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 reasonable efforts to cause such registration statement to become effective, and, provided, further, that the standstill period in this clause (3) shall not apply to a registration regarding a transaction described in subsection (a) of Rule 145 as promulgated under the Securities Act ("RULE 145") or with respect to securities issued or issuable under an employee benefit plan or other similar plan or agreement; (4) After the Company has effected two (2) such registrations requested by holders of at least 60% of the Series E Initiating Holders, three (3) such registrations requested by holders of the Novation Registrable Securities, and two (2) additional registrations pursuant to this Section 4.1(a), and such registrations have been declared or ordered effective. The Company shall not be obligated to effect more than one such registration requested by the holders of the Novation Registrable Securities in any twelve month period. (5) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 4.1 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company shall not exercise such right more than once in any twelve (12) month period.
Appears in 3 contracts
Sources: Registration Rights Agreement (Vha Inc), Common Stock and Warrant Agreement (Neoforma Com Inc), Common Stock and Warrant Agreement (Neoforma Com Inc)
Requested Registration. If In case the Company shall receive from the Investors holding rights to a majority of the Registrable Securities (“Initiating Holders Holders”) a written request that the Company file a registration statement for effect any registration, qualification or compliance with respect to Registrable Securities, the Company will: (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, promptly give written notice of the proposed registration, qualification or compliance to all other Holders Investors; and (the notice in this Section 4.1(a)(iii) and in Section 4.2(a)(i)as soon as practicable, 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, effect 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 Investor or Holders Investors joining in such request as are specified in a written request received by the Company within 20 twenty (20) days after receipt of the Registration Notice such written notice from the Company; Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 4.12:
(1A) Prior to January 24, 2001.
(2) In 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, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(3B) During during the period starting with the date sixty (60) days prior to the Company's ’s estimated date of filing of any registration statement for the securities of the Companyof, and ending (except as provided below) on the date six (6) months immediately following the effective date of of, any registration statement pertaining to securities of the CompanyCompany (other than a registration of securities in a Rule 145 transaction, or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective, and, provided, further, that the standstill period in this clause (3) shall not apply to a registration regarding a transaction described in subsection (a) of Rule 145 as promulgated under the Securities Act ("RULE 145") or with respect to securities issued or issuable under an employee benefit plan or other similar plan or agreement;; or
(4C) After after the Company has effected two (2) such registrations requested by holders of at least 60% of the Series E Initiating Holders, three (3) such registrations requested by holders of the Novation Registrable Securities, and two (2) additional registrations in any twelve month period pursuant to this Section 4.1(a)2, and such registrations have been declared or ordered effective. Subject to the foregoing clauses (A) through (C), the Company shall cause Technest to prepare and file a Registration Statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders, but in any event within one hundred eighty (180) days of such request or requests (the “Filing Date”). The Company shall not be obligated to effect more than one such registration requested by the holders of the Novation Registrable Securities in any twelve month period.
(5) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 4.1 shall be deferred cause the Registration Statement relating to the Registrable Securities for which a period not request for registration has been made to exceed ninety become effective within two hundred seventy (90270) days after the Filing Date (“Effective Date”). Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Technest Common Stock as may become issuable to prevent dilution resulting from the date of receipt of written request from the Initiating Holders; providedstock splits, however, that the Company shall not exercise such right more than once in any twelve (12) month periodor stock dividends.
Appears in 1 contract
Sources: Registration Rights Agreement (Markland Technologies Inc)
Requested Registration. If the Company shall receive from the Initiating Holders a written request that the Company file a registration statement for the shares of such Initiating Holders in which the anticipated aggregate proceeds of which net of underwriting discounts and commissions would equal or exceed: (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) 20,000,000 if no registered public offering has occurred or (ii) the aggregate gross proceeds of which registration would equal or exceed $20,000,000 (any such notice5,000,000 if a registered public offering has occurred, an "INITIATION NOTICE"), then the Company will:
(A1) within ten days of the receipt by the Company of the Initiation Noticesuch 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")Holders; and
(B2) use its best efforts to effect, as soon as practicable and in any event within ninety sixty (9060) days after receipt of the Initiation Noticedays, use its best efforts to effect 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 such written 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 4.1:4(a):
(1a) Prior to January 24the earlier of (i) date six (6) months following the effective date of the Company’s first registered public offering of its stock, 2001.pursuant to a firm commitment underwritten offering or (ii) December 31, 2002;
(2b) 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 compliancecompliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(3c) During the period starting with the date sixty (60) days prior to the Company's ’s estimated date of filing of of, and ending on the date three (3) months immediately following the effective date of, any registration statement for the pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan, in which case there shall be no such limitation on the Company’s obligation, and ending (except as provided below) or with respect to the Company’s first registered public offering of its stock in which case the period shall end on the date six (6) months immediately following the effective date of any registration statement pertaining to securities of the Companydate), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective, and, provided, further, that the standstill period in this clause (3) shall not apply to a registration regarding a transaction described in subsection (a) of Rule 145 as promulgated under the Securities Act ("RULE 145") or with respect to securities issued or issuable under an employee benefit plan or other similar plan or agreement;
(4d) After the Company has effected two (2) such registrations requested by holders of at least 60% of the Series E Initiating Holders, three (3) such registrations requested by holders of the Novation Registrable Securities, and two (2) additional registrations pursuant to this Section 4.1(a), 4(a)(i) and such registrations have been declared or ordered effective. The Company shall not be obligated to effect more than one such registration requested by effective and the holders of the Novation Registrable Securities in any twelve month period.securities offered thereunder have been sold; and
(5e) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company's ’s obligation to use its best efforts to register, qualify or comply under this Section 4.1 4(a) shall be deferred for a period not to exceed ninety (90) 90 days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company shall not exercise such right more than once in any twelve (12) twelve-month period. Subject to the foregoing clauses (a) through (e), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable and in any event within sixty (60) days after receipt of the request or requests of the Initiating Holders.
Appears in 1 contract
Requested Registration. If (a) In case the Company shall receive from at any time after the Initiating Holders earlier of (i) September 1, 2004 and (ii) six (6) months after the effective date of the first registration statement filed by the Company covering an offering of any of its securities to the public, a written request from Holders ("Initiating Holders") that the Company file a registration statement for (i) effect any registration, qualification or compliance with respect to at least 75% forty percent (40%) of the Registrable Securities, Securities (ii) at least 60% or any lesser number of Registrable Securities if the Series E anticipated aggregate offering price to the public from the proposed sale of such Registrable Securities, or (iii) Novation Registrable Securities having a current market value net of at least $30 millionunderwriting discounts and commissions, 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"8,000,000), then the Company will:
(Ai) within ten days of the receipt by the Company of the Initiation Notice, promptly 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")Holders; and
(Bii) as soon as practicable, use its best efforts to effect, as soon as practicable and in any event within ninety (90) days after receipt of the Initiation Notice, effect 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 twenty (20) days after receipt of the Registration Notice such written notice from the Company; Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 4.11.2:
(1) Prior to January 24, 2001.
