering Statement") under the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for Act relating to an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering the account of others under the Securities Act of any of its equity securities owned by (other than on Form S-4 or Form S-8 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 stock option or other employee benefit plans), Compu-XXXX shall send to the Company’s directors and officersSubscribers written notice of such determination and, if within fifteen (15) days after the date of such notice, any Subscriber shall so request in writing, Compu-XXXX shall include in such Piggy-Back Registration Statement all or any part of the Common Shares and/or Warrant Shares (collectively the "Registrable Securities") such Subscriber requests to be registered, except that if, in connection with any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statementunderwritten public offering, the Company agrees to promptly (imanaging underwriter(s) inform each of thereof shall impose a limitation on the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted which may be included in the Piggy-Back Registration Statement (the "Underwriter Cutback") because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to be registered by the Commissionfacilitate public distribution, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company then Compu-XXXX shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all include in such Piggy-Back Registration Statement only such limited portion of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses underwriter shall permit (i) or (ii) above, the Company will use its commercially reasonable efforts limited to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”zero if necessary).
Appears in 1 contract
Registration. (a) If at any The Company agrees that from time after to time following the six (6) six-month anniversary of Closing, upon a written request by the date Requesting Stockholders on behalf of this Agreement the Company receives one or more Participating Stockholders (a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding“Demand Notice”), the Company shall will as promptly as reasonably practical prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by or designate an existing and effective Registration Statement suitable for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution resales of Registrable Securities as by the Company may reasonably determine (the “Initial Participating Stockholders, which Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except , if the Company Requesting Stockholders so request and such option is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company at the time, will be an Shelf Registration Statement (a “Demand Registration”); provided, however, that (1) the Company shall not be obligated to register for resale effect more than two Demand Registrations and Takedown Requests (as defined below) in any 12-month period (the “Demand/Takedown Frequency Limit”), (2) the Company shall not be obligated to effect more than ten Demand Registrations in the aggregate, and (3) the Registrable Securities as for which a secondary offering; provided, that prior to filing Demand Registration has been requested shall not be less than the Minimum Demand Amount. Each such amendment or New Registration Statement, Demand Notice will specify the Company shall be obligated to use its commercially reasonable efforts to advocate with Participating Stockholders and the Commission for the registration number of all shares of the Registrable Securities in accordance with proposed to be offered for sale by each Participating Stockholder and will also specify the SEC Guidanceintended method of distribution thereof. In the event the Company amends the Initial Registration Statement or files As promptly as practicable after receiving a New Registration Statement, as the case may be, under clauses (i) or (ii) aboveDemand Notice, the Company will use its commercially reasonable efforts give written notice to file with all Stockholders other than the Commissioninitial Participating Stockholders described in such Demand Notice, as promptly as allowed by Commission or SEC Guidance provided and such other Stockholders shall have five days from the receipt of such notice to notify the Company or to registrants of securities in general, one or more registration statements on Form S-3 or the number of shares of Registrable Securities such other form available Stockholders propose to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)include in such Demand Registration.
Appears in 1 contract
Registration. As soon as possible following the Closing Date (a) If at any time after but not later than the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Date), the Company shall prepare and file with the Commission a "shelf" Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an a secondary or resale offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”)415. The Initial Registration Statement shall be on Form S-3 (except or if such form is not available to the Company on Form SB-2 or another form appropriate for such registration in accordance herewith). The Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act not later than one hundred and twenty (120) days after the Closing Date (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is then ineligible notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not be subject to register for resale further review) and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities on Form S-3may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, then addressed to the Initial Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). Upon the initial filing thereof, the Registration Statement shall be on Form S-1). Subject to such cover at least 100% of the shares of Common Stock for issuance upon the conversion of the Preferred Stock, 100% of the shares of Common Stock for issuance upon the exercise of the Warrants and 100% of the other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event If the Commission informs the Company that all it will not allow the Registration Statement to cover any of the Registrable Securities cannotSecurities, as a result of then the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by shall cover the Commission, (ii) remove any and all securities that are not Registrable Securities from highest percentage of such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Commission will allow. Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the “Remainder Registration Statements”)Registrable Securities.
Appears in 1 contract
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company Holders may reasonably determine specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement in which case such registration shall be on Form S-1). Subject ) subject to such other limitations as specified in this Agreement, the Company provisions of Section 2(f) and shall have contain (except if otherwise required pursuant to written comments received from the right to include its equity securities that are not Registrable Securities, including Commission upon a primary offering review of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. ) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, Commission on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offeringS-3; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Division of Corporation Finance Securities Act Rules Compliance and Disclosure Interpretation 612.09 (the “Response Letter”). Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will: (A) first be reduced by eliminating any securities to be included for the benefit of any Person other than a Holder; (B) second to be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and (C) third by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance staff guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).
Appears in 1 contract
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company Holders may reasonably determine specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 F-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3F-3, then the Initial Registration Statement in which case such registration shall be on Form S-1). Subject to such other limitations form available to register for resale the Registrable Securities as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering offering) subject to the provisions of equity securities owned by Section 2(e) and shall contain (except if otherwise required pursuant to written comments received from the Company’s directors and officers, in any Commission upon a review of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 F-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and second by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 F-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).
Appears in 1 contract
Samples: Registration Rights Agreement (Strongbridge Biopharma PLC)
Registration. (ai) If at any time BPMC proposes to register any of its equity securities (the "Basic Securities") under the Securities Act (other than a registration on Form S-4 or Form S-8) whether or not for sale for its own account, it will each such time give at least twenty (20) days prior written notice to all Holders of Registrable Securities of its intention to do so and of such Holders' rights under this Section 2. Upon the written request of any such Holder made within twenty (20) days after the six receipt of any such notice (6which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof), BPMC will use its best efforts to effect the registration under the Securities Act of all Registrable Securities (on a pro-rata basis with any other equity securities which BPMC is seeking to register pursuant to incidental registration but subject to the priorities set forth in Section 2(ii) month anniversary of below) which BPMC has been so requested to register by the date of this Agreement Holders thereof, to the Company receives a request from Holders of at least twenty-five percent extent requisite to permit the disposition (25%in accordance with such intended methods thereof) of the Registrable Securities then outstandingso to be registered; provided that if, at any time after giving written notice of its intention to register any securities and prior to the Company shall prepare and file with the Commission a Registration Statement covering the resale of all effective date of the Registrable Securities registration statement filed in connection with such registration BPMC shall determine for any reason not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant register such securities, BPMC may, at its election, give written notice of such determination to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution each Holder of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement and, thereupon, shall be on Form S-3 (except if the Company is then ineligible relieved of its obligation to register for resale of the any Registrable Securities on Form S-3, then the Initial in connection with such registration. BPMC will pay all Registration Statement shall be on Form S-1). Subject Expenses in connection with each registration of Registrable Securities requested pursuant to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).
Appears in 1 contract
Samples: Registration Rights Agreement (Preiss Byron Multimedia Co Inc)
Registration. Subject to the terms of any agreement between the General Partner and a Limited Partner with respect to OP Units held by such Limited Partner that includes provisions relating to registration rights (each a “Separate Registration Rights Agreement”): (a) If at any time after the six (6) month anniversary Shelf Registration of the REIT Shares. Following the date on which the General Partner becomes eligible to use a registration statement on Form S-3 for the registration of this Agreement securities under the Company receives Securities Act (the “S-3 Eligible Date”) and within the time period that may be agreed by the General Partner and a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingLimited Partner, the Company General Partner shall prepare and file with the Commission a Registration Statement covering the resale of all shelf registration statement under Rule 415 of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement Act (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to or any similar rule that may be registered adopted by the Commission, on Form S-3 or covering (i) the issuance of REIT Shares issuable upon redemption of the OP Units held by such other form available Limited Partner (“Redemption Shares”) and/or (ii) the resale by the holder of the Redemption Shares, with respect to OP Units issued prior to the Company to register for resale the Registrable Securities as a secondary offeringS-3 Eligible Date; provided, however, that prior the General Partner shall be required to filing file only two such amendment or New Registration Statementregistrations in any 12-month period. In connection therewith, the Company shall be obligated to General Partner will: (1) use its commercially reasonable best efforts to advocate with have such Registration Statement declared effective; (2) furnish to each holder of Redemption Shares such number of copies of prospectuses, and supplements or amendments thereto, and such other documents as such holder reasonably requests; (3) register or qualify the Commission for Redemption Shares covered by the registration Registration Statement under the securities or blue sky laws of all such jurisdictions within the United States as any holder of Redemption Shares shall reasonably request, and do such other reasonable acts and things as may be required of it to enable such holders to consummate the sale or other disposition in such jurisdictions of the Registrable Securities in accordance with Redemption Shares; provided, however, that the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses General Partner shall not be required to (i) qualify as a foreign corporation or consent to a general or unlimited service or process in any jurisdictions in which it would not otherwise be required to be qualified or so consent or (ii) above, the Company will qualify as a dealer in securities; and (4) otherwise use its commercially reasonable best efforts to file comply with all applicable rules and regulations of the Commission, as promptly as allowed by Commission . 59 The General Partner further agrees to supplement or SEC Guidance provided make amendments to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. Each Limited Partner agrees to furnish to the General Partner, upon request, such information with respect to the Limited Partner as amendedmay be required to complete and file the Registration Statement. In connection with and as a condition to the General Partner’s obligations with respect to the filing of a Registration Statement pursuant to this Section 8.05, each Limited Partner agrees with the General Partner that: (x) it will not offer or sell its Redemption Shares until (A) such Redemption Shares have been included in a Registration Statement and (B) it has received copies of a prospectus, and any supplement or amendment thereto, as contemplated by Section 8.05(a) hereof, and receives notice that the Registration Statement covering such Redemption Shares, or any post-effective amendment thereto, has been declared effective by the Commission; (y) if the General Partner determines in its good faith judgment, after consultation with counsel, that the use of the Registration Statement, including any post effective amendment thereto, or the New use of any prospectus contained in such Registration Statement would require the disclosure of important information that the General Partner has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the General Partner’s ability to consummate a significant transaction, upon written notice of such determination by the General Partner, the rights of each Limited Partner to offer, sell or distribute its Redemption Shares pursuant to such Registration Statement or prospectus or to require the General Partner to take action with respect to the registration or sale of any Redemption Shares pursuant to a Registration Statement (including any action contemplated by this Section 8.05) will be suspended until the date upon which the General Partner notifies such Limited Partner in writing (which notice shall be deemed sufficient if given through the issuance of a press release) that suspension of such rights for the grounds set forth in this paragraph is no longer necessary; provided, however, that the General Partner may not suspend such rights for an aggregate period of more than 90 days in any 12-month period; and (z) in the case of the registration of any underwritten equity offering proposed by the General Partner (other than any registration by the General Partner on Form S-8, or a successor or substantially similar form, of (A) an employee share option, share purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (B) a dividend reinvestment plan), each Limited Partner will agree, if requested in writing by the managing underwriter or underwriters administering such offering, not to effect any offer, sale or distribution of any REIT Shares or Redemption Shares (or any option or right to acquire REIT Shares or Redemption Shares) during the period commencing on the tenth day prior to the expected effective date (which date shall be stated in such notice) of the registration statement covering such underwritten primary equity offering or, if such offering shall be a “Remainder Registration Statements”).take-down” from an effective shelf registration statement, the tenth day prior to the expected commencement date (which date shall be stated in such notice) of such offering, and ending on the date specified by such managing underwriter in such written request to the Limited Partners; provided, however, that no Limited Partner shall be required to agree not to effect any offer, sale or distribution of its
Appears in 1 contract
Registration. The Company will file with the Securities and Exchange Commission (athe “Commission”) If at any time after a registration statement on Form S-3 registering the six (6) month anniversary resale of the shares of Common Stock issued to the Investors pursuant to the Stock Purchase Agreement (the “Registrable Stock”) under the Securities Act of 1933, as amended (the “Securities Act”) on the date hereof, and shall thereafter take all reasonable necessary steps to qualify such resale under such state laws as the holders of Registrable Stock may reasonably request. The costs and expenses directly related to such registration pursuant to this Agreement section, including, but not limited to, legal fees of the Company’s counsel, audit fees, printing expense, filing fees and fees and expenses relating to qualifications under state securities or blue sky laws shall be borne entirely by the Company; provided, however, that the persons for whose account the securities covered by such registration are sold shall bear the brokerage fees and commissions and discounts applicable to their shares and the fees and expenses of their own legal counsel, including the Investor’s Counsel (as defined in Section 1.2(c) below), and other advisors; provided, however, that the Company receives a request will reimburse the Investors for the reasonable legal fees and expenses of Investor’s Counsel (not to exceed $10,000), that are incurred in connection with the transactions contemplated by this Agreement. The Company shall use its best efforts to keep effective and maintain any registration, qualification, notification or approval specified in this section for the Effectiveness Period and, from Holders of at least twenty-five percent (25%) of time to time shall amend or supplement the Registrable Securities then outstandingprospectus used in connection therewith to the extent necessary in order to comply with applicable law. Notwithstanding anything to the contrary herein, the Company shall prepare and file with not be required to include any Registrable Stock in any underwritten public offering by the Commission a Registration Statement covering Company or register the resale of all of the Registrable Securities not already covered by shares in an existing and effective Registration Statement for an underwritten offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Investors.
