Requested Registration Sample Clauses
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Requested Registration. (a) If the Company shall receive from Initiating Holders, at any time or times after the earlier of (i) three (3) years after the date hereof or (ii) six (6) months after the effective date of the registration statement for the Initial Public Offering, a written request that the Company effect any registration with respect to all or a part of the Registrable Securities, the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) exceed $30,000,000, the Company shall:
(i) within ten (10) days of receipt thereof, give written notice of the proposed registration to all other Holders; and
(ii) as soon as practicable, and in any event within sixty (60) days of receipt of such request, file a registration statement covering such Registrable Securities of the Initiating Holders as are specified in such request, together with the Registrable Securities of other Holders joining in such request as are specified in a written request received by the Company within ten (10) days after such written notice from the Company is given, and use commercially reasonable efforts to effect such registration.
(b) The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.3:
(i) after the Company has effected two (2) such registrations pursuant to this Section 1.3 (counting for these purposes only registrations which have been declared or ordered effective and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.6 hereof and would, absent such election, have been required to bear such expenses);
(ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or
(iii) if the Initiating Holders propose to dispose of Registrable Securities which may be registered on Form S-3 pursuant to a request made under Section 1.5 hereof.
(c) If the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be materi...
Requested Registration. Until April 26, 2001 or the date that all of the shares of ▇▇▇▇▇▇▇ common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject to the following provisions a Shareholder may request that ▇▇▇▇▇▇▇ register all or a portion of his Registrable Securities. If ▇▇▇▇▇▇▇ shall receive a written request from one or more Shareholders that ▇▇▇▇▇▇▇ effect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then ▇▇▇▇▇▇▇ will, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by ▇▇▇▇▇▇▇ within ten (10) days from the date of the notice by ▇▇▇▇▇▇▇ to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, ▇▇▇▇▇▇▇ will, as soon as practicable, use reasonable efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and ▇▇▇▇▇▇▇ shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. ▇▇▇▇▇▇▇: (i) shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if ▇▇▇▇▇▇▇ is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in ...
Requested Registration. If the Company shall receive from the Initiating Holders a written request that the Company file a registration statement for (i) at least 75% of the Registrable Securities, (ii) at least 60% of the Series E Registrable Securities, or (iii) Novation Registrable Securities having a current market value of at least $30 million, and in the case of clause (i) or (ii) the aggregate gross proceeds of which registration would equal or exceed $20,000,000 (any such notice, an "INITIATION NOTICE"), then the Company will:
(A) within ten days of the receipt by the Company of the Initiation Notice, give written notice of the proposed registration, qualification or compliance to all other Holders (the notice in this Section 4.1(a)(i) and in Section 4.2(a)(i), each called the "REGISTRATION NOTICE"); and
(B) use its best efforts to effect, as soon as practicable and in any event within ninety (90) days after receipt of the Initiation Notice, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 days after receipt of the Registration Notice from the Company; Provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 4.1:
(1) Prior to January 24, 2001.
(2) In any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance;
(3) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of any registration statement for the securities of the Company, and ending (except as provided below) on the date six (6) months immediately following the effective date of any registration statement pertaining to securities of the Company, provided that the Company is actively employing in good faith all rea...
Requested Registration. The Company shall give prompt written notice of each Requested Registration to all other holders of record of Registrable Securities, and thereupon the Company shall use its best efforts to effect the registration under the Securities Act so as to permit promptly the sale, in accordance with the intended method of distribution, of the Registrable Securities which the Company has been so requested to register in the Requested Registration and all other Registrable Securities which the Company has been requested to register by the holders thereof by written request given to the Company within 30 days after the giving of such written notice by the Company.