(2A) 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 compliancecompliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Act;
(3B) 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 Companyof, and ending (except as provided below) on the date six one hundred eighty (6180) months days immediately following the effective date of of, any registration statement pertaining to securities of the CompanyCompany (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective, and, provided, further, that the standstill period in this clause (3) shall not apply to a registration regarding a transaction described in subsection (a) of Rule 145 as promulgated under the Securities Act ("RULE 145") or with respect to securities issued or issuable under an employee benefit plan or other similar plan or agreement;
(4C) After the Company has effected two (2) such registrations requested by holders of at least 60% of the Series E Initiating Holders, three (3) such registrations requested by holders of the Novation Registrable Securities, and two (2) additional registrations pursuant to this Section 4.1(a1.2(a), and such registrations have been declared or ordered effective. The Company shall not be obligated to effect more than one such registration requested by the holders of the Novation Registrable Securities in any twelve month period.; or
(5D) If the Company shall furnish to such Holders a certificate signed by the President Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders shareholders for a registration statement to be filed in the near futureat such time, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 4.1 1.2 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company may only defer one registration pursuant to this Section 1.2(a)(ii)(D) in any twelve month period. Subject to the foregoing clauses (A) through (D), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders.
(b) In the event that a registration pursuant to Section 1.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 1.2(a)(i). In such event, the right of any Holder to registration pursuant to Section 1.2 shall be conditioned upon such Holder's participation in the underwriting arrangements required by this Section 1.2, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 1.2, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be, underwritten, then the Company shall so advise all holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders who have elected to participate in the registration (except those Holders who have indicated to the Company their decision not exercise to distribute any of their Registrable Securities through such right more than once underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any twelve (12) month periodHolder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. In the event of any such withdrawal, the participating Holders may increase their participation pro rata up to the amount equal to the withdrawn securities.
Appears in 1 contract
Requested Registration. If (a) In case the Company shall receive from at any time after the Initiating Holders earlier of (i) September 1, 2004 and (ii) six (6) months after the effective date of the first registration statement filed by the Company covering an offering of any of its securities to the public, a written request from Holders (“Initiating Holders”) that the Company file a registration statement for (i) effect any registration, qualification or compliance with respect to at least 75% forty percent (40%) of the Registrable Securities, Securities (ii) at least 60% or any lesser number of Registrable Securities if the Series E anticipated aggregate offering price to the public from the proposed sale of such Registrable Securities, or (iii) Novation Registrable Securities having a current market value net of at least $30 millionunderwriting discounts and commissions, 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"8,000,000), then the Company will:
(Ai) within ten days of the receipt by the Company of the Initiation Notice, promptly 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")Holders; and
(Bii) as soon as practicable, use its best efforts to effect, as soon as practicable and in any event within ninety (90) days after receipt of the Initiation Notice, effect 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 twenty (20) days after receipt of the Registration Notice such written notice from the Company; Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 4.11.2:
(1) Prior to January 24, 2001.
(2A) 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 compliancecompliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Act;
(3B) During the period starting with the date sixty (60) days prior to the Company's ’s estimated date of filing of any registration statement for the securities of the Companyof, and ending (except as provided below) on the date six one hundred eighty (6180) months days immediately following the effective date of of, any registration statement pertaining to securities of the CompanyCompany (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective, and, provided, further, that the standstill period in this clause (3) shall not apply to a registration regarding a transaction described in subsection (a) of Rule 145 as promulgated under the Securities Act ("RULE 145") or with respect to securities issued or issuable under an employee benefit plan or other similar plan or agreement;
(4C) After the Company has effected two (2) such registrations requested by holders of at least 60% of the Series E Initiating Holders, three (3) such registrations requested by holders of the Novation Registrable Securities, and two (2) additional registrations pursuant to this Section 4.1(a1.2(a), and such registrations have been declared or ordered effective. The Company shall not be obligated to effect more than one such registration requested by the holders of the Novation Registrable Securities in any twelve month period.; or
(5D) If the Company shall furnish to such Holders a certificate signed by the President Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders shareholders for a registration statement to be filed in the near futureat such time, then the Company's ’s obligation to use its best efforts to register, qualify or comply under this Section 4.1 1.2 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company may only defer one registration pursuant to this Section 1.2(a)(ii)(D) in any twelve month period. Subject to the foregoing clauses (A) through (D), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders.
(b) In the event that a registration pursuant to Section 1.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 1.2(a)(i). In such event, the right of any Holder to registration pursuant to Section 1.2 shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 1.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company’s reasonable approval. Notwithstanding any other provision of this Section 1.2, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be, underwritten, then the Company shall so advise all holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders who have elected to participate in the registration (except those Holders who have indicated to the Company their decision not exercise to distribute any of their Registrable Securities through such right more than once underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any twelve (12) month periodHolder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. In the event of any such withdrawal, the participating Holders may increase their participation pro rata up to the amount equal to the withdrawn securities.
Appears in 1 contract
Sources: Investor Rights Agreement (Ithaka Acquisition Corp)
Requested Registration. If Subject to the Company shall receive from provisions of this Section 3.1(a), if at any time (x) holders of more than 50% of the Initiating Holders a written shares of Registrable Securities request that the Company (A) file a registration statement for (i) at least 7530% of the shares of Registrable SecuritiesSecurities or (B) effect a registration in which the anticipated aggregate proceeds, net of underwriting discounts and commissions, would exceed $10,000,000; or (iiy) holders of 30% or more of the shares of Series C Preferred Stock request (but not before six months after the effective date of the Company’s first registered public offering of its stock pursuant to a firm commitment underwritten offering) that the Company (A) file a registration statement for at least 6030% of the Common Stock issued upon conversion of the Series E Registrable Securities, C Preferred Stock or (iiiB) Novation Registrable Securities having effect a current market value of at least $30 million, and registration in which the case of clause (i) or (ii) the anticipated aggregate gross proceeds of which registration which, net of underwriting discounts and commissions, would equal or exceed $20,000,000 (any such notice10,000,000, an "INITIATION NOTICE"), then the Company will:
(Ai) within ten days of the receipt by the Company of the Initiation Noticesuch 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")Holders; and
(Bii) use its best efforts to effect, as soon as practicable and in any event within ninety (90) days after receipt of the Initiation Notice60 days, use commercially reasonable efforts to effect 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 the date of the Registration Notice such written notice from the Company; Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 4.13.1:
(1) Prior to January 24the earlier of June 30, 2001.2006, or the date six months following the effective date of the Company’s first registered public offering of its stock, pursuant to a firm commitment underwritten offering;
(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 compliancecompliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(3) During the period starting with the date sixty (60) 60 days prior to the Company's ’s good faith estimated date of filing of any registration statement for the securities of the Companyof, and ending (except as provided below) on the date six (6) months 180 days immediately following the effective date of of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan, in which case there shall be no such limitation on the Company’s obligation, or with respect to the Company’s first registered public offering of its stock in which case the period shall end on the date six months following the effective date of the registration statement), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective, and, provided, further, that the standstill period in this clause (3) shall not apply to a registration regarding a transaction described in subsection (a) of Rule 145 as promulgated under the Securities Act ("RULE 145") or with respect to securities issued or issuable under an employee benefit plan or other similar plan or agreement;
(4) After the Company has effected two (2) such registrations requested by holders of at least 60% of the Series E Initiating Holders, three (3) such registrations requested by holders of the Novation Registrable Securities, and two (2) additional registrations pursuant to this Section 4.1(a3.1(a)(x) or two such registrations pursuant to Section 3.1(a)(y), respectively, it being understood that (x) two or more registration statements filed in response to one request shall be deemed the exercise of one request only and such registrations (y) a request shall not have been deemed to be made unless a registration statement is filed and declared or ordered effective. The Company shall not be obligated to effect more than one such registration requested effective by the holders of the Novation Commission for at least 30 days or until all Registrable Securities in any twelve month periodproposed to be distributed thereunder are so distributed.