Appears in 1 contract
Samples: Registration Rights Agreement (Computer Network Technology Corp)
Registration. (a) If at any time after the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%Section 7(b) of the Registrable Settlement Agreement shall be hereby amended to provide that THINK shall cause the 20,000 shares of common stock of THINK (the "THINK Common Stock") underlying the options issued to Xxxxxxx as a director of THINK (the "Director Options") to be included in any registration statement (a "Registration Statement") filed on its behalf under the Securities then outstandingAct of 1933, as amended, relating to the Company offer and sale by it of any of its securities solely for cash (other than on Form S-4 or any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale by Xxxxxxx of the Common Stock underlying the Director Options). THINK shall prepare use its best efforts to file the Registration Statement as soon as practicable after the date hereof. In addition, THINK shall use its best efforts to use Form S-8 to fulfill its obligations hereunder and file with shall attempt to do so prior to the Commission filing of a Registration Statement covering relating to an underwritten offering. The Parties acknowledge that in the resale of all of event that the Registrable Securities not already covered by an existing and effective Registration Statement for relates to an offering underwritten offering, the underwriter may limit the number of shares of such THINK Common Stock then owned by Xxxxxxx to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of included in the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding THINK represents that no shareholder of THINK Common Stock will be allowed to sell securities in said Registration Statement if Xxxxxxx is precluded from including his securities in said Registration Statement as a result of such underwriter's decision to limit the registration obligations set forth number of shares of such THINK Common Stock then owned by Xxxxxxx to be included in this Section 2such offering. Further, in the event Xxxxxxx is excluded from participating in the Commission informs foregoing offering, THINK will file a Registration Statement relating to the Company that all THINK Common Stock underlying the Director Options within six months of the Registrable Securities cannot, as a result effectiveness of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all from which Xxxxxxx'x securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidancewere excluded. In the event that the Company amends the Initial foregoing offering is terminated, THINK will file a Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided relating to the Company or to registrants THINK Common Stock underlying the Director Options within sixty days of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)said termination.
Appears in 1 contract
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company Holders may reasonably determine specify (the “Initial Registration Statement”). The Subject to Section 2(e), the Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible or such other form available to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering offering) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of equity securities owned by the Company’s directors and officers, in any such Registration Statement) a “Plan of Distribution” section substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Compliance and Disclosure Interpretations. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by the Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders) and second by the Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders), subject to a determination by the Commission that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). Except as may be provided in Annex A attached hereto, no Holder shall be named as an “underwriter” in any Registration Statement without such Holder’s prior written consent.
Appears in 1 contract
Samples: Registration Rights Agreement (Athersys, Inc / New)
Registration. (a) If at any time after The Company agrees to register the six (6) month anniversary shares of Common Stock underlying this Warrant pursuant to the terms of the date Agreement and the Registration Rights Agreement dated March 16, 1999. In addition to the foregoing, the Holder of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company Warrant shall have the right to include its equity all of the shares of Common Stock underlying this Warrant (the "REGISTRABLE SECURITIES") as part of any registration of securities that are not Registrable Securities, including a primary offering of equity securities filed by the Company for its own account (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or a secondary offering pursuant to Form S-8) and must be notified in writing of equity securities owned by such filing. Holder shall have five (5) business days to notify the Company’s directors and officersCompany in writing as to whether the Company is to include Holder or not include Holder as part of the registration; PROVIDED, HOWEVER, that if any registration pursuant to this Section shall be underwritten, in any such Registration Statement. Notwithstanding the registration obligations set forth whole or in this Section 2part, in the event the Commission informs the Company may require that all of the Registrable Securities cannot, requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as a result the securities otherwise being sold through the underwriters. If in the good faith judgment of the application underwriter evidenced in writing of Rule 415, be registered for resale as such offering only a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum limited number of Registrable Securities should be included in such offering, or no such shares should be included, the Holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the Commission, on Form S-3 or underwriter in such other form available offering bears to the Company total number of all shares then held by all selling stockholders desiring to register for resale the participate in such offering. Those Registrable Securities as a secondary offering; provided, that prior which are excluded from an underwritten offering pursuant to filing such amendment or New Registration Statement, the Company foregoing provisions of this Section (and all other Registrable Securities held by the selling stockholders) shall be obligated withheld from the market by the Holders thereof for a period, not to use its commercially reasonable efforts exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or effect such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)underwritten offering.
Appears in 1 contract
Samples: Registration Rights Agreement (Imaging Diagnostic Systems Inc /Fl/)
Registration. (a) If at any time after Subject to the six terms and conditions of this Agreement, the Company shall prepare and file, not later than ninety (690) month anniversary of calendar days from the date of this Agreement the Company receives written demand from the Buyers that such registration statement be filed (the “Scheduled Filing Deadline”), with the SEC a request from Holders registration statement on Form S-1 or SB-2 (or, if the Company is then eligible, on Form S-3) under the Securities Act (the “Initial Registration Statement”) for the resale by the Investors of at least twenty-five an amount equal to thirty three percent (2533%) of the outstanding shares of the Common Stock held by non-affiliates on the date of the filing of such registration statement to be issued upon conversion of the Convertible Debentures and the exercise of the Warrants (as defined in the Securities Purchase Agreement). The Company shall cause the Registration Statement to remain effective until all of the Registrable Securities then outstandinghave been sold. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a copy of the Initial Registration Statement to the Investors for their review and comment. In the event that the number of shares of Common Stock registered under the Initial Registration Statement for issuance upon conversion of the Convertible Debentures and/or the Warrants have been fully issued the Company shall prepare and file with the Commission SEC such amendments (including post-effective amendments), supplements to a Registration Statement covering and the resale of all of the Registrable Securities not already covered by an existing and effective prospectus used in connection with such Registration Statement for an offering or a subsequent registration Statement (also referred to be made on as a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement” or “Subsequent Registration Statement”) within thirty (30) calendar days from receipt of notice from the Investor of such deficiency in the number of shares registered (also referred to as a “Scheduled Filing Deadline”). The Investors shall furnish comments on the Initial or Subsequent Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all within twenty-four (24) hours of the Registrable Securities in accordance with receipt thereof from the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Company.
Appears in 1 contract
Samples: Investor Registration Rights Agreement (Deep Field Technologies, Inc.)
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company Holders may reasonably determine specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 S-1, subject to the provisions of Section 2(e), and shall contain (except if otherwise required pursuant to written comments received from the Company is then ineligible to register for resale Commission upon a review of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement) the “Plan of Distribution” section substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a one or more new registration statement statements (a together, the “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available S-1, subject to the Company to register for resale the Registrable Securities as a secondary offeringprovisions of Section 2(e); provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Compliance and Disclosure Interpretation 612.09 with respect to the Securities Act Rule 415, dated Jan. 26, 2009, compiled by the Commission’s Division of Corporation Finance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities represented by holders of Warrant Shares (applied, in the case that some Warrant Shares may be registered, to such Holders on a pro rata basis based on the number of unregistered Warrant Shares held by such Holders), and third by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to such Holders on a pro rata basis based on the number of unregistered Shares held by such Holders), subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares and Warrant Shares held by such Holders. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available S-1, subject to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement Section 2(e) (the “Remainder Registration Statements”).
Appears in 1 contract
Samples: Registration Rights Agreement (Gemphire Therapeutics Inc.)
Registration. (a) If at any time As promptly as possible after the six (6) Closing, and in any event on or prior to the seven-month anniversary of the effective date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingReverse Merger, the Company shall cause the Public Parent to prepare and file with the Commission Commission, (prior to the filing by the Public Parent of any other registration statement after the effective date of the Reverse Merger other than a registration statement for the issuance of securities for cash or a registration statement on Form S-4), a registration statement (the “Registration Statement Statement”) covering the resale of all of the Registrable Securities not already covered by an existing Note Shares and effective Registration Statement all of the Warrant Shares, and such other outstanding shares of Public Parent Common Stock (and outstanding securities convertible, exercisable or exchangeable for Public Parent Common Stock) as the Board of the Public Parent may determine in its discretion. Such registration shall be for an offering to be made on a delayed or continuous basis pursuant to Rule 415 orand each holder of such registrable shares shall be required to provide such information as the Public Parent reasonably requires for inclusion in such Registration Statement and shall sell such registered shares in accordance with the plan of distribution provided in such Registration Statement. The obligations of the Public Parent to include Note Shares and Warrant Shares or any other shares included in such Registration Statement in any such registration shall be subject to the limitations of applicable law (which include comments by the Commission with respect to any such registration statement), if including without limitation, any restriction on the number of such shares so that such offering is not deemed an offering by or on behalf of the Company or other restriction on the use of Rule 415 is not available for offers and sales of the Registrable Securities, by with respect to such other means of distribution of Registrable Securities as the Company may reasonably determine registration statement (the “Initial Registration StatementLimitation”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreementthe Registration Limitation, the Company shall have cause the right Public Parent to include use its equity reasonable efforts to give priority to the Note Shares and the Warrant Shares equal to all other securities that included in the Registration Statement (for example, and without limitation, if by virtue of a Commission comment the number of shares included in the Registration Statement must be reduced, then the number of shares of each holder whose shares are not Registrable Securities, including a primary offering of equity securities included in the Registration Statement would be reduced by the Company for its own account or a secondary offering same percentage, except where, by virtue of equity securities owned by Commission rules and regulations, the Company’s directors shares of different holders would be required to be treated differently and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result different percentages of shares would be accepted by the application of Rule 415, be registered for resale as a secondary offering on a single Commission in such registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).
Appears in 1 contract
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company Holders may reasonably determine specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible or such other form available to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering offering) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of equity securities owned by the Company’s directors and officers, in any such Registration Statement) a “Plan of Distribution” section substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided. Notwithstanding any other provision of this Agreement, that prior and subject to filing the payment of Liquidated Damages in accordance with Section 2(d), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, any such amendment or New Registration Statement, the Company limitation imposed pursuant to this Section 2(a) shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of allocated among the Registrable Securities in accordance with of the SEC GuidanceHolders on a pro rata basis, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). No Holder shall be named as an “underwriter” in any Registration Statement without such Holder’s prior written consent.
