Common use of Request for Resale Registration Clause in Contracts

Request for Resale Registration. If the Company shall receive at any time after one (1) year after the date of this Agreement, a written request from one or more Holders that the Company file a registration statement under the Securities Act of the Registrable Securities then outstanding, then the Company shall prepare and file with the Commission a Registration Statement covering the resale of such Registrable Securities as would permit or facilitate the sale and distribution of all such Registrable Securities in the manner reasonably requested by the Holders; provided that Purchaser shall be entitled to no more than two demand registrations pursuant to this Section 2, and that in any event no more than one demand may be made in any twelve month period. The Registration Statement 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 with the Securities Act and the rules promulgated thereunder). The Company shall (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement and (ii) use its reasonable best efforts to cause the 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 Effective Date, and to keep such Registration Statement continuously effective under the Securities Act until 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 determined by the counsel to the Company pursuant to a written opinion letter addressed to the Company's transfer agent to such effect (the "EFFECTIVE PERIOD").

Appears in 1 contract

Samples: Registration Rights Agreement (Viisage Technology Inc)

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Request for Resale Registration. If the Company shall receive at any time after one (1) year after the date of this Agreement, a written request (“Registration Request”) from one or more Holders that the Company file a registration statement under the Securities Act of the with respect to Registrable Securities then outstandingof such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least One Million Dollars ($1,000,000), then the Company shall prepare and file with the Commission a Registration Statement covering the resale of such Registrable Securities as would permit or facilitate the sale and distribution of all such Registrable Securities in the manner reasonably requested by the Holders; provided that Purchaser shall be entitled to no more than two demand registrations pursuant to this Section 2, and that in any event no more than one demand may be made in any twelve month period. The Registration Statement 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 with the Securities Act and the rules promulgated thereunder). The Company shall (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement and (ii) use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior within 120 days after the date of the Registration Request (180 days if the Registration Statement is reviewed by the Commission with respect to the Effective Dateavailability of Rule 415), and to keep such Registration Statement continuously effective under the Securities Act until not exceeding the earlier of (x) one year from the Effective Date, (y) 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 determined by the counsel to the Company pursuant to a written opinion letter addressed to the Company's ’s transfer agent to such effect (the "EFFECTIVE PERIOD"“Effective Period”).

Appears in 1 contract

Samples: Registration Rights Agreement (Nexxus Lighting, Inc.)

Request for Resale Registration. If the Company shall receive at any time after one (1) year after the delivery date of this AgreementRegistrable Securities pursuant to the Level 1 Performance Share Award or the Level 2 Performance Share Award (a “Delivery Date”), a written request (“Registration Request”) from one or more Holders any Holder that the Company file a registration statement under the Securities Act of the with respect to Registrable Securities then outstandingof such Holders having an anticipated aggregate offering price, then net of selling expenses, of at least One Million Dollars ($1,000,000), then, subject to the terms and conditions set forth in this Amendment, the Company shall use its reasonable best efforts to prepare and file with the Commission a Registration Statement covering the resale of such Registrable Securities as would permit or facilitate the sale and distribution of all such Registrable Securities in the manner reasonably requested by the such Holders; provided that Purchaser shall . Only one Registration Request may be entitled to no more than two demand registrations delivered pursuant to this Section 2, and that in any event no more than one demand may be made in any twelve month periodAmendment. The Registration Statement 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 with the Securities Act and the rules promulgated thereunder). The Company shall (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement and (ii) use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to within 180 days after the Effective Datedate of the Registration Request, and to keep such Registration Statement continuously effective under the Securities Act until not exceeding the earlier of (x) one year from the Effective Date, (y) 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) 144 as determined by the counsel to the Company pursuant to a written opinion letter addressed to the Company's ’s transfer agent to such effect (the "EFFECTIVE PERIOD"“Effective Period”).

Appears in 1 contract

Samples: Performance Share Award Agreement (Diligent Board Member Services, Inc.)

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Request for Resale Registration. If the Company shall receive at any time after one (1) year after the date of this Agreement, a written request from one or more Holders that the Company file a registration statement under the Securities Act of the Registrable Securities then outstanding, then the Company shall prepare and file with the Commission a Registration Statement covering the resale of such Registrable Securities as would permit or facilitate the sale and distribution of all such Registrable Securities in the manner reasonably requested by the Holders; provided that Purchaser shall be entitled to no more than two demand registrations pursuant to this Section 2, and that in any event no more than one demand may be made in any twelve month period. The Registration Statement 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 with the Securities Act and the rules promulgated thereunder). The Company shall (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement and (ii) use its reasonable best efforts to cause the 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 Effective Date, and to keep such Registration Statement continuously effective under the Securities Act until 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 determined by the counsel to the Company pursuant to a written opinion letter addressed to the Company's ’s transfer agent to such effect (the "EFFECTIVE PERIOD"“Effective Period”).

Appears in 1 contract

Samples: Registration Rights Agreement (Viisage Technology Inc)

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