(5) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company's ’s obligation to use its best commercially reasonable efforts to register, qualify or comply under this Section 4.1 3.1 shall be deferred for a period not to exceed ninety (90) 120 days from the date of receipt of the written request from the Initiating Holders; provided, however, that the Company shall not exercise such right more than once in any twelve (12) 12 month period; or
(6) If such Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made under the provisions of Section 3.3 hereof. Subject to the foregoing clauses (1) through (6), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.
Appears in 1 contract
Sources: Investor Rights Agreement (Sunesis Pharmaceuticals Inc)
Requested Registration. (a) If the Company shall receive at any time after the second anniversary of the Closing Date, a written request from the Initiating Holders a written request that the Company file a effect any registration statement for (i) with respect to Registrable Securities representing at least 75% twenty-five percent (25%) of the Registrable SecuritiesSecurities (or any lesser percentage if the anticipated aggregate offering price to the public, (ii) excluding underwriting discounts and commissions, is at least 60% of the Series E Registrable Securities, or Ten Million Dollars (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"10,000,000)), then the Company will:
(Ai) within ten thirty (30) days of the receipt by the Company of the Initiation Noticesuch notice, give written notice of the proposed registration, qualification or compliance to all other Holders (which notice shall (i) specify the notice amount and intended method of distribution of such Registrable Securities and (ii) invite such other Holders to join in this Section 4.1(a)(isuch requested registration by requiring that such other holders provide a written request to join in the registration within twenty (20) and in Section 4.2(a)(i), each called days after the "REGISTRATION NOTICE"receipt of such written notice); and
(Bii) use its best efforts to effect, as soon as practicable and in any event within ninety (90) days after receipt of the Initiation Noticepracticable, use its commercially reasonable efforts to effect 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 twenty (20) days after receipt of the Registration Notice such written 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 4.13.1:
(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 reasonable efforts to cause such registration statement to become effective, and, provided, further, that the standstill period in this clause (3) shall not apply to a registration regarding a transaction described in subsection (a) of Rule 145 as promulgated under the Securities Act ("RULE 145") or with respect to securities issued or issuable under an employee benefit plan or other similar plan or agreement;
(4) After the Company has effected two (2) three such registrations requested by holders of at least 60% of the Series E Initiating Holders, three (3) such registrations requested by holders of the Novation Registrable Securities, and two (2) additional registrations pursuant to this Section 4.1(a3.2(a), and such registrations have been declared or ordered effective. The Company shall not be obligated to effect more than one such registration requested by the holders of the Novation Registrable Securities in any twelve month period.;
(52) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that the Company has pending or in process a material transaction or event, the disclosure of which in the good faith judgment of the Board of Directors it would be seriously detrimental to Directors, after consultation with outside securities counsel, materially and adversely affect the Company or its stockholders for a registration statement to be filed in the near futureCompany, then the Company's obligation Company may postpone the filing (but not the preparation) of a Registration Statement required by this Section 3.2 for up to ninety (90) days; provided, however, that the Company shall at all times in good faith use its best efforts to register, qualify or comply under cause any Registration Statement required by this Section 4.1 shall 3.2 to be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Initiating Holdersfiled as soon as possible thereafter; provided, however, that the Company shall not exercise such right more than once in any twelve (12) twelve-month period.
(b) At the time the Registration Statement required pursuant to this Section 3.2 is declared effective, the Holders shall be named as selling securityholders in the Registration Statement and any related prospectus in such a manner as to permit such Holders to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company’s securityholders (other than the Holders) shall have the right to include any of the Company’s securities in the Registration Statement required pursuant to this Section 3.2, if including such other securities in such Registration Statement would delay or otherwise interfere with the filing or effectiveness of such Registration Statement.
(c) If a requested registration pursuant to this Section 3.2 involves an underwritten offering, the investment banker(s), underwriter(s) and manager(s) for such registration shall be selected by the Holders of a majority of the Registrable Securities which the Company has been requested to register; provided, however, that such investment banker(s), underwriter(s) and manager(s) shall be reasonably satisfactory to the Company.
(d) In the event that a Registration Statement filed pursuant to Section 3.2 is for a registered public offering involving an underwriting, as requested by the Initiating Holders, the Company shall so advise the Holders as part of the notice given pursuant to this Section 3.2. In such event, the right of any Holder to registration pursuant to Section 3.2 shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 3.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to a majority in interest of the Holders proposing to distribute their securities through such underwriting. Notwithstanding any other provision of this Section 3.2, if the requested registration statement pursuant to this Section 3.2 involves an underwritten public offering and the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority in interest of the Registrable Securities proposed to be included in such registration. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration.