Appears in 1 contract
Samples: Registration Rights Agreement (Capricor Therapeutics, Inc.)
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if such form available to the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering offering, subject to the provisions of equity securities owned by Section 2(f), and shall contain (except if otherwise required pursuant to written comments received from the Company’s directors and officers, in any Commission upon a review of such Registration Statement. ) the “Plan of Distribution” section substantially in the form attached hereto as Annex A. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Securities Act Rules Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement and subject to the payment of Liquidated Damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities or other shares of Class A Common Stock permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), the number of Registrable Securities or other shares of Class A Common Stock to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the shares of Class A Common Stock to be included by any Person other than a Holder; and second, the Company shall reduce the number of Registrable Securities to be included by all Holders on a pro rata basis based on the total number of unregistered Registrable Securities held by such Holders, subject to a determination by the Commission that certain Holders must be reduced before other Holders based on the number of Registrable Securities held by such Holders. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). Each Holder may be named as an “underwriter” in any Registration Statement if required by applicable law or by the staff of the Commission; provided, however, that prior to naming a Holder as an underwriter in any Registration Statement, (i) the Company shall use its commercially reasonable efforts to advocate with the Commission against naming such Holder as an underwriter in accordance with Commission rules and regulations and SEC Guidance and (ii) if, despite the Company’s commercially reasonable efforts to advocate with the Commission against naming such Holder as an underwriter, the Commission continues to require that such Holder be named as an underwriter in any Registration Statement, such Holder shall have the right (but not the obligation), prior to being so named, without any penalty to the Company, to either (A) remove itself from such Registration Statement or (B) reduce its number of Registrable Securities included in such Registration Statement such that it shall no longer be required to be named as an underwriter in such Registration Statement.
Appears in 1 contract
Samples: Registration Rights Agreement (Royal Bancshares of Pennsylvania Inc)
Registration. (a) If at any time after The Company agrees with and for the six benefit of the holders of the Warrants that for a period (6the “Registration Period”) month anniversary of commencing on the date which is 120 days following the date of this Agreement issuance of the Warrants and continuing until all Warrant Shares (x) have been sold pursuant to an effective registration statement filed with the Commission pursuant to the provisions of the Securities Act or (y) in the opinion of United States counsel to the Company, may be sold without volume limitations pursuant to Rule 144(e) under the Securities Act, such opinion delivered to the Company receives in substance acceptable to the holders of a request from Holders of at least twenty-five percent (25%) majority of the Registrable Securities Warrants then outstanding, the Company shall prepare and file will have registered with the Commission a Registration Statement or otherwise qualified all Warrant Shares pursuant to the provisions of the Securities Act, and the Company will file such amendments and/or supplements to any registration statement under the Securities Act covering the resale of all such Warrant Shares (in the form of ADSs), and supplement and keep current any prospectus forming a part of such registration statement, as may be necessary to permit the Company to comply with the Securities Act and the rules and regulations thereunder, and to permit the Company to deliver to each holder of Warrants exercising a Warrant a prospectus meeting the requirements of Section 10(a)(3) of the Registrable Securities not already covered by an existing Act and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers otherwise comply therewith; and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (will deliver such prospectus to each such holder of Warrants. During the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this AgreementPeriod, the Company shall have shall, upon the right request of any holder of Warrants that may be required pursuant to the Securities Act to deliver a prospectus in connection with any sale or other disposition of Warrant Shares, include its equity securities that are not Registrable Securities, including a primary offering within the plan of equity securities by distribution section of the Company for its own account or a secondary offering of equity securities owned by the Company’s directors prospectus and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, other places in the event prospectus as may be necessary, all information necessary under the Commission informs Securities Act to enable such holder of Warrants to deliver such prospectus in connection with sales or other dispositions of such Warrant Shares (in the Company that all form of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”ADSs), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, and the Company shall also take such action as may be obligated necessary under the Securities Act with respect to use its commercially reasonable efforts the related registration statement to advocate enable such holder of Warrants to effect such delivery in connection with such sale or other disposition. The Company further agrees to provide any holder of Warrants who during such period may be required to deliver a prospectus upon the Commission for sale or other disposition of such Warrant Shares (in the registration form of all ADSs), such number of copies of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, prospectus as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants such holder of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Warrants reasonably requests.
Appears in 1 contract
Samples: Warrant Agreement (Yingli Green Energy Holding Co LTD)
Registration. (a) If at any time after The Company shall cause the six (6) month anniversary Aircraft to remain duly registered, under the laws of the date United States, in the name of this Agreement the Company receives a request from Holders of except as otherwise required by the Transportation Code; provided that the Loan Trustee shall, at least twenty-five percent (25%) of the Registrable Securities then outstandingCompany’s expense, the Company shall prepare execute and file with the Commission a Registration Statement covering the resale of deliver all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities documents as the Company may reasonably determine request for the purpose of continuing such registration. Notwithstanding the preceding sentence, the Company, at its own expense, may cause or allow the Aircraft to be duly registered under the laws of any foreign jurisdiction in which a Permitted Lessee could be principally based, in the name of the Company or of any nominee of the Company, or, if required by applicable law, in the name of any other Person (and, following any such foreign registration, may cause the “Initial Registration Statement”Aircraft to be re-registered under the laws of the United States). The Initial Registration Statement ; provided that in the case of jurisdictions other than those approved by the Loan Trustee with the consent of a Majority in Interest of Noteholders (i) if such jurisdiction is at the time of registration listed on Exhibit B, the Loan Trustee shall have received at the time of such registration an opinion of counsel to the Company to the effect that (A) this Indenture and the Loan Trustee’s right to repossession thereunder is valid and enforceable under the laws of such country, (B) after giving effect to such change in registration, the Lien of this Indenture shall continue as a valid Lien and shall be on Form S-3 duly perfected in the new jurisdiction of registration and that all filing, recording or other action necessary to perfect and protect the Lien of this Indenture has been accomplished (except or if such opinion cannot be given at such time, (x) the opinion shall detail what filing, recording or other action is necessary and (y) the Loan Trustee shall have received a certificate from a Responsible Officer of the Company that all possible preparations to accomplish such filing, recording and other action shall have been done, and such filing, recording and other action shall be accomplished and a supplemental opinion to that effect shall be promptly delivered to the Loan Trustee subsequent to the effective date of such change in registration), (C) the obligations of the Company under this Indenture shall remain valid, binding and (subject to customary bankruptcy and equitable remedies exceptions and to other exceptions customary in foreign opinions generally) enforceable under the laws of such jurisdiction (or the laws of the jurisdiction to which the laws of such jurisdiction would refer as the applicable governing law) and (D) all approvals or consents of any government in such jurisdiction having jurisdiction required for such change in registration shall have been duly obtained and shall be in full force and effect, and (ii) if such jurisdiction is then ineligible at the time of registration not listed on Exhibit B, the Loan Trustee shall have received (in addition to the opinions set forth in clause (i) above) at the time of such registration an opinion of counsel to the Company to the effect that (A) the terms of this Indenture are legal, valid, binding and enforceable in such jurisdiction (subject to exceptions customary in such jurisdiction, provided that, Indenture and Security Agreement (American Airlines 2013-2 Aircraft EETC) [Reg. No.] subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, and to general principles of equity, any applicable laws limiting the remedies provided in Section 4.02 do not in the opinion of such counsel make the remedies provided in Section 4.02 inadequate for the practical realization of the rights and benefits provided thereby), (B) that it is not necessary for the Loan Trustee to register for resale or qualify to do business in such jurisdiction, (C) that there is no tort liability of the Registrable Securities lender of an aircraft not in possession thereof under the laws of such jurisdiction other than tort liability that might have been imposed on Form S-3, then such lender under the Initial Registration Statement laws of the United States or any state thereof (it being understood that such opinion shall be on Form S-1). Subject waived if insurance reasonably satisfactory to the Loan Trustee is provided, at the Company’s expense, to cover such other limitations as specified in this Agreement, risk) and (D) (unless the Company shall have agreed to provide insurance covering the right to include its equity securities that are not Registrable Securities, including a primary offering risk of equity securities requisition of use or title of the Aircraft by the Company for its own account or a secondary offering government of equity securities owned such jurisdiction so long as the Aircraft is registered under the laws of such jurisdiction) that the laws of such jurisdiction require fair compensation by the Company’s directors and officers, government of such jurisdiction payable in any currency freely convertible into Dollars for the loss of use or title of the Aircraft in the event of requisition by such Registration Statementgovernment of such use or title. The Loan Trustee will cooperate with the Company in effecting such foreign registration. Notwithstanding the registration obligations set forth in this Section 2foregoing, prior to any such change in the event the Commission informs the Company that all country of registry of the Registrable Securities cannotAircraft, the following conditions shall be met (or waived as a result provided in Section 6.01(b) of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).Participation Agreement):
Appears in 1 contract
Samples: Indenture and Security Agreement (American Airlines Inc)
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). ) subject to the provisions of Section 2(f) and shall contain (unless otherwise directed by at least 85% in interest of the Holders or unless otherwise required pursuant to (i) written comments received from the Commission upon a review of such Registration Statement or (ii) a change in SEC Guidance) the “Plan of Distribution” section substantially in the form attached hereto as Annex A. Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 S-1 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Securities Act Rules Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities or other shares of Common Stock permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercial reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), the number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced, if applicable, first, by eliminating any securities other than Registrable Securities included in such Registration Statement and thereafter, on a pro rata basis between the Holders as follows: first, the Company shall reduce the Registrable Securities represented by the Warrant Shares; second, the Company shall reduce the Registrable Securities represented by the Conversion Shares; and third, the Company shall reduce the Registrable Securities represented by the Purchase Shares. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). No Holder shall be named as an “underwriter” in any Registration Statement without such Holder’s prior written consent.
Appears in 1 contract
Samples: Registration Rights Agreement (Apollo Medical Holdings, Inc.)
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company Holders may reasonably determine specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 S-1 (except if the Company is then ineligible or such other form available to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering offering) subject to the provisions of equity securities owned by Section 2(e) and shall contain (except if otherwise required pursuant to written comments received from the Company’s directors and officers, in any Commission upon a review of such Registration Statement) a “Plan of Distribution” section substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 S-1 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) aboveincluding without limitation, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants Manual of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).Publicly Available Telephone Interpretations D.29 and
Appears in 1 contract
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if such form available to the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of equity securities owned by the Company’s directors and officers, in any such Registration Statement. ) the “Plan of Distribution” section substantially in the form attached hereto as Annex A. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities or other shares of Common Stock permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), the number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the shares of Common Stock to be included by any Person other than a Holder; second, the Company shall reduce or eliminate any shares of Common Stock to be included by any Affiliate of the Company; and third, the Company shall reduce the number of Registrable Securities to be included by all other Holders on a pro rata basis based on the total number of unregistered Registrable Securities held by such Holders, subject to a determination by the Commission that certain Holders must be reduced before other Holders based on the number of Registrable Securities held by such Holders; provided that, any reduction of Registrable Securities pursuant to the foregoing will first reduce Warrant Shares. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as reasonably requested and allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). No Holder shall be named as an “underwriter” in any Registration Statement without such Holder’s prior written consent.