Requested Registration. (a) At any time after nine months from the Closing Date, in case the Company shall receive from an Initiating Holder a written request that the Company effect any registration with respect to all, and not less than all, of the Registrable Securities, the Company shall:
(i) promptly give written notice of the proposed registration to all other Holders; and
(ii) as soon as practicable use its best efforts to register (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with federal government requirements) the sale and distribution of the Registrable Securities as specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders as are specified in a written request given within ten (10) business days after receipt of such written notice from the Company; provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 4.2:
(A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; or
(B) After the Company has effected one (1) such registration pursuant to this Section 4.2 and such registration has been declared or ordered effective and the sales of such Registrable Securities shall have closed. Subject to the foregoing clauses (A) and (B), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as is practicable after receipt of the request or requests of the Initiating Holder(s); provided, however, that if the Company shall furnish to such Holder(s) a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore appropriate to defer the filing of such registration statement, provided that during such time the Company shall be permitted to defer for not more than ninety (90) days the filing of such registration statement; provided that the Compan...
Requested Registration i. Subject to the other provisions of this Agreement, Shareholder shall have the right (a "Request Right") to require the Company to effect an aggregate of three registrations with respect to the Registrable Shares (each such registration being a "Requested Registration"). (The Company is required to effect a total of only three Requested Registrations pursuant to this Section 2(a) notwithstanding that Registrable Shares may have been transferred to one or more Permitted Transferees.) To effect a Requested Registration, Shareholder shall make a written request (a "Request Notice") to the Company which shall describe in detail the contemplated sale of Registerable Securities, including the number of Registerable Securities to be registered. The Company shall be entitled to include in any Requested Registration shares of Common Stock to be sold by holders of either Common Stock or rights to acquire Common Stock to whom the Company has previously granted or in the future does grant any registration rights and shares of Common Stock to be sold by the Company for its own account, provided that such inclusion shall not limit the number of Registrable Shares included in such Registration Statement.
ii. Shareholder may revoke its Request Notice in the event of a Cutback Registration that would limit the total number of Registrable Shares that can be sold pursuant to such Requested Registration to a number that is less than 90% of the number of the Registrable Shares specified to be sold in the Request Notice.
iii. The Company shall, as soon as practicable, but in no event more than 120 days after receipt of a Request Notice, file a Registration Statement covering the Registrable Shares to be included in the registration requested by such Request Notice and cause such Registration Statement to become effective as soon as practicable thereafter.
Requested Registration. 2 2.2. Company Registration............................................. 3 2.3. Form S-3 Registration............................................ 4 2.4.
Requested Registration. The following registration rights will apply if, and only if, at any time prior to the termination of this Agreement, Regulation S promulgated under the Securities Act is rescinded or modified so as to preclude Initiating Holders from reselling in United States public securities markets Shares received from the Company pursuant to the Agreement and the Preferred Stock following expiration of the Restricted Period (as defined in the Agreement), or if, for any other reason, the Company refuses or is unable to issue Shares at the times required by the Agreements bearing no restrictive legend to Initiating Holders after expiration of the Restricted Period; provided, however, that no Investor shall not be entitled to request registration pursuant to this Agreement (and such Investor shall not be considered an Initiating Holder pursuant to this Agreement, and the securities held by such Investor shall not be considered Registrable Shares pursuant to this Agreement) if a representation or warranty of such Investor in the Subscription Agreement is inaccurate or was inaccurate when made, or such Investor has failed to comply with the covenants and agreements of such Investor set forth in the Subscription Agreement:
Requested Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration with respect to the resale by the ADS Shareholders of their shares of Registrable Securities, the Company will: (1) promptly give written notice of the proposed registration to all other ADS Shareholders; and (2) 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) as may be so requested and as would permit or facilitate the sale and distribution by the ADS Shareholders of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any ADS Shareholder or ADS Shareholders joining in such request by delivering a written notice to such effect to the Company within twenty days after the date of such written notice from the Company.
Requested Registration. (a) Subject to the conditions set forth in this Section 1.2, if the Company shall receive from any Holder or Holders of not less than fifty percent (50%) of the Registrable Securities a written request that the Company effect any registration with respect to all or a part of the Registrable Securities (such request shall state the number of shares of Registrable Securities to be disposed of by such Holder or Holders), the Company will:
(1) promptly give written notice of the proposed registration to all other Holders; and
(2) as soon as practicable, file as expeditiously as reasonably possible, and in any event no later than ninety (90) days following the receipt of such written request, and use its commercially reasonable efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and to permit or facilitate the sale and distribution of all of such Registrable Securities as are specified in such request, together with all of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after such written notice from the Company is mailed or delivered.