Appears in 1 contract
Requested Registration. (a) If the Company shall receive at any time after the second anniversary of the Closing Date, a written request from the Initiating Holders a written request that the Company file a effect any registration statement for (i) with respect to Registrable Securities representing at least 75% twenty-five percent (25%) of the Registrable SecuritiesSecurities (or any lesser percentage if the anticipated aggregate offering price to the public, (ii) excluding underwriting discounts and commissions, is at least 60% of the Series E Registrable Securities, or Ten Million Dollars (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"10,000,000)), then the Company will:
(Ai) within ten thirty (30) days of the receipt by the Company of the Initiation Noticesuch notice, give written notice of the proposed registration, qualification or compliance to all other Holders (which notice shall (i) specify the notice amount and intended method of distribution of such Registrable Securities and (ii) invite such other Holders to join in this Section 4.1(a)(isuch requested registration by requiring that such other holders provide a written request to join in the registration within twenty (20) and in Section 4.2(a)(i), each called days after the "REGISTRATION NOTICE"receipt of such written notice); and
(Bii) use its best efforts to effect, as soon as practicable and in any event within ninety (90) days after receipt of the Initiation Noticepracticable, use its commercially reasonable efforts to effect 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 twenty (20) days after receipt of the Registration Notice such written 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 4.13.1:
(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 reasonable efforts to cause such registration statement to become effective, and, provided, further, that the standstill period in this clause (3) shall not apply to a registration regarding a transaction described in subsection (a) of Rule 145 as promulgated under the Securities Act ("RULE 145") or with respect to securities issued or issuable under an employee benefit plan or other similar plan or agreement;
(4) After the Company has effected two (2) three such registrations requested by holders of at least 60% of the Series E Initiating Holders, three (3) such registrations requested by holders of the Novation Registrable Securities, and two (2) additional registrations pursuant to this Section 4.1(a3.2(a), and such registrations have been declared or ordered effective. The Company shall not be obligated to effect more than one such registration requested by the holders of the Novation Registrable Securities in any twelve month period.;
(52) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that the Company has pending or in process a material transaction or event, the disclosure of which in the good faith judgment of the Board of Directors it would be seriously detrimental to Directors, after consultation with outside securities counsel, materially and adversely affect the Company or its stockholders for a registration statement to be filed in the near futureCompany, then the Company's obligation Company may postpone the filing (but not the preparation) of a Registration Statement required by this Section 3.2 for up to ninety (90) days; provided, however, that the Company shall at all times in good faith use its best efforts to register, qualify or comply under cause any Registration Statement required by this Section 4.1 shall 3.2 to be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Initiating Holdersfiled as soon as possible thereafter; provided, however, that the Company shall not exercise such right more than once in any twelve (12) twelve-month period.
(b) At the time the Registration Statement required pursuant to this Section 3.2 is declared effective, the Holders shall be named as selling securityholders in the Registration Statement and any related prospectus in such a manner as to permit such Holders to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's securityholders (other than the Holders) shall have the right to include any of the Company's securities in the Registration Statement required pursuant to this Section 3.2, if including such other securities in such Registration Statement would delay or otherwise interfere with the filing or effectiveness of such Registration Statement.
(c) If a requested registration pursuant to this Section 3.2 involves an underwritten offering, the investment banker(s), underwriter(s) and manager(s) for such registration shall be selected by the Holders of a majority of the Registrable Securities which the Company has been requested to register; provided, however, that such investment banker(s), underwriter(s) and manager(s) shall be reasonably satisfactory to the Company.
(d) In the event that a Registration Statement filed pursuant to Section 3.2 is for a registered public offering involving an underwriting, as requested by the Initiating Holders, the Company shall so advise the Holders as part of the notice given pursuant to this Section 3.2. In such event, the right of any Holder to registration pursuant to Section 3.2 shall be conditioned upon such Holder's participation in the underwriting arrangements required by this Section 3.2, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to a majority in interest of the Holders proposing to distribute their securities through such underwriting. Notwithstanding any other provision of this Section 3.2, if the requested registration statement pursuant to this Section 3.2 involves an underwritten public offering and the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority in interest of the Registrable Securities proposed to be included in such registration. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration.
Appears in 1 contract
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) or 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 either such 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:
(Ai) 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
(Bii) 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 24the earlier of (i) the date six (6) months following the effective date of the Company's first registered public offering of its stock, pursuant to a firm commitment underwritten offering or (ii) December 31, 2002, or in the case of a registration requested with respect to at least 60% of the Series E Registrable Securities, prior to the earlier of (i) the date six (6) months following the effective date of any registered public offering of the Company's securities, pursuant to a firm commitment underwritten offering or (ii) September 30, 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 (except that with respect to the Company's first registered public offering of its stock and registrations requested other than by the holders of 60% of the Series E Registrable Securities the period shall not end until the date which is twelve (12) months following the effective date of such registration statement), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective, and, provided, further, that the standstill period in this clause (3) shall not apply to a registration regarding a transaction described in subsection (a) of Rule 145 as promulgated under the Securities Act ("RULE 145") or with respect to securities issued or issuable under an employee benefit plan or other similar plan or agreement;
(4) After the Company has effected two (2) such registrations requested by holders of at least 60% of the Series E Initiating Holders, three (3pursuant to this Section 4.1(a) such registrations requested by holders of the Novation as to Registrable Securities, Securities and two (2) additional such registrations pursuant as to this Section 4.1(a), Series E Registrable Securities and such registrations have been declared or ordered effective. The Company shall not be obligated to effect more than one such registration requested by the holders of the Novation Registrable Securities in any twelve month period.;
(5) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 4.1 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company shall not exercise such right more than once in any twelve (12) month period.
Appears in 1 contract
Requested Registration. If (a) In case the Company shall receive from the Initiating Holders a written request that the Company file a registration statement for (i) at least 75% of effect any registration, qualification or compliance with respect to 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:
(Ai) within ten days of the receipt by the Company of the Initiation Notice, promptly 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")Holders; and
(Bii) use its best efforts to effect, as soon as practicable and in any event within ninety sixty (9060) days after receipt of the Initiation Noticesuch written request, use its commercially reasonable best efforts to effect such registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, 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 twenty (20) days after receipt of the Registration Notice written notice from the Company; Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 4.11.5:
(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 compliancecompliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(2) Prior to the earlier of January 1, 2008 or six (6) months after the effective date of the Company’s Initial Public Offering;
(3) In the event that (i) the Registrable Securities to be included in such registration shall be sold to the public at a per share price equal to or less than $8.00 and (ii) the valuation of the Company immediately prior to the effectiveness of such registration does not exceed $150,000,000;
(4) In the event that the Registrable Securities to be included in such registration do not represent at least either (A) twenty-five percent (25%) of the Registrable Securities then outstanding, or (B) aggregate offering proceeds of at least $25,000,000;
(5) After the Company has effected two (2) such registrations pursuant to this subparagraph 1.5(a) that includes Registrable Securities held by the Investors, such registrations have been declared or ordered effective and the securities offered pursuant to each such registration have been sold; provided that all Registrable Securities requested for inclusion were in fact included in such registration; or
(6) Within one year from the date of the first registration requested under this Section 1.5(a) provided such registration has been declared or ordered effective and the securities offered pursuant to such registration have been sold; or
(7) During the period starting with the date sixty (60) days prior to the Company's estimated ’s good faith estimate of the date of filing of any registration statement for the securities of the Companyof, and ending on a date one hundred eighty (except as provided below180) on the date six (6) months immediately following days after the effective date of any of, a registration statement pertaining to securities of initiated by the Company, ; provided that the Company is actively employing and in good faith using all commercially reasonable best efforts to cause such registration statement to become effectiveeffective and provided further that the rights of the Initiating Holders to include Registrable Securities for registration in the Company’s registration shall be governed by Section 1.6 hereof. Subject to the foregoing clauses (1) through (7), and, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders; provided, furtherhowever, that if (i) in the standstill period in this clause (3) shall not apply good faith judgment of the Board of Directors of the Company, such registration would be seriously detrimental to a registration regarding a transaction described in subsection (a) of Rule 145 as promulgated under the Securities Act ("RULE 145") or with respect to securities issued or issuable under an employee benefit plan or other similar plan or agreement;
(4) After the Company has effected two (2) such registrations requested by holders and the Board of at least 60% Directors of the Series E Initiating HoldersCompany concludes, three (3) as a result, that it is essential to defer the filing of such registrations requested by holders of the Novation Registrable Securitiesregistration statement at such time, and two (2ii) additional registrations pursuant to this Section 4.1(a), and such registrations have been declared or ordered effective. The Company shall not be obligated to effect more than one such registration requested by the holders of the Novation Registrable Securities in any twelve month period.