Appears in 1 contract
Samples: Registration Rights Agreement (Pacific Financial Corp)
Registration. The Company shall use best efforts to file a registration statement on Form S-1 (aor if eligible to use Form S-3, a registration statement on Form S-3) If at any time after the six (6) month anniversary within one year of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding, Agreement. If the Company shall prepare and not file with the Commission a Registration Statement covering the resale of all such registration statement within one year of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales date of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have hereby grants to the Buyer the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by require the Company for its own account or at any time from and after the one year anniversary of this Agreement to file a secondary offering of equity securities owned by the Company’s directors registration statement on Form S-1 (and officers, in any at such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs time as the Company that all is eligible to use Form S-3, a registration statement on Form S-3) with the SEC covering the resale of the Registrable Securities cannotCommon Shares and the Warrant Shares. The Company also agrees that to the extent it files any registration statement with the SEC, as other than a result of registration statement on Form S-8 or Form S-3, it will prior to filing such registration statement, give the application of Rule 415, be registered for resale as a secondary offering on a single Buyer reasonable written notice in order to permit the Buyer to include in such registration statement, the Company agrees to promptly (i) inform each resale of the Holders thereof Common Shares and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offeringWarrant Shares; provided, however, that prior if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of Common Stock which may be included in such registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to filing such amendment or New Registration Statementfacilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Common Shares and the Warrant Shares with respect to which the Buyer requested inclusion hereunder as the underwriter shall reasonably permit; provided, however, that the Buyer shall not be disproportionately negatively affected as compared to other holders of Company securities to be registered. The Company will file and use its commercially reasonable best efforts to advocate with the Commission for the cause to become effective such registration statement as well as any filings required under any applicable state securities laws or regulations. The Buyer’s right to demand registration of the Common Shares and the Warrant Shares shall not terminate until such time as all of the Registrable Securities in accordance Common Shares and all the Warrants Shares have been registered for resale with the SEC Guidanceand the Buyer has sold or otherwise transferred to Persons not Affiliated with the Buyer all of such Common Shares and Warrant Shares. In All costs related to the event preparation, filing and effectiveness of such registrations, including accounting and legal fees and expenses (including reasonable fees and expenses of counsel for the Company amends Buyer) shall be borne by the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company. The Company will use its commercially reasonable efforts to file enter into an agreement with the CommissionBuyer including customary terms and conditions for any such registration, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)including customary indemnification provisions.
Appears in 1 contract
Samples: Securities Purchase Agreement (Medicine Man Technologies, Inc.)
Registration. (ai) If at any time after the six (6) month anniversary of the date The holder of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company Warrant shall have the right to include its equity securities that are not all of the Warrant Shares (the "Registrable Securities, including a primary offering ") as part of equity any registration of securities filed by the Company for its own account (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or a secondary offering pursuant to Forms S-4 or S-8) and must be notified in writing of equity securities owned by such filing. The holder shall have five (5) business days to notify the Company’s directors and officersCompany in writing as to whether the Company is to include holder's Registrable Securities as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in any such Registration Statement. Notwithstanding the registration obligations set forth whole or in this Section 2part, in the event the Commission informs the Company may require that all of the Registrable Securities cannot, requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as a result the securities other-wise being sold through the underwriters. If in the good faith judgment of the application underwriter of Rule 415, be registered for resale as such offering only a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum limited number of Registrable Securities permitted should be included in such offering, or no such shares should be included, the holder of such Registrable Securities, and any other selling stockholders, shall be reduced, such reduction to be registered applied by excluding (on a pro rata basis) Registrable Securities proposed to be sold by the Commission, on Form S-3 or such holder of this Warrant and shares proposed to be sold by all other form available persons. Those Registrable Securities which are not included in an underwritten offering pursuant to the Company to register for resale the foregoing provisions of this Section (and all other Registrable Securities as held by the selling stockholders) shall be withheld from the market by the Holders thereof for a secondary period, not to exceed ninety (90) days, which the underwriter may reasonably determine-nine is necessary in order to effect such underwritten offering; provided, that prior and the Holder shall sign any agreement to filing this effect requested by such amendment or New Registration Statementunderwriter. Notwithstanding the foregoing provisions, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the may withdraw any registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided statement without incurring any liability to the Company or to registrants holders of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Securities.
Appears in 1 contract
Samples: Global Technovations Inc
Registration. (a) If at any time after Following each Closing, on or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities issued or issuable in connection with the such Closing or any prior Closing not already covered by an existing and effective Registration Statement (other than, in the case of a Registration Statement in connection with the First Closing only, the Delayed Registrable Securities) for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the such Registrable Securities, by such other means of distribution of such Registrable Securities as the Company Holders may reasonably determine specify (collectively, the “Initial Registration StatementStatements”). The Initial Registration Statement Statements shall be on Form S-3 (except if the Company such form that is then ineligible available to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering subject to the provisions of equity securities owned by Section 2(e) and shall contain (except if otherwise required pursuant to written comments received from the Company’s directors and officers, in any Commission upon a review of such Registration Statement) a “Plan of Distribution” section substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities to be registered on an Initial Registration Statement cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the such Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from withdraw such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of the applicable Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the applicable Registrable Securities in accordance with the SEC Guidance, including without limitation, Interpretive Response 612.09 of the Commission’s Securities Act Rules Compliance and Disclosure Interpretations. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of shares of Common Stock permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of shares of Common Stock), unless otherwise directed in writing by a Holder as to its Registrable Securities, the Company shall first remove all Piggyback Securities from such Registration Statement. If, after such removal, the Company is still required to reduce the number of shares of Common Stock registered on such Registration Statement, then the number of applicable Registrable Securities to be registered on such Registration Statement will first be reduced by applicable Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise), second by applicable Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and third by applicable Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Conversion Shares held by such Holders). In the event the Company amends the an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those applicable Registrable Securities that were not registered for resale on the such Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). In addition, in the event that the Commission requires a Holder seeking to resell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of the Holder on such Registration Statement, until such time as the Commission does not require such identification or until the Holder accepts such identification and the manner thereof. If, notwithstanding any such reduction, the Commission still requires that the Holder be specifically identified as an “underwriter” in order to permit such Registration Statement to be declared effective, the Holder may, at its option, elect to have no Registrable Securities of the Holder be included in such Registration Statement; provided that, if the Company has resolved all other comments of the Commission to the Registration Statement on or prior to the Effectiveness Deadline, then as of the date of such election by the Holder, such Registration Statement shall be deemed to have been declared effective as of the Effectiveness Deadline.
Appears in 1 contract
Samples: Registration Rights Agreement (Guided Therapeutics Inc)
Registration. (a) If at any time after during the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingExercise Period, the Company shall determine to prepare and file with the Commission a Registration Statement covering registration statement under the Securities Act of 1933, as amended (the “Securities Act”) relating to either (i) a resale of all shares of common stock or other securities of the Registrable Securities not already covered Company by the selling security holders or, (ii) an underwritten sale of the Company’s securities solely to the extent permitted by the underwriter of the Company’s securities and, subject to existing and effective Registration Statement for an offering contractual obligations of the Company, then the Company shall send to each holder of this Warrant (a “Holder”) a written notice of such determination and, if within fifteen (15) days after the date of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Warrant Shares which such Holder requests to be made registered, subject to customary underwriter cutbacks applicable to all holders of registration rights. Notwithstanding the foregoing, however, such piggyback registration rights are not applicable to: (x) any registration statement (or amendment thereto) filed by the Company but which has not been declared effective on or before the Issue Date; (y) any registration statement on Form S-3 (or any successor form) filed by the Company for the purpose of effecting offers and sales of securities on a continuous or delayed basis pursuant to Rule 415 or, 415(a) (ix) or (x) under the Securities Act; or (z) a registration statement 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 stock option or other employee benefit plans. The foregoing registration rights are further subject to the condition that if Rule 415 is not available for offers at any time after giving written notice of its intention to register any securities and sales prior to the effective date of the Registrable Securities, by registration statement filed in connection with such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreementregistration, the Company shall have the right determine for any reason not to include its equity securities that are not Registrable Securitiesregister or to delay registration of such securities, including a primary offering of equity securities by the Company may, at its election, give written notice of such determination to such Holder and, thereupon, (A) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4.5 hereof), and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 4.1 for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, same period as the delay in any registering such Registration Statementother securities. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statementforegoing, the Company shall not be obligated required to use its commercially reasonable efforts register any Warrant Shares pursuant to advocate with this Section 4.1 that are eligible for resale pursuant to Rule 144(b) promulgated under the Commission for Securities Act or that are the subject of a then effective registration of all statement. For the purpose of the Registrable Securities foregoing, inclusion of the Warrant Shares by the Holder in accordance a registration statement under a condition that the offer and/or sale of such Warrant Shares not commence until a date not to exceed 90 days from the effective date of such registration statement shall be deemed to be in compliance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)this sub-paragraph.
Appears in 1 contract
Samples: Authentidate Holding Corp
Registration. (a) If If, at any time after the six (6) month anniversary of the first date of this Agreement on which the Company receives is eligible to file a request from Holders of at least twenty-five percent registration statement under the Securities Act on Form S-3 (25%) of the Registrable Securities then outstandingor, if applicable, Form SB-2), or such similar or successor form as may be appropriate, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution receive from (i) Holders of Registrable Securities as constituting at least a majority of the total shares of Registrable Securities then owned beneficially or of record by the MassMutual Holders or (ii) Holders of Registrable Securities constituting at least a majority of the total shares of Registrable Securities then owned beneficially or of record by the ARK Holders, a written request (an "S-3 Notice") that the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be effect a registration on Form S-3 (except or, if the Company is then ineligible applicable, Form SB-2), or such similar or successor form as may be appropriate, and any related qualification or compliance with respect to register for resale of the Registrable Securities (the date on Form S-3, then which the Initial Registration Statement shall be on Form S-1Company receives the S-3 Notice being the "S-3 Notice Date"). Subject to such other limitations as specified in this Agreement, the Company shall promptly (but in any event within 5 calendar days) after the S-3 Notice Date, forward a copy of the S-3 Notice to all of the Holders. Each of the Holders will have a period of 20 calendar days after receiving the S-3 Notice from the Company in which to elect to include some or all of such Holder's Registrable Securities in such Registration Statement, provided that the reasonably anticipated aggregate price to the public (net of underwriting discounts and commissions) of such Registrable Securities would exceed $500,000. The Holders shall exercise their right to include its equity securities that are not Registrable Securities, including Securities in such Registration Statement by delivering a primary offering of equity securities by written notice to the Company for its own account or a secondary offering of equity securities owned by within such 20 calendar day period specifying the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted such Holder wishes to be registered by include in such Registration Statement (such electing Holders, together with the Commission, on Form Holders delivering the S-3 or such other form available Notice to the Company to register for resale being the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form "S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”Holders").