(5) If the Company shall furnish to such 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 seriously detrimental to the Company or its stockholders for a such registration statement to be filed in the near futurefuture and that it is, therefore, essential to defer the filing of such registration statement, then the Company's obligation Company shall have the right to use its best efforts to register, qualify or comply under this Section 4.1 shall be deferred defer such filing (except as provided in clause (7) above) for a period of not to exceed ninety more than one hundred eighty (90180) days from the date of after receipt of written the request from of the Initiating Holders; provided, howeverand provided further, that the Company shall not exercise such right defer its obligation in this manner more than once in any twelve (12) twelve-month period.
Appears in 1 contract
Requested Registration. (a) If the Company shall receive at any time after the second anniversary of the Closing Date, a written request from the Initiating Holders a written request that the Company file a effect any registration statement for (i) with respect to Registrable Securities representing at least 75% twenty-five percent (25%) of the Registrable SecuritiesSecurities (or any lesser percentage if the anticipated aggregate offering price to the public, (ii) excluding underwriting discounts and commissions, is at least 60% of the Series E Registrable Securities, or Ten Million Dollars (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"10,000,000)), then the Company will:
(Ai) within ten thirty (30) days of the receipt by the Company of the Initiation Noticesuch notice, give written notice of the proposed registration, qualification or compliance to all other Holders (which notice shall (i) specify the notice amount and intended method of distribution of such Registrable Securities and (ii) invite such other Holders to join in this Section 4.1(a)(isuch requested registration by requiring that such other holders provide a written request to join in the registration within twenty (20) and in Section 4.2(a)(i), each called days after the "REGISTRATION NOTICE"receipt of such written notice); and
(Bii) use its best efforts to effect, as soon as practicable and in any event within ninety (90) days after receipt of the Initiation Noticepracticable, use its commercially reasonable efforts to effect 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 twenty (20) days after receipt of the Registration Notice such written 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 4.13.2:
(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 reasonable efforts to cause such registration statement to become effective, and, provided, further, that the standstill period in this clause (3) shall not apply to a registration regarding a transaction described in subsection (a) of Rule 145 as promulgated under the Securities Act ("RULE 145") or with respect to securities issued or issuable under an employee benefit plan or other similar plan or agreement;
(4) After the Company has effected two (2) three such registrations requested by holders of at least 60% of the Series E Initiating Holders, three (3) such registrations requested by holders of the Novation Registrable Securities, and two (2) additional registrations pursuant to this Section 4.1(a3.2(a), and such registrations have been declared or ordered effective. The Company shall not be obligated to effect more than one such registration requested by the holders of the Novation Registrable Securities in any twelve month period.;
(52) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that the Company has pending or in process a material transaction or event, the disclosure of which in the good faith judgment of the Board of Directors it would be seriously detrimental to Directors, after consultation with outside securities counsel, materially and adversely affect the Company or its stockholders for a registration statement to be filed in the near futureCompany, then the Company's obligation Company may postpone the filing (but not the preparation) of a Registration Statement required by this Section 3.2 for up to ninety (90) days; provided, however, that the Company shall at all times in good faith use its best efforts to register, qualify or comply under cause any Registration Statement required by this Section 4.1 shall 3.2 to be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Initiating Holdersfiled as soon as possible thereafter; provided, however, that the Company shall not exercise such right more than once in any twelve (12) twelve-month period.
(b) At the time the Registration Statement required pursuant to this Section 3.2 is declared effective, the Holders shall be named as selling securityholders in the Registration Statement and any related prospectus in such a manner as to permit such Holders to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's securityholders (other than the Holders) shall have the right to include any of the Company's securities in the Registration Statement required pursuant to this Section 3.2, if including such other securities in such Registration Statement would delay or otherwise interfere with the filing or effectiveness of such Registration Statement.
(c) If a requested registration pursuant to this Section 3.2 involves an underwritten offering, the investment banker(s), underwriter(s) and manager(s) for such registration shall be selected by the Holders of a majority of the Registrable Securities which the Company has been requested to register; provided, however, that such investment banker(s), underwriter(s) and manager(s) shall be reasonably satisfactory to the Company.
(d) In the event that a Registration Statement filed pursuant to Section 3.2 is for a registered public offering involving an underwriting, as requested by the Initiating Holders, the Company shall so advise the Holders as part of the notice given pursuant to this Section 3.2. In such event, the right of any Holder to registration pursuant to Section 3.2 shall be conditioned upon such Holder's participation in the underwriting arrangements required by this Section 3.2, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to a majority in interest of the Holders proposing to distribute their securities through such underwriting. Notwithstanding any other provision of this Section 3.2, if the requested registration statement pursuant to this Section 3.2 involves an underwritten public offering and the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority in interest of the Registrable Securities proposed to be included in such registration. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration.
Appears in 1 contract
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 reasonable efforts to cause such registration statement to become effective, and, provided, further, that the standstill period in this clause (3) shall not apply to a registration regarding a transaction described in subsection (a) of Rule 145 as promulgated under the Securities Act ("RULE 145") or with respect to securities issued or issuable under an employee benefit plan or other similar plan or agreement;
(4) After the Company has effected two (2) such registrations requested by holders of at least 60% of the Series E Initiating Holders, three (3) such registrations requested by holders of the Novation Registrable Securities, and two (2) additional registrations pursuant to this Section 4.1(a), and such registrations have been declared or ordered effective. The Company shall not be obligated to effect more than one such registration requested by the holders of the Novation Registrable Securities in any twelve month period.
(5) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 4.1 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company shall not exercise such right more than once in any twelve (12) month period.
Appears in 1 contract
Requested Registration. If (a) In case the Company shall receive from the Initiating Holders a written request that the Company file a registration statement for (i) at least 75% effect any registration, qualification or compliance with respect to shares of the Registrable Securities, (ii) at least 60% of the Series E Registrable Securities, or (iii) Novation Registrable Securities having a current market value with an anticipated aggregate offering price, net of at least underwriting discounts and commissions, of ten million dollars ($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"10,000,000), then the Company will:
(Ai) within ten days of the receipt by the Company of the Initiation Notice, promptly give written notice of the proposed registration, qualification or compliance to all other Holders (Holders, except for the notice Founders, who shall not be entitled to registration in this Section 4.1(a)(i) and in Section 4.2(a)(i), each called the "REGISTRATION NOTICE")5.1; and
(Bii) as soon as practicable, use its best efforts to effect, as soon as practicable and in any event within ninety (90) days after receipt of the Initiation Notice, effect 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 in
(b) Notwithstanding the Company within 20 days after receipt of the Registration Notice from the Company; Providedforegoing, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 4.15.1:
(1) Prior to January 24, 2001.
(2i) 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, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(3ii) Prior to the earlier to occur of: (x) July 31, 1991 and (y) six months after the effective date of the Company's first registered public offering of shares of its Common Stock;
(iii) 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 Companyof, and ending (except as provided below) on the date six (6) months immediately following the effective date of of, any registration statement pertaining to securities of the CompanyCompany (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective, and, provided, further, that the standstill period in this clause (3) shall not apply to a registration regarding a transaction described in subsection (a) of Rule 145 as promulgated under the Securities Act ("RULE 145") or with respect to securities issued or issuable under an employee benefit plan or other similar plan or agreement;
(4iv) After the Company has effected two (2) such registrations requested by holders of at least 60% of the Series E Initiating Holders, three (3) such registrations requested by holders of the Novation Registrable Securities, and two (2) additional registrations pursuant to this Section 4.1(asubparagraph 5.1(a), and such registrations have been declared or ordered effective. The Company shall not be obligated effective and remains effective until the earlier to effect more than one occur of (x) 90 days or (y) the sale all the securities offered pursuant to each such registration requested by the holders of the Novation Registrable Securities in any twelve month period.registration;
(5v) If the Company shall furnish to such Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders shareholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 4.1 5.1 shall be deferred for a period not to exceed ninety (90) 90 days from the date of receipt of written request from the Initiating Holders; provided, however, provided that the Company shall may not exercise such this deferral right for more than once 90 days in any twelve (12) month one year period.
(vi) If such registration, qualification or compliance is proposed to be part of a firm commitment underwritten public offering with underwriters not reasonably acceptable to the Company. Subject to the foregoing clauses (i) through (vi), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.
Appears in 1 contract
Sources: Investors Rights Agreement (Marvell Technology Group LTD)
Requested Registration. If the Company shall receive from the Initiating Holders a written request that the Company file effect any registration (other than a registration statement for (ion Form S-3 or any related form of registration statement) with respect to Registrable Securities representing at least 75% forty percent (40%) of the Registrable SecuritiesSecurities (or any lesser percentage if the anticipated aggregate offering price to the public, (ii) excluding underwriting discounts and commissions, is at least 60% of the Series E Registrable Securities, or seven million five hundred thousand dollars (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"7,500,000)), then the Company will:
(Ai) within ten thirty (30) days of the receipt by the Company of the Initiation Noticesuch 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")Holders; and
(Bii) as soon as practicable, use its best efforts to effect, as soon as practicable and in any event within ninety (90) days after receipt of the Initiation Notice, effect 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 twenty (20) days after receipt of the Registration Notice such written 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 4.13.1:
(1) Prior to January 24, 2001.
(2A) 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 compliancecompliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(3B) Prior to six (6) months following the closing date of the Company's initial underwritten public offering pursuant to an effective registration statement under the Securities Act;
(C) If the Company's Common Stock is not listed on a national securities exchange (as defined in the Securities Exchange Act of 1934) and the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Company (subject to the consent of the Holders, which consent shall not be unreasonably withheld);
(D) 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 Companyof, and ending (except as provided below) on the date six three (63) months immediately following the effective date of of, any registration statement pertaining to securities of the CompanyCompany (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective, and, provided, further, that the standstill period in this clause (3) shall not apply to a registration regarding a transaction described in subsection (a) of Rule 145 as promulgated under the Securities Act ("RULE 145") or with respect to securities issued or issuable under an employee benefit plan or other similar plan or agreement;
(4E) After the Company has effected two (2) such registrations requested by holders of at least 60% of the Series E Initiating Holders, three (3) such registrations requested by holders of the Novation Registrable Securities, and two (2) additional registrations pursuant to this Section 4.1(a), and such 3.1(a) (counting for this purpose only registrations which have been declared or ordered effective. The Company shall not be obligated to effect more than one such registration requested effective and registrations which have been withdrawn by the holders Holders as to which the Holders have not elected to bear the Registration Expenses);
(F) If the Initiating Holders propose to dispose of the Novation shares of Registrable Securities in any twelve month period.which may be immediately registered on Form S-3 pursuant to a request under Section 3.3 hereof;
(5G) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 4.1 3.1 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company shall not exercise such right more than once in any twelve (12) twelve-month period. Subject to the foregoing clauses (A) through (G), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders.
Appears in 1 contract
Requested Registration. If (a) After the Company has qualified for the use of Form S-3 under the Securities Act, Investor shall have the right to request registrations of Warrant Shares on Form S-3 thereafter under this Section 8.1 (such requests shall be in writing and shall state the number of Warrant Shares to be disposed of and the intended method of disposition of such shares), provided that the Company shall receive from not be required to effect a registration pursuant to this Section 8.1 unless the Initiating Holders a written request Investor proposes to dispose of Warrant Shares which it reasonably anticipates will have an aggregate disposition price (before deduction of underwriting discounts and expenses of sale) of at least one million dollars ($1,000,000), provided further that the Company file shall not be required to effect a registration statement for (i) pursuant to this Section 8.1 if at least 75% the time of the Registrable Securitiesrequest for a registration on Form S-3, (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:
in good faith gives notice within thirty (A30) days of such request that it is engaged or has fixed plans to engage within ten sixty (60) days of the receipt by time of the request in a firmly underwritten registered public offering (but such notice may not be given more than once in any six (6) month period), provided further that the Company of the Initiation Notice, give written notice of the proposed registration, qualification or compliance shall not be required to all other Holders (the notice in effect more than one registration pursuant to this Section 4.1(a)(i8.1 in any twelve (12) month period, and in provided further that the Company shall not be required to file more than two registrations on Form S-3 with respect to Warrant Shares. Upon receipt of a proper request for registration pursuant to this Section 4.2(a)(i)8.1, each called the "REGISTRATION NOTICE"); and
(B) use its best efforts to effect, Company will as soon as practicable and but in any event within ninety (90) days after receipt of the Initiation Noticedays, use its diligent efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, 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 regulationsAct) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities the Warrant Shares 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, provided 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 reasonable efforts to cause such registration statement to become effective, and, provided, further, that the standstill period in this clause (3) shall not apply to a registration regarding a transaction described in subsection (a) of Rule 145 as promulgated under the Securities Act ("RULE 145") or with respect to securities issued or issuable under an employee benefit plan or other similar plan or agreement;
(4) After the Company has effected two (2) such registrations requested by holders of at least 60% of the Series E Initiating Holders, three (3) such registrations requested by holders of the Novation Registrable Securities, and two (2) additional registrations pursuant to this Section 4.1(a), and such registrations have been declared or ordered effective. The Company shall not be obligated to effect more than one such registration requested by the holders of the Novation Registrable Securities in any twelve month period.