Appears in 1 contract
Registration. (a) If at any time after the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other the limitations as specified set forth in this Agreement, if the Company shall have at any time within two (2) years of the right date hereof proposes to include file on its equity behalf and/or on behalf of any of its security holders ("the demanding security holders") a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities that are not Registrable Securitiesto be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, including a primary offering respectively) for the general registration of securities to be sold for cash with respect to its common Stock or any other class of equity securities by security (as defined in Section 3(a)(11) of the Company for its own account or a secondary offering Securities Exchange Act of equity securities owned by 1934) of the Company’s directors and officers, in any it will give written notice to the Holders at least 15 days before the initial filing with the Commission of such Registration Statement. Notwithstanding the registration obligations , which notice shall set forth in this Section 2, in the event the Commission informs the Company that all intended method of disposition of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted proposed to be registered by the CommissionCompany. The notice shall offer to include in such filing the aggregate number of shares of Restricted Shares as Holder may request. If either Holder desires to have Restricted Shares registered under this Section 1, on Form S-3 or such other form available to he shall advise the Company to register in writing within 10 days after the date of receipt of such offer from the Company, setting forth the amount of such Restricted Shares for resale which registration is requested. The Company shall thereupon include in such filing the Registrable Securities as a secondary offering; providednumber of shares of Restricted Shares for which registration is so requested, subject of the following. In the event that prior to filing such amendment the proposed registration by the Company is, in whole or New Registration Statementin part, an underwritten public offering of securities of the Company, the Company shall not be obligated required to use its commercially reasonable efforts include any of the Restricted Shares in such underwriting unless the Holder(s) agree(s) to advocate with accept the Commission for offering on the registration same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration; provided, however, that: (i) if the managing underwriter determines the advises the Company in writing that the inclusion of all Restricted Shares proposed to be included by the Holders in the underwritten public offering and other issued and outstanding shares of Common Stock proposed to be included therein by the persons other than the Holders, the Company and any demanding security holder (the "Other Shares") would jeopardize the success of the Registrable Securities Company's offering, then the Company shall be required to include in accordance with the SEC Guidanceoffering (in addition to the number of shares to be sold by the Company and any demanding security holder) only that number of Restricted Shares that the managing underwriter believes will not jeopardize the success of the Company's offering and the number of Restricted Shares and Other Shares not included in such underwritten public offering shall be reduced pro rata based upon the number of shares of Restricted Shares and Other Shares requested by the holders thereof to be registered in such underwritten public offering; and (ii) in each case all shares of Common Stock owned by the Holders which are not included in the underwritten public offering shall be withheld from the market by the Holder for a period, not to exceed ninety (90) calendar days, which the managing underwriter reasonably determines as necessary in order to effect the underwritten public offering. In the event the Company amends chooses a registration form which limits the Initial Registration Statement or files a New Registration Statement, as size offering either in terms of the case may be, under clauses (i) or (ii) abovenumber of shares of dollar amount, the Company will use its commercially reasonable efforts shall not be required to file with include in the Commission, as promptly as allowed by Commission or SEC Guidance provided offering (in addition to the Company or number of shares to registrants of securities in general, one or more registration statements on Form S-3 or be sold by the Company) Restricted Shares which would exceed such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)limits.
Appears in 1 contract
Samples: Registration Rights Agreement (Specialty Retail Group Inc)
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company Holders may reasonably determine specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement in which case such registration shall be on Form S-1). Subject to such other limitations form available to register for resale the Registrable Securities as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering offering) subject to the provisions of equity securities owned by the Company’s directors and officers, in any such Registration StatementSection 2(d). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).
Appears in 1 contract
Samples: Registration Rights Agreement (Puissance Cross-Border Opportunities II LLC)
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingapplicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered yet registered that are held by an existing and effective Registration Statement Holders that have complied with the provisions of Section 3(k) prior to such date for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”)415. The Initial Such Registration Statement required hereunder shall be on Form S-3 F-3 (except if the Company is not then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company eligible to register for resale the Registrable Securities on Form F-3, in which case such Registration Statement shall be on another appropriate form herewith) and shall contain (except if otherwise directed by the Holders) the "Plan of Distribution" attached hereto as a secondary offering; provided, that prior Annex A. Subject to filing such amendment or New Registration Statementthe terms of this Agreement, the Company shall be obligated to use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the applicable Effectiveness Date, and shall use, subject to Section 6(d), its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period"). Each Holder acknowledges and agrees that the Company shall be permitted to exclude such Holder's Registrable Securities from a Registration Statement if such Holder fails to timely comply with the Company's request for information pursuant to Section 3(k); provided if such Holder provides such information prior to the filing of such Registration Statement the Company shall use commercially reasonable efforts to advocate include such Registrable Securities on such Registration Statement; provided further that this provision does not otherwise waive the Company's obligation to register such Registrable Securities pursuant to the terms hereunder upon such Holder providing the Company with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)required information.
Appears in 1 contract
Registration. (a) If at any time after In connection with the six (6) month anniversary consummation of the date of this Agreement Closing, on or prior to the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall use its reasonable best efforts to prepare and file with the Commission a “Shelf” Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, or if Rule 415 is not available for offers and sales of the Registrable Securities, Securities by such other means of distribution of Registrable Securities as the Company Holders may reasonably determine specify and that is permitted under the Securities Act (such Registration Statement, the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 S-1 or on another appropriate form in accordance herewith, and shall contain (except if otherwise required pursuant to written comments received from the Company is then ineligible to register for resale Commission upon a review of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2, in the event that, with respect to any particular registration, the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees promptly to promptly (i) inform each of the Holders thereof and use its commercially reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from withdraw such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 S-1 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance; provided, further, that the Company shall not, in connection with such amendment or New Registration Statement, agree to name any Holder as an “underwriter” in such amendment or New Registration Statement without the prior written consent of such Holder. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement and the Subscription Agreements (whether pursuant to registration rights or otherwise), second by Registrable Securities represented by holders of Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders) and third by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 S-1 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the any New Registration Statement (the a “Remainder Registration StatementsStatement”).
Appears in 1 contract
Samples: Registration Rights Agreement (Celator Pharmaceuticals Inc)
Registration. The Company shall file with the U.S. Securities and Exchange Commission (a) If at any time the "SEC"), within 10 days following the Approval Date (as defined in the Warrants), a registration statement under the Securities Act covering the resale by the Stockholders of the Warrant Shares (the "Registration Statement"); provided, however, that the Company shall not be required to file the Registration Statement if the Approval Date occurs on or after the six (6) month anniversary date on which the sale of all of the date of this Agreement Warrant Shares without volume limitation pursuant to Rule 144 under the Company receives a request from Holders of at least twenty-five percent Securities Act (25%as such rule may be amended) is permitted or would have been permitted if the holders of the Registrable Securities then outstandingWarrants had acquired their Warrant Shares by exercise of the Warrants pursuant to section 2(b) thereof. If the Registration Statement is not an "automatic shelf registration statement" pursuant to General Instruction D to Form S-3, the Company shall prepare and file with use its reasonable best efforts to cause the Commission a Registration Statement covering to be declared effective by the resale SEC as soon as reasonably practicable. The Company shall cause the Registration Statement to remain effective until the earlier of (i) the date on which the sale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis Warrant Shares without volume limitation pursuant to Rule 415 or, 144 under the Securities Act (as such rule may be amended) is permitted or would have been permitted if Rule 415 is not available for offers and sales the holders of the Registrable Securities, Warrants had acquired their Warrant Shares by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale exercise of the Registrable Securities Warrants pursuant to section 2(b) thereof and (ii) the date on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that which all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statementWarrant Shares have been sold (such earlier date, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”"Termination Date").
Appears in 1 contract
Registration. (a) If at any time after during the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingWarrant Exercise Term, the Company shall determine to prepare and file with the Commission a Registration Statement covering registration statement under the resale Securities Act of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or1933, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine amended (the “Initial Registration StatementSecurities Act”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible ) relating to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary an offering of equity securities by the Company for its own account or the account of others under the Securities Act of any of its equity securities, other than a secondary offering of registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities owned by to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s directors and officersstock option or other employee benefit plans, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs then the Company that all shall send to each holder of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement this Warrant (a “New Registration StatementHolder”)) a written notice of such determination and, if within fifteen (15) days after the date of such notice, any such Holder shall so request in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statementwriting, the Company shall include in such registration statement all or any part of such Warrant Shares which such Holder requests to be obligated registered, subject to use customary underwriter cutbacks applicable to all holders of registration rights, provided that if at any time after giving written notice of its commercially reasonable efforts intention to advocate with register any securities and prior to the Commission for effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of all such securities, the Company may, at its election, give written notice of such determination to such Holder and, thereupon, (A) in the Registrable Securities case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4.5 hereof), and (B) in the SEC Guidancecase of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 4(a) for the same period as the delay in registering such other securities. In Notwithstanding the event foregoing, the Company amends shall not be required to register any Warrant Shares pursuant to this Section 4(a) that are eligible for resale pursuant to Rule 144(b) promulgated under the Initial Registration Statement Securities Act or files that are the subject of a New Registration Statementthen effective registration statement. For the purpose of the foregoing, as inclusion of the case may be, Warrant Shares by the Holder in a registration statement under clauses a condition that the offer and/or sale of such Warrant Shares not commence until a date not to exceed the greater of (i) the expiration of the Lock-Up Period with respect to the Warrant Shares or (ii) above, 90 days from the Company will use its commercially reasonable efforts effective date of such registration statement shall be deemed to file be in compliance with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)this sub-paragraph.
Appears in 1 contract
Samples: Authentidate Holding Corp
Registration. (a) If at any time after during the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingWarrant Exercise Term, the Company shall determine to prepare and file with the Commission a Registration Statement covering registration statement under the resale Securities Act of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or1933, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine amended (the “Initial Registration StatementSecurities Act”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible ) relating to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary an offering of equity securities by the Company for its own account or a secondary offering the account of others under the Securities Act of any of its equity securities owned by the Company’s directors and officerssecurities, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly other than (i) inform each of that certain registration statement on Form S-3 with the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, SEC File No. 333-161220 or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement 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 stock option or other employee benefit plans, then the Company shall send to each holder of this Warrant (a “New Registration StatementHolder”)) a written notice of such determination and, if within fifteen (15) days after the date of such notice, any such Holder shall so request in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statementwriting, the Company shall include in such registration statement all or any part of such Warrant Shares which such Holder requests to be obligated registered, subject to use customary underwriter cutbacks applicable to all holders of registration rights, provided that if at any time after giving written notice of its commercially reasonable efforts intention to advocate with register any securities and prior to the Commission for effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of all such securities, the Company may, at its election, give written notice of such determination to such Holder and, thereupon, (A) in the Registrable Securities case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4.5 hereof), and (B) in the SEC Guidance. In case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 4(a) for the event the Company amends the Initial Registration Statement or files a New Registration Statement, same period as the case may be, under clauses (i) or (ii) abovedelay in registering such other securities. Notwithstanding the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company shall not be required to register any Warrant Shares pursuant to this Section 4(a) that are eligible for resale those Registrable pursuant to Rule 144(b) promulgated under the Securities Act or that were are the subject of a then effective registration statement. For the purpose of the foregoing, inclusion of the Warrant Shares by the Holder in a registration statement under a condition that the offer and/or sale of such Warrant Shares not registered for resale on commence until a date not to exceed 90 days from the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)effective date of such registration statement shall be deemed to be in compliance with this sub-paragraph.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Authentidate Holding Corp)
Registration. (a) If at any time after The holder of this Warrant shall also have the six (6) month anniversary right to include all of the date shares of Common Stock underlying this Warrant (the "Registrable Securities") as part of ANY registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing of such filing; PROVIDED, HOWEVER, that the holder of this Agreement Warrant agrees it shall not have any piggy-back registration rights pursuant to this Section 12(c) if the shares of Common Stock underlying this Warrant may be sold in the United States pursuant to the provisions of Rule 144. The holder of this Warrant shall have five (5) business days to notify the Company receives a request from Holders in writing as to whether the Company is to include Holder or not include Holder as part of at least twenty-five percent (25%) of the registration; PROVIDED, HOWEVER, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities then outstanding, requested for inclusion pursuant to this Section be included in the Company shall prepare underwriting on the same terms and file with conditions as the Commission a Registration Statement covering securities otherwise being sold through the resale of all underwriters. If in the good faith judgment of the Registrable Securities not already covered by an existing and effective Registration Statement for an underwriter evidenced in writing of such offering to be made on only a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution limited number of Registrable Securities should be included in such offering, or no such shares should be included, the Holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the Company proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities held by the selling stockholders) shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine (the “Initial Registration Statement”)is necessary in order to effect such underwritten offering. The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to terminate or withdraw any registration initiated by it under this Section 12(c) prior to the effectiveness of such registration whether or not any Warrant holder elected to include its equity securities that are not Registrable Securities, including a primary offering of equity securities in such registration. All registration expenses incurred by the Company for its own account or a secondary offering of equity securities owned in complying with this Section 12(c) shall be paid by the Company’s directors , exclusive of underwriting discounts, commissions and officers, in any such Registration Statement. Notwithstanding legal fees and expenses for counsel to the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all holders of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Warrants.