(5) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 4.1 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company shall not exercise such right more than once in any twelve (12) month period.be
Appears in 1 contract
Requested Registration. If (a) In case the Company shall receive from the Initiating Holders a written request that the Company file a registration statement for (i) at least 75% effect any registration, qualification or compliance with respect to shares of the Registrable Securities, (ii) at least 60% of the Series E Registrable Securities, or (iii) Novation Registrable Securities having a current market value with an anticipated aggregate offering price, net of at least underwriting discounts and commissions, of ten million dollars ($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"10,000,000), then the Company will:
(Ai) within ten days of the receipt by the Company of the Initiation Notice, promptly give written notice of the proposed registration, qualification or compliance to all other Holders (Holders, except for the notice in Founders, who shall not be entitled to registration under this Section 4.1(a)(i) and in Section 4.2(a)(i), each called the "REGISTRATION NOTICE")5.1; and
(Bii) as soon as practicable, use its best efforts to effect, as soon as practicable and in any event within ninety (90) days after receipt of the Initiation Notice, effect 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 such written notice from the Company; Provided.
(b) Notwithstanding the foregoing, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 4.15.1:
(1) Prior to January 24, 2001.
(2i) 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, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(3ii) Prior to the earlier to occur of: (x) December 31, 2001 and (y) six months after the effective date of the Company's first registered public offering of shares of its Common Stock;
(iii) 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 Companyof, and ending (except as provided below) on the date six (6) months immediately following the effective date of of, any registration statement pertaining to securities of the CompanyCompany (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan, or any other registration which is not appropriate for the registration of Registrable Securities), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective, and, provided, further, that the standstill period in this clause (3) shall not apply to a registration regarding a transaction described in subsection (a) of Rule 145 as promulgated under the Securities Act ("RULE 145") or with respect to securities issued or issuable under an employee benefit plan or other similar plan or agreement;
(4iv) After the Company has effected two (2) such registrations requested by holders of at least 60% of the Series E Initiating Holders, three (3) such registrations requested by holders of the Novation Registrable Securities, and two (2) additional registrations pursuant to this Section 4.1(asubparagraph 5.1(a), and such registrations have been declared or ordered effective. The Company shall not be obligated effective and remain effective until the earlier to effect more than one occur of (x) 90 days or (y) the sale of all the securities offered pursuant to each such registration requested by the holders of the Novation Registrable Securities in any twelve month period.registration;
(5v) If the Company shall furnish to such Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders shareholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 4.1 5.1 shall be deferred for a period not to exceed ninety (90) 90 days from the date of receipt of written request from the Initiating Holders; provided, however, provided that the Company shall may not exercise such this deferral right for more than once 150 days in any twelve one year period; or
(12vi) month periodIf such registration, qualification or compliance is proposed to be part of a firm commitment underwritten public offering with underwriters not reasonably acceptable to the Company. Subject to the foregoing clauses (i) through (vi), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.
Appears in 1 contract
Sources: Investor Rights Agreement (Marvell Technology Group LTD)
Requested Registration. If (i) In case the Company shall receive from a Holder or Holders which hold in the aggregate not less than fifty percent (50%) of the Registrable Securities ("Initiating Holders Holders") a written request that the Company file a effect the registration statement for (i) of at least 7520% of the Registrable Securities, (ii) at least 60% of the Series E Registrable Securities, or (iii) Novation outstanding Registrable Securities having a current market value of at least $30 millionthen held by it or them, 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 willshall:
(A1) within ten days of the receipt by the Company of the Initiation Notice, promptly give written notice of the proposed registration, qualification or compliance registration 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")Holders; and
(B2) use its best efforts to effect, as soon as practicable and in any event within ninety (90) days after receipt of the Initiation Notice, effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, 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 applicable 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 other Holder or Holders joining in such request as are specified in a written request received by the Company within 20 twenty (20) days after receipt of the Registration Notice such written notice from the Company; Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 4.110.2:
(1) Prior to January 24, 2001.
(2i) 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 compliancecompliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(3ii) 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 three (63) 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 reasonable efforts to cause such registration statement to become effective, and, provided, further, that the standstill period in this clause (3) shall not apply to other than a registration regarding of securities in a transaction described in subsection (a) of covered by Rule 145 as promulgated under the Securities Act (a "RULE 145Rule 145 Transaction") or with respect a registration of securities on Form S-8 (or any successor form) relating solely to securities issued or issuable under an employee benefit plan or other similar plan or agreementplan);
(4iii) After If the Company has effected two (2) shall furnish to such registrations requested by holders of at least 60% of the Series E Initiating Holders, three within thirty (330) such registrations requested by holders days of the Novation Registrable Securities, and two (2) additional registrations any written request made pursuant to this Section 4.1(a10.2(a), and such registrations have been declared or ordered effective. The Company shall not be obligated to effect more than one such registration requested a certificate, signed by the holders President of the Novation Registrable Securities in any twelve month period.Company, stating that the Company intends to file, within ninety (90) days of the date of such certificate, a registration statement for the Company's securities; or
(5iv) If the Company shall furnish to such Holders a certificate certificate, signed by the President of the Company Company, stating that in the good faith judgment of the Board of Directors it the filing of a registration statement would require the disclosure of material information regarding a possible financing, business combination or other material transaction, which disclosure the Board has determined in its good faith judgment would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near futureCompany, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 4.1 10.2 shall be deferred for a single period not to exceed ninety one hundred twenty (90120) days from the date of its receipt of a written request from the Initiating Holders. Subject to the foregoing clauses (A) through (D), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders, and in no event, later than ninety (90) days thereafter.
(ii) In the event that a registration pursuant to this Section 10.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 10.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 10.2 shall be conditioned upon such Holder's participation in the underwriting arrangements required by this Section 10.2 and the inclusion of such Holder's Registrable Securities in the underwriting, to the extent provided in this Article X. The Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 10.2, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement; provided, however, that shares sought to be included by the Company or any other stockholder in such underwritten offering shall not exercise be excluded from such right more than once registration statement before any Registrable Securities held by the Initiating Holders shall be excluded. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any twelve (12) month periodHolder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders.
Appears in 1 contract
Sources: Subscription Agreement (Windswept Environmental Group Inc)
Requested Registration. If If, at any time from and after the first ---------------------- anniversary of the Closing Date, the Company shall receive from the Initiating any Holder or Holders of a Substantial Amount of Registrable Securities a written request that the Company file effect any registration, qualification or compliance with respect to all or a registration statement for (i) at least 75% part 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:
(A1) within ten days of the receipt by the Company of the Initiation Notice, promptly 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")Holders; and
(B2) as soon as practicable, use its diligent best efforts to effect, as soon as practicable and in any event within ninety (90) days after receipt of the Initiation Notice, effect such registration, qualification or and compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under the 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 the Registrable Securities of such Holder(s) as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or other Holders joining in such request as are specified in a written request received by notice given within fifteen (15) days after receipt of written notice of the proposed registration from the Company. Without limiting the generality of the foregoing, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, but in any event within 20 forty-five (45) 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 request 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 requests 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 reasonable efforts to cause such registration statement to become effective, and, provided, further, that the standstill period in this clause (3) shall not apply to a registration regarding a transaction described in subsection (a) of Rule 145 as promulgated under the Securities Act ("RULE 145") or with respect to securities issued or issuable under an employee benefit plan or other similar plan or agreement;
(4) After the Company has effected two (2) such registrations requested by holders of at least 60% of the Series E Initiating Holders, three (3) such registrations requested by holders of the Novation Registrable Securities, and two (2) additional registrations pursuant to this Section 4.1(a), and such registrations have been declared or ordered effective. The Company shall not be obligated to effect more than one such registration requested by the holders of the Novation Registrable Securities in any twelve month period.
(5) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 4.1 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company shall not exercise such right more than once in any twelve (12) month period.
Appears in 1 contract
Sources: Cooperation Agreement (MSH Entertainment Corp /Ca/)
Requested Registration. If Prior to such time as the Company has effected two (2) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective, if the Company shall receive from the Initiating Holders a written request that the Company file effect a registration statement for (iother than a registration on Form S-3 or any related form of registration statement) with respect to Registrable Securities representing at least 75% twenty percent (20%) of the Registrable Securities, Securities (ii) or any lesser percentage if the anticipated aggregate offering price to the public is at least 60% of the Series E Registrable Securities, or two million dollars (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"2,000,000)), then the Company will:
(Ai) within ten days of the receipt by the Company of the Initiation Noticesuch 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")Holders; and
(Bii) use its best efforts to effect, as soon as practicable and in any event within ninety sixty (9060) days after receipt of the Initiation Notice, use its best efforts to effect 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 such written 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 4.12.1:
(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 compliancecompliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(2) Prior to the earlier of (i) the date six (6) months following the effective date of the Company’s first registered public offering of its stock or (ii) August 28, 2002;
(3) During the period starting with the date sixty (60) days prior to the Company's ’s estimated date of filing of of, and ending on the date three (3) months immediately following the effective date of, any registration statement for the pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan, in which case there shall be no such limitation on the Company’s obligation, and ending (except as provided below) or with respect to the Company’s first registered public offering of its stock, in which case the period shall end on the date six (6) months immediately following the effective date of any registration statement pertaining to securities of the Companydate), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective, and, provided, further, that the standstill period in this clause (3) shall not apply to a registration regarding a transaction described in subsection (a) of Rule 145 as promulgated under the Securities Act ("RULE 145") or with respect to securities issued or issuable under an employee benefit plan or other similar plan or agreement;
(4) After the Company has effected two (2) such registrations requested by holders of at least 60% of the Series E Initiating Holders, three (3) such registrations requested by holders of the Novation Registrable Securities, and two (2) additional registrations pursuant to this Section 4.1(a)2.1, and such registrations have been declared or ordered effective. The Company ; provided, however that in the event that any legal restriction or prohibition shall not be obligated result in the inability of the Holders participating in a registration pursuant to effect more than one this Section 2.1 to sell at least 75% of the Registrable Securities included in any such registration requested by the holders within 180 days of the Novation Registrable Securities in any twelve month period.effectiveness thereof, then the Holders shall be entitled to demand an additional registration pursuant to this Section 2.1; or
(5) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders shareholders for a registration statement to be filed in the near future, then in which case the Company's ’s obligation to use its best efforts to register, qualify or comply under this Section 4.1 2.1 shall be deferred for a period not to exceed ninety (90) 90 days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company shall not exercise such right more than once in any twelve (12) twelve-month period. Subject to the foregoing clauses (1) through (5), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable and in any event within sixty (60) days after receipt of the request or requests of the Initiating Holders.
Appears in 1 contract
Requested Registration. If In case the Company shall receive ---------------------- from the Initiating Holders a written request that the Company file a registration statement for effect any registration, qualification or compliance with respect to not less than twenty- five percent (i25%) at least 75% of the outstanding shares of the Registrable Securities, or any lesser number of shares if the anticipated aggregate offering price, before underwriting discounts and commissions, would exceed five million dollars (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"5,000,000), then the Company will:
(Ai) within ten days of the receipt by the Company of the Initiation Notice, promptly 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")Holders; and
(Bii) as soon as practicable, use its best efforts to effect, as soon as practicable and in any event within ninety (90) days after receipt of the Initiation Notice, effect 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 twenty (20) days after receipt of the Registration Notice such written notice from the Company; Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 4.15.1:
(1) Prior to January 24, 2001.
(2A) 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 compliancecompliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(3B) Prior to the earlier of May 31, 1999 or one hundred eighty (180) days after the effective date of the Company's first registered pubic offering of its stock;
(C) If the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan);
(D) 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 Companyof, and ending (except as provided below) on the date six one hundred eighty (6180) months days immediately following the effective date of of, any registration statement pertaining to securities of the CompanyCompany (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective, and, provided, further, that the standstill period in this clause (3) shall not apply to a registration regarding a transaction described in subsection (a) of Rule 145 as promulgated under the Securities Act ("RULE 145") or with respect to securities issued or issuable under an employee benefit plan or other similar plan or agreement;
(4E) After the Company has effected two (2) such registrations requested by holders of at least 60% of the Series E Initiating Holders, three (3) such registrations requested by holders of the Novation Registrable Securities, and two (2) additional registrations pursuant to this Section 4.1(a5.1(a), and such registrations have been declared or ordered effective. The Company shall not be obligated to effect more than one such registration requested by the holders of the Novation Registrable Securities in any twelve month period.; or
(5F) If the Company shall furnish to such 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 seriously detrimental to the Company or its stockholders shareholders for a registration statement to be filed in the near future, then in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 4.1 5.1 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Initiating Holders; provided, however, provided that the Company shall may not exercise such this deferral right more than once in any per twelve (12) month period. Subject to the foregoing clauses (A) through (F), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.
Appears in 1 contract