Appears in 1 contract
Samples: Registration Rights Agreement (Ecotyre Technologies Inc)
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company Holders may reasonably determine specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible or such other form available to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering offering) subject to the provisions of equity securities owned by Section 2(e) and shall contain (except if otherwise required pursuant to written comments received from the Company’s directors and officers, in any Commission upon a review of such Registration Statement) a “Plan of Distribution” section substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this Section 22 , in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) aboveincluding without limitation, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants Manual of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).Publicly Available Telephone Interpretations D.29 and
Appears in 1 contract
Samples: Registration Rights Agreement (Derma Sciences, Inc.)
Registration. If (abut without any obligation to do so) If at any time after the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible Parent proposes to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account any of its capital stock under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Parent stock plan, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Merger Registrable Securities, or a secondary offering registration in which the only Common Stock being registered Common Stock issuable upon conversion of equity debt securities owned that are also being registered or an SEC Rule 145 transaction), Parent shall, at such time, promptly give the Stockholder Representative written notice of such registration. Upon the written request of the Stockholder Representative given within ten (10) days after mailing of such notice by the Company’s directors and officers, Parent in any such Registration Statement. Notwithstanding the registration obligations set forth in accordance with this Section 26.2(e)(i), in Parent shall, subject to the event the Commission informs the Company that all provisions of the Registrable Securities cannotthis Section 6.2(e), as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted cause to be registered by under the Commission, on Form S-3 or Securities Act in such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the proposed registration of statement all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Merger Registrable Securities that were not registered for resale on the Initial Registration StatementStockholder Representative, as amendedupon behalf of the Holder, has requested to be registered. The provisions of this Section 6.2(e)(i) shall only apply to a proposed registration of Parent’s securities to the extent that the Parent Current Registrable Securities have similar registration rights under Section 1.3 of the Parent Investor Rights Agreement and it is expressly understood and agreed that, to the extent the holders of the Parent Current Registrable Securities (acting alone or in conjunction with Parent), have a right to amend or waive any of the registration rights in the Parent Investor Rights Agreement, such holders shall have (without the consent of the Stockholder Representative or the New Registration Statement (Holders), the “Remainder Registration Statements”right to amend or waive the rights in this Section 6.2(e). In furtherance of the foregoing, any amendment or waiver of registration rights under the Parent Investor Rights Agreement by holders of the Parent Current Registrable Securities, shall constitute an amendment or waiver of the registration rights set forth in this Section 6.2(e).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Fusion-Io, Inc.)
Registration. (a) If at any time Promptly after the six (6) month anniversary of the date of this Agreement Agreement, Ascend ------------ shall (i) file with the Company receives SEC a request from Holders of at least twentyRegistration Statement Form S-3 with respect to one-five percent (25%) third of the Registrable Securities then outstanding, shares of Ascend Common Stock issuable to Holder pursuant to the Company Assumed Options (the "Registration Statement") and shall use its ---------------------- reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable after filing and to keep the Registration Statement effective until the Termination Date (as hereinafter defined); (ii) prepare and file with the Commission a SEC such amendments and supplements to the Registration Statement covering and the resale prospectus used in connection therewith as may be necessary, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in the Registration Statement until the Termination Date (as hereinafter defined); (iii) furnish to Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) in conformity with the requirements of the Registrable Securities not already Act, and such other documents, as Holder may reasonably request in order to effect the offering and sale of the shares of Ascend Common Stock to be offered and sold, but only while Ascend shall be required under the provisions hereof to cause the Registration Statement to remain current; and (iv) use reasonable efforts to register or qualify the shares of Ascend Common Stock covered by an existing and effective the Registration Statement for an offering under the securities or blue sky laws of such jurisdictions as Holder shall reasonably request (provided that Ascend shall not be required in connection therewith or as a condition thereto to be made on qualify to do business or to file a continuous basis pursuant general consent to Rule 415 or, if Rule 415 is not available for offers and sales service of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, process in any such Registration Statementjurisdiction where it has not been qualified). Notwithstanding the registration obligations set forth in For purposes of this Section 23(a), in "Termination Date" means the event the Commission informs the Company that all earlier of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission---------------- December 27, 1998, (ii) remove any the date on which Holder can sell all of the shares of Ascend Common Stock issued to Holder pursuant to the 5 Merger or issuable pursuant to the Assumed Options pursuant to Rule 144 of the SEC under the Securities Act, and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New date on which all such shares of Ascend Common Stock have been resold pursuant to Rule 144 or an effective Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).
Appears in 1 contract
Samples: Registration and Option Stock Trading Agreement (Ascend Communications Inc)
Registration. (a) If at any time after the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingOn or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all 130% of the Registrable Securities not already covered by an existing and effective Registration Statement on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415 or415; provided, however, that if Rule 415 is not available for offers and sales 130% of the Registrable Securities hereunder that are not already registered shall equal or exceed 30% of the issued and outstanding Common Stock of the Company on the actual filing date of a Registration Statement less any shares then held by Affiliates of the Company (the "Registration Cap"), such Registration Statement shall register a number of shares of Common Stock which is equal to the Registration Cap and the remaining Registrable Securities shall be subject to Section 3(c) until all Registrable Securities are registered; provided, further, that upon the written request of Holders of at least 50.1% in interest of the then unregistered Registrable Securities, by such other means of distribution the Company shall use best efforts to register a greater amount of Registrable Securities in any Registration Statement in excess of the Registration Cap, as indicated in the Company may reasonably determine (request by such Holders. In such event, the “Initial number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from the initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 SB-2 (except if the Company is not then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the "Plan of Distribution" attached hereto as a secondary offering; provided, that prior Annex A. Subject to filing such amendment or New Registration Statementthe terms of this Agreement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with cause a Registration Statement to be declared effective under the Commission for Securities Act as promptly as possible after the registration filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period"). The Company shall telephonically request effectiveness of all a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile of the Registrable Securities in accordance with effectiveness of a Registration Statement on the SEC Guidance. In the event same Trading Day that the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file telephonically confirms effectiveness with the Commission, as promptly as allowed which shall be the date requested for effectiveness of a Registration Statement. The Company shall, by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale 9:30 a.m. New York City time on the Initial Registration StatementTrading Day after the Effective Date (as defined in the Purchase Agreement), file a final Prospectus with the Commission as amended, required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or the New Registration Statement (the “Remainder Registration Statements”failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b).
Appears in 1 contract
Registration. (a) If at any time after the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingOn or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all or such portion of the Registrable Securities not already covered as permitted by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine SEC Guidance (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, provided that the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In , including without limitation, the event Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415; provided, however, that if 100% of the Registrable Securities hereunder shall equal or exceed 30% of the issued and outstanding Common Stock of the Company amends (less any shares of Common Stock held by Affiliates of the Initial Registration Statement or files a New Registration Statement, as Company) on the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants actual filing date of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, the Initial Registration Statement shall register a number of shares of Common Stock which is equal to 30% of the issued and outstanding shares of Common Stock of the Company (less any shares of Common Stock held by Affiliates of the Company) on such actual filing date minus 10,000 shares of Common Stock. The remaining Registrable Securities shall be subject to Section 3(c). In such event, the number of Registrable Securities to be registered for each Holder shall be reduced pro-rata among all Holders, and unless otherwise directed in writing by a Holder as amendedto its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders). The Initial Registration Statement shall be on Form S-1 and, to the extent available, any additional Registration Statements that are required shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144(k), as determined by the New Registration Statement counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Remainder Registration StatementsEffectiveness Period”). The Company shall telephonically request acceleration of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day that is no later than five (5) days following receipt of notification by the SEC that they have no further comments. The Company shall immediately notify the Holders via facsimile or by e-mail delivery of a “.pdf” format data file of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 a.m. New York City time on the fourth (4th) Trading Day after the Effective Date, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b).
Appears in 1 contract
Samples: Registration Rights Agreement (China Yida Holding, Co.)
Registration. (a) If at any time after The Company shall cause the six (6) month anniversary Aircraft to remain duly registered, under the laws of the date United States, in the name of this Agreement the Company receives a request from Holders of except as otherwise required by the Transportation Code; provided that the Loan Trustee shall, at least twenty-five percent (25%) of the Registrable Securities then outstandingCompany’s expense, the Company shall prepare execute and file with the Commission a Registration Statement covering the resale of deliver all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities documents as the Company may reasonably determine request for the purpose of continuing such registration. Notwithstanding the preceding sentence, the Company, at its own expense, may cause or allow the Aircraft to be duly registered under the laws of any foreign jurisdiction in which a Permitted Lessee could be principally based, in the name of the Company or of any nominee of the Company, or, if required by applicable law, in the name of any other Person (and, following any such foreign registration, may cause the “Initial Registration Statement”Aircraft to be re-registered under the laws of the United States). The Initial Registration Statement ; provided that in the case of jurisdictions other than those approved by the Loan Trustee with the consent of a Majority in Interest of Noteholders (i) if such jurisdiction is at the time of registration listed on Exhibit B, the Loan Trustee shall have received at the time of such registration an opinion of counsel to the Company to the effect that (A) this Indenture and the Loan Trustee’s right to repossession thereunder is valid and enforceable under the laws of such country, (B) after giving effect to such change in registration, the Lien of this Indenture shall continue as a valid Lien and shall be on Form S-3 duly perfected in the new jurisdiction of registration and that all filing, recording or other action necessary to perfect and protect the Lien of this Indenture has been accomplished (except or if such opinion cannot be given at such time, (x) the opinion shall detail what filing, recording or other action is necessary and (y) the Loan Trustee shall have received a certificate from a Responsible Officer of the Company that all possible preparations to accomplish such filing, recording and other action shall have been done, and such filing, recording and other action shall be accomplished and a supplemental opinion to that effect shall be promptly delivered to the Loan Trustee subsequent to the effective date of such change in registration), (C) the obligations of the Company under this Indenture shall remain valid, binding and (subject to customary bankruptcy and equitable remedies exceptions and to other exceptions customary in foreign opinions generally) enforceable under the laws of such jurisdiction (or the laws of the jurisdiction to which the laws of such jurisdiction would refer as the applicable governing law) and Indenture and Security Agreement (American Airlines 2015-1 Aircraft EETC) [Reg. No.] (D) all approvals or consents of any government in such jurisdiction having jurisdiction required for such change in registration shall have been duly obtained and shall be in full force and effect, and (ii) if such jurisdiction is then ineligible at the time of registration not listed on Exhibit B, the Loan Trustee shall have received (in addition to the opinions set forth in clause (i) above) at the time of such registration an opinion of counsel to the Company to the effect that (A) the terms of this Indenture are legal, valid, binding and enforceable in such jurisdiction (subject to exceptions customary in such jurisdiction, provided that, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, and to general principles of equity, any applicable laws limiting the remedies provided in Section 4.02 do not in the opinion of such counsel make the remedies provided in Section 4.02 inadequate for the practical realization of the rights and benefits provided thereby), (B) that it is not necessary for the Loan Trustee to register for resale or qualify to do business in such jurisdiction, (C) that there is no tort liability of the Registrable Securities lender of an aircraft not in possession thereof under the laws of such jurisdiction other than tort liability that might have been imposed on Form S-3, then such lender under the Initial Registration Statement laws of the United States or any state thereof (it being understood that such opinion shall be on Form S-1). Subject waived if insurance reasonably satisfactory to the Loan Trustee is provided, at the Company’s expense, to cover such other limitations as specified in this Agreement, risk) and (D) (unless the Company shall have agreed to provide insurance covering the right to include its equity securities that are not Registrable Securities, including a primary offering risk of equity securities requisition of use or title of the Aircraft by the Company for its own account or a secondary offering government of equity securities owned such jurisdiction so long as the Aircraft is registered under the laws of such jurisdiction) that the laws of such jurisdiction require fair compensation by the Company’s directors and officers, government of such jurisdiction payable in any currency freely convertible into Dollars for the loss of use or title of the Aircraft in the event of requisition by such Registration Statementgovernment of such use or title. The Loan Trustee will cooperate with the Company in effecting such foreign registration. Notwithstanding the registration obligations set forth in this Section 2foregoing, prior to any such change in the event the Commission informs the Company that all country of registry of the Registrable Securities cannotAircraft, the following conditions shall be met (or waived as a result provided in Section 6.01(b) of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).Participation Agreement):
Appears in 1 contract
Samples: Indenture and Security Agreement (American Airlines Inc)
Registration. (a) If at any time after the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%The Common Stock is registered pursuant to Section 12(b) of the Registrable Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “XXX”, and the Common Shares have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for use of Form S-3 under the Securities then outstandingAct and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement under an automatic shelf registration statement (as defined in Rule 405 under the Act) on Form S-3, and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Sections 13 and 14 of the Exchange Act for a period of more than 12 calendar months. The Company shall prepare and file has filed with the Commission a registration statement on Form S-3 (Registration Statement covering No. 333-188768), which registration statement became effective automatically upon filing pursuant to Rule 462(e) under the resale Securities Act, for the registration under the Securities Act of all an unspecified aggregate amount of Common Stock and other securities, and the Registrable Securities not already covered by an existing and effective Registration Statement for an offering thereof from time to be made on a continuous basis time pursuant to Rule 415 orunder the Securities Act. Such registration statement and the prospectus relating to securities of the Company constituting a part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if Rule 415 any revised prospectus is provided to BNYMCM by the Company for use in connection with the offering of the Common Shares that is not available for offers and sales of the Registrable Securities, required to be filed by such other means of distribution of Registrable Securities as the Company may reasonably determine (pursuant to Rule 424(b) under the Securities Act, the term “Initial Registration Statement”)Prospectus” shall refer to such revised prospectus from and after the time it is first provided to BNYMCM for such use. The Initial Registration Statement shall be on Form S-3 (except if Promptly after the execution and delivery of this Agreement, the Company is then ineligible will prepare and file the Prospectus Supplement relating to register for resale the Common Shares pursuant to Rule 424(b) under the Securities Act, as contemplated by Section 5.01(k) of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1)this Agreement. Subject to such other limitations as specified As used in this Agreement, the Company terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall have the right be deemed to include its equity securities that are not Registrable Securities, including a primary offering of equity securities the filing by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for of any document under the registration of all of Exchange Act after the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement date hereof that is or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts is deemed to file with the Commission, as promptly as allowed be incorporated therein by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)reference.
Appears in 1 contract
Registration. (a) If at any time after On or prior to the six (6) month anniversary of 30th calendar day following the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingClosing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”); provided, however, that if the 30th calendar day following the Closing Date falls on a Saturday, Sunday or other day that the Commission is closed for business, such deadline shall be extended to the next business day on which the Commission is open for business. The Initial Registration Statement shall be on Form S-3 (except if the Company is not then ineligible eligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement in which case such registration shall be on Form S-1). Subject another appropriate form in accordance with the Securities Act) and shall contain (except if otherwise required pursuant to such other limitations as specified in this Agreement, written comments received from the Company shall have the right to include its equity securities that are not Registrable Securities, including Commission upon a primary offering review of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. ) the “Plan of Distribution” attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof holders thereof; (ii) permit counsel of such holders (subject to Section 4, at such holders expense) to review and participate in discussions regarding the Company’s response to the Commission regarding the application of 415 to the Registration Statement, (iii) use its commercially reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (iv) if required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, Commission on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC GuidanceSecurities. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance staff guidance provided to the Company or to registrants of securities in general, one or more registration statements Registration Statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).
Appears in 1 contract
Samples: Registration Rights Agreement (Ziopharm Oncology Inc)
Registration. (a) If at any time after the six Company proposes to file a registration statement under the Act with respect to an offering of its Common Stock (6other than a registration statement on Form S-4 or Form S-8 or any successor or similar forms), whether or not for sale for its own account, then the Company each such time shall give the Holder ten (10) month anniversary business days written notice before the filing thereof, which such notice shall offer the Holder the opportunity to register all of such Holder's Conversion Shares which do not qualify for an exemption from such registration under Rule 144 under the Securities Act of 1933, as amended (the "Act") or a comparable or successor exemption from registration ("Registrable Shares"). The Company shall include in such registration statement all of the date of this Agreement Holder's Registrable Shares with respect to which the Company receives a has received written request from Holders of at least twenty-five percent for inclusion within ten (25%10) of business days after notice has been duly given by the Registrable Securities then outstandingCompany. Notwithstanding the foregoing, the Company shall prepare not be required to include the Holder's Registrable Shares if the managing underwriter or underwriters of such offering determine and file with advise the Commission a Registration Statement covering the resale of all Company that inclusion of the Registrable Securities not already covered by an existing Shares and effective Registration Statement for an offering any other shares having "piggyback" registration rights (the "Other Shares") would likely adversely affect such offering. If the managing underwriter or underwriters determine that a portion of the Registrable Shares and Other Shares may be included in the offering, the Registrable Shares and the Other Shares shall be included in the registration on a pro rata basis (in relation to the number of such Registrable Shares and Other Shares so requested to be made on a continuous basis included in the offering). The Holders acknowledge that nothing contained herein shall require or obligate the Company to cause any registration statement pursuant to Rule 415 which the Holder has exercised its "piggyback" registration rights pursuant to this Exhibit A to become effective or, if Rule 415 is not available for offers and sales declared effective, to maintain the effectiveness of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).
Appears in 1 contract
Samples: Subordinated Note Payable Conversion Agreement (Jalate LTD Inc)
Registration. The Investor shall be entitled to one demand registration right relating to the registration under the Securities Act of the Common Stock issuable upon conversion of the Preferred Stock (the “Restricted Stock”) (a) If at any time within thirty (30) days after the six occurrence of the earlier of (6i) month the first anniversary of the Closing date of this Agreement (ii) the conversion of the Preferred Stock into Common Stock pursuant to the terms of the Term Sheet or (b) at the time at which demand to register other restricted stock of the Company receives a request from Holders of at least twenty-five percent (25%other than employee stock options on Form S-8) of is made by the Registrable Securities then outstandingholders thereof. In addition, the Investor shall have, for a period of three (3) years after the Closing Date, so called “piggy back” registration rights with respect to the Restricted Stock in case the Company undertakes to sell shares of Common Stock in an underwritten public offering pursuant to a registration statement under the Securities Act. Such rights shall prepare be subject to customary limitations imposed by the underwriters, or customary terms and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering conditions to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities mutually agreed upon by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration StatementInvestor. Notwithstanding the registration obligations set forth in this Section 2In addition, in the event the Commission informs an Investor becomes an Affiliate of the Company that all or is deemed an Affiliate of the Registrable Securities cannotCompany, as a result then such Investor shall be entitled to one demand registration right relating to the registration of the application of Rule 415Securities under the Securities Act; provided, however, that such registration shall not be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Investor if the Investor has exercised his registration right pursuant to one of the alternatives set forth above. The Company shall bear all expenses in connection with the Company’s registration of the Securities pursuant to register for resale the Registrable Securities as a secondary offering; this Section 5.3, provided, however, that prior to filing such amendment or New Registration Statement, the Company Investor shall be obligated to use its commercially reasonable efforts to advocate with bear the Commission for the registration costs of all underwriting discounts and selling commissions and similar fees applicable to the sale of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use and fees and expenses of its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)legal counsel and all transfer taxes.
Appears in 1 contract
Samples: Securities Purchase Agreement (Diversified Corporate Resources Inc)
Registration. (a) If at any time after a. On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 S-1 subject to the provisions of Section 2(f) and shall contain (except if otherwise required pursuant to written comments received from the Company is then ineligible to register for resale Commission upon a review of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. ) the “Plan of Distribution” section substantially in the form attached hereto as Annex A. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 S-1 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement and subject to the payment of Liquidated Damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities or other shares of Common Stock permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), the number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced on a pro rata basis. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 S-1 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). No Holder shall be named as an “underwriter” in any Registration Statement without such Holder’s prior written consent.
Appears in 1 contract
Samples: Registration Rights Agreement (First Bancshares Inc /MS/)
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company Holders may reasonably determine specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement in which case such registration shall be on Form S-1). Subject to such other limitations form available to register for resale the Registrable Securities as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering offering) subject to the provisions of equity securities owned by Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Company’s directors and officers, in any Commission upon a review of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).
Appears in 1 contract
Samples: Registration Rights Agreement (Cascadian Therapeutics, Inc.)
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company Holders may reasonably determine specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement in which case such registration shall be on Form S-1). Subject to such other limitations form available to register for resale the Registrable Securities as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering offering) subject to the provisions of equity securities owned by Section 2(e) and shall contain (except if otherwise required pursuant to written comments received from the Company’s directors and officers, in any Commission upon a review of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement and subject to the payment of Additional Interest in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders (or would be held by such Holders if the Convertible Notes held by such Holders were converted), subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).
Appears in 1 contract
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company Investor may reasonably determine specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement in which case such registration shall be on Form S-1). Subject to such other limitations form available to register for resale the Registrable Securities as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering offering) subject to the provisions of equity securities owned by Section 2(e) and shall contain (except if otherwise required pursuant to written comments received from the Company’s directors and officers, in any Commission upon a review of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders Investor thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by the Investor, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities represented by the Shares held by the Investor (or by the Shares that would be held by the Investor if the Convertible Notes were converted). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).
Appears in 1 contract
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a “Shelf” Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 under which no Holder will be deemed an underwriter of the Registrable Securities registered therein, or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company Holders may reasonably determine specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement in which case such registration shall be on Form S-1). Subject to such other limitations form available to register for resale of the Registrable Securities as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering offering) subject to the provisions of equity securities owned by Section 2(f) and shall contain (except if otherwise required pursuant to written comments received from the Company’s directors and officers, in any Commission upon a review of such Registration Statement. ) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subject to subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, or that registration of all the Registrable Securities on a single registration statement would cause any Holder to be deemed an underwriter with respect to such Registrable Securities, the Company agrees to promptly (i) inform each of the Holders holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise), second by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance staff guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).
Appears in 1 contract
Samples: Registration Rights Agreement (Hoku Scientific Inc)
Registration. (a) If If, at any time after the six (6) month anniversary of months from the date hereof, either Dento-Med or National Patent proposes to file a registration statement under the Securities Act of this Agreement 1933, as amended (the Company receives a request from Holders of at least twenty-five percent (25%company proposing to file such registration statement hereinafter called the "Registrant" and the other company hereinafter called the "other Company") of the Registrable Securities then outstanding, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for respect to an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company Registrant for its own account or a secondary offering for the account of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all others of shares of the Registrable Securities cannotRegistrant's common stock (other than a registration statement on forms S-4 or S-8 or any other registration statement pursuant to which the only shares registered are shares underlying, as a result or issued pursuant to, stock options issued in connection with the provision to the Registrant of consulting or similar services), then the Registrant shall in each case give written notice of such proposed filing to the other Company at least 20 days prior to the anticipated filing date, and such notice shall offer the other Company the opportunity to register such number of shares of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments Registrant's common stock issued to the Initial Registration Statement other Company pursuant to this Agreement as required by the Commission, other Company may request (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted shares so requested to be registered by hereinafter called the Commission, on Form S-3 or such other form available to the Company to register for resale the "Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company Securities"). The Registrant shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of include the Registrable Securities in accordance any such registration which is not underwritten and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities to be included in such registration on the same terms and conditions as any similar securities Registrant included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers an opinion to the other Company that the total amount of securities which they and the Registrant and any other persons or entities intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, then the amount of securities to be offered for the account of the other Company shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of securities requested to be offered by the other Company than the fraction of similar reductions imposed on such other persons or entities with respect to the SEC Guidanceamount of securities they request to offer. In the event that any shares of the other Company amends are requested by the Initial Registration Statement or files a New Registration Statement, as other Company to be registered for sale by the Registrant pursuant to the foregoing provision in the case may beof a non-underwritten offering, under clauses or are in fact registered for sale pursuant to an effective registration statement, in the case of an underwritten offering, then the Registrant shall be entitled, on one occasion only, to request in writing that the other Company register any or all of the shares issued to the Registrant pursuant to this Agreement, and the other Company shall then use its best efforts to effect such registration and cause such registration to become effective within a reasonable time, provided that either National Patent or Dento-Med shall be entitled, after six months from the date hereof, on one occasion only, to request in writing that the other company register any or all shares issued to the company making the request pursuant to this Agreement, and the other company shall then use its best efforts to effect such registration and cause such registration to become effective within a reasonable time, provided, however that (i) or these rights shall expire three years from the date hereof, and (ii) aboveshall be effective only if an exemption from registration is not available with respect to a proposed sale by the Registrant of its shares of the other Company's stock. In connection with any registration pursuant to this Section 4(e), the Registrant and the other Company will use its commercially reasonable efforts shall provide to file the other (and if required, to the underwriter) such customary indemnifications as the party to be indemnified shall reasonably request. Dento-Med shall not sell more than 50,000 shares of NPDC Common Stock during any six month period commencing six months from the date hereof except with the Commissionconsent of National Patent. If Dento-Med does not sell all of its 50,000 shares of NPDC Common Stock in any given six-month period, as promptly as allowed it may sell any of its remaining shares (unsold in the prior period) in the next six-month period provided that in no event may Dento-Med sell more than 50,000 shares of NPDC Common Stock in any sixty-day period. National Patent shall not sell more than 300,000 shares of DMI Common Stock during any six month period commencing six months from the date hereof except with the consent of Dento-Med. If National Patent does not sell all of its 300,000 shares of DMI Common Stock in any given six-month period, it may sell any of its remaining shares (unsold in the prior period) in the next six-month period provided that in no event may National Patent sell more than 300,000 shares of DMI Common Stock in any sixty-day period. The restrictions above shall not apply to any shares of DMI Common Stock currently held by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)National Patent.
Appears in 1 contract
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is not then ineligible eligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement in which case such registration shall be on Form S-1). Subject another appropriate form in accordance with the Securities Act) and shall contain (except if otherwise required pursuant to such other limitations as specified in this Agreement, written comments received from the Company shall have the right to include its equity securities that are not Registrable Securities, including Commission upon a primary offering review of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. ) the “Plan of Distribution” attached hereto as Annex A. Notwithstanding the registration obligations set forth in subsections (a), (b), (c) and (e) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, Commission and/or (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, Commission on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC GuidanceSecurities. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance staff guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).
Appears in 1 contract
Samples: Registration Rights Agreement (Cti Industries Corp)
Registration. (a) If at any time after On or prior to the six (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingFiling Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or415, or if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company Holders may reasonably determine specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement in which case such registration shall be on Form S-1another appropriate form in accordance with Section 2(e). Subject ) and shall contain (except if otherwise required pursuant to such other limitations as specified in this Agreement, written comments received from the Company shall have the right to include its equity securities that are not Registrable Securities, including Commission upon a primary offering review of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. ) the “Plan of Distribution” section substantially in the form attached hereto as Annex A. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and holders thereof, (ii) use its commercially reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement Commission and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (iii) or (iiiii) above, the Company will use its commercially reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).
Appears in 1 contract
Samples: Registration Rights Agreement (Titan Pharmaceuticals Inc)
Registration. (a) If B&G Foods proposes to register any of its XXXx (or shares of Class A Common Stock or Senior Subordinated Notes comprising the XXXx) under the Securities Act (other than a registration (i) on Form S-8 or S-4 or any successor or similar forms or (ii) relating to XXXx, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject to the provisions of Section 2.1(b) hereof, give prompt written notice at least concurrently with the initial filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”). Upon the written request of any Relevant Shareholder made within 15 days after the receipt of notice from B&G Foods (which request shall specify the amount and kinds of Registrable Securities intended to be disposed of by such Relevant Shareholders), B&G Foods will use its best efforts to effect the registration under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required to permit the disposition of such Registration Securities to be so registered; provided that (y) if such registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock pursuant to this Section 2.1(a) and prior to the six (6) month anniversary effective date of the date registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of this Agreement the Company receives a request from Holders its obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of at least twenty-five percent (25%) of the Registrable Registration Securities then outstanding, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering requested to be made on a continuous basis registered pursuant to Rule 415 or, if Rule 415 is not available for offers this Section 2.1 and sales of the Registrable Securities, by such other means of distribution Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Holders” and all Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted sought to be registered by the Commissionsuch Holders pursuant to this Section 2.1 or by a BRS Entity, on Form S-3 a Canterbury Entity, a CIT Entity or such other form available a Demand Transferee pursuant to the Company Section 2.2 are referred to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New “Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration StatementsSecurities.”).
Appears in 1 contract
Registration. (a) If at any time after The Holder of this Warrant shall have the six (6) month anniversary right to include all of the date shares of Common Stock underlying this Warrant (the "Registrable Securities") as part of any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8) and must be notified in writing of such filing; provided, however, that the holder of this Agreement Warrant agrees it shall not have any piggy-back registration rights pursuant to this Section 12(c) if the shares of Common Stock underlying this Warrant are freely tradable in the United States pursuant to the provisions of Regulation D. Hxxxxx xxxll have five (5) business days to notify the Company receives a request from Holders in writing as to whether the Company is to include Holder or not include Holder as part of at least twenty-five percent (25%) of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities then outstanding, requested for inclusion pursuant to this Section be included in the Company shall prepare underwriting on the same terms and file with conditions as the Commission a Registration Statement covering securities otherwise being sold through the resale of all underwriters. If in the good faith judgment of the Registrable Securities not already covered by an existing and effective Registration Statement for an underwriter evidenced in writing of such offering to be made on only a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution limited number of Registrable Securities should be included in such offering, or no such shares should be included, the Holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the Company proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities held by he selling stockholders) shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine (the “Initial Registration Statement”)is necessary in order to effect such underwritten offering. The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to terminate or withdraw any registration initiated by it under this Section 12(c) prior to the effectiveness of such registration whether or not any Warrant holder elected to include its equity securities that are not Registrable Securities, including a primary offering of equity securities in such registration. All registration expenses incurred by the Company for its own account or a secondary offering of equity securities owned in complying with this Section 12(c) shall be paid by the Company’s directors , exclusive of underwriting discounts, commissions and officers, in any such Registration Statement. Notwithstanding legal fees and expenses for counsel to the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all holders of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Warrants.
Appears in 1 contract
Samples: Sciclone Pharmaceuticals Inc
Registration. (a) If at any time after The Company agrees to register the six (6) month anniversary shares of Common Stock underlying this Warrant pursuant to the terms of the date Agreement and the Registration Rights Agreement dated October _____, 1998. In addition to the foregoing, the Holder of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company Warrant shall have the right to include its equity securities that are not all of the shares of Common Stock underlying this Warrant (the "Registrable Securities, including a primary offering ") as part of equity any registration of securities filed by the Company for its own account (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or a secondary offering pursuant to Form S-8) and must be notified in writing of equity securities owned by such filing. Holder shall have five (5) business days to notify the Company’s directors and officersCompany in writing as to whether the Company is to include Holder or not include Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in any such Registration Statement. Notwithstanding the registration obligations set forth whole or in this Section 2part, in the event the Commission informs the Company may require that all of the Registrable Securities cannot, requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as a result the securities otherwise being sold through the underwriters. If in the good faith judgment of the application underwriter evidenced in writing of Rule 415, be registered for resale as such offering only a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum limited number of Registrable Securities should be included in such offering, or no such shares should be included, the Holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the Commission, on Form S-3 or underwriter in such other form available offering bears to the Company total number of all shares then held by all selling stockholders desiring to register for resale the participate in such offering. Those Registrable Securities as a secondary offering; provided, that prior which are excluded from an underwritten offering pursuant to filing such amendment or New Registration Statement, the Company foregoing provisions of this Section (and all other Registrable Securities held by the selling stockholders) shall be obligated withheld from the market by the Holders thereof for a period, not to use its commercially reasonable efforts exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or effect such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)underwritten offering.
Appears in 1 contract
Samples: Credit Agreement (Imaging Diagnostic Systems Inc /Fl/)
Registration. (a) If at any time after the six (6) six-month anniversary date of this Agreement, the Company shall receive from one or more Holders a written request (a “Shelf Request”) that the Company register pursuant to Rule 415(a)(1)(i) under the Securities Act (or any successor rule with similar effect) a delayed offering of Registrable Securities, equal to at least 5% of the Voting Stock of the Company outstanding on the date of this Agreement such Shelf Request (or, if the aggregate number of Registrable Securities held by all Holders on such date is less than 5% of such Voting Stock, then such number), then the Company receives a request from Holders of at least twenty-five percent (25%) shall use its reasonable efforts to cause the offer and sale of the Registrable Securities then outstandingspecified in such Shelf Request to be registered as soon as reasonably practicable and, the Company in connection therewith, shall prepare and file with the Commission SEC as soon as practicable after receipt of such Shelf Request, a shelf registration statement on Form S-3 relating to such Registrable Securities, if such Form S-3 (or any successor form thereof) is available for use by the Company, to effect such registration (a “Shelf Registration Statement”); provided, however, that each such Shelf Request shall (i) name each of the Holders making such Shelf Request, (ii) specify the number of Registrable Securities intended to be offered and sold by such Holders pursuant thereto, (iii) express the intention of each such Holder to offer or cause the offering of such Registrable Securities pursuant to such Shelf Registration Statement covering on a delayed basis in the resale of all future, (iv) describe the nature or method of the proposed offer and sale of such Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 orsuch Shelf Registration Statement, if Rule 415 is and (v) contain an undertaking of each such Holder to provide all such information and materials and take all such actions as may be required in order to permit the Company to (A) comply with all applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder, and (B) obtain any desired acceleration of the effective date of such Shelf Registration Statement. The Holders shall not available for be entitled to make more than one Shelf Request during any 365-day period. Any offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The Initial pursuant to a Shelf Registration Statement shall be on Form S-3 (except if the Company is then ineligible made only pursuant to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Tranche Request.
Appears in 1 contract
Samples: Rights and Restrictions Agreement (Greenbrier Companies Inc)
