Requests for Registration. At any time following the one (1) year anniversary of the date hereof, each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration of all or any part of the Registrable Securities held by such Holder (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that have been requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1.
Appears in 3 contracts
Sources: Recapitalization Agreement (Enstar Group Inc), Registration Rights Agreement (Castlewood Holdings LTD), Registration Rights Agreement (Castlewood Holdings LTD)
Requests for Registration. At any time and from time to time, subject to Section 3 and on the terms and subject to the other conditions herein, each of the Holders of a majority of the LCP Registrable Securities and the Holders of a majority of the GIC Registrable Securities may request, by delivering written notice to the Company, registration (a “Demand Request”) under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”), or on Form S-3 or any similar short-form registration statement (“Short-Form Registrations”), if available (any such requested registration, a “Demand Registration”); provided, however, that, on the terms and subject to the other conditions herein, (i) each of the Holders of a majority of the LCP Registrable Securities and the Holders of a majority of the GIC Registrable Securities shall be entitled to two (2) Long-Form Registrations and unlimited number of Short-Form Registrations; provided that (i) (x) the proposed maximum aggregate offering value of the Registrable Securities requested to be registered in any Long-Form Registration must equal at least $25,000,000 based on the public offering price of shares of Registrable Securities set forth in the registration statement applicable to such Long-Form Registration or (y) all of the remaining LCP Registrable Securities or GIC Registrable Securities are sold in such offering; and (ii) the Company will not be obligated to register the Registrable Securities of any Holder pursuant to a Demand Registration if the Company has filed within the immediately preceding six (6) month period a registration statement or effected an offering of Common Equity with respect to (x) a Demand Registration or (y) which a Holder has or had the right to have its Registrable Securities included pursuant to a Piggyback Registration; provided further that, following the one-year anniversary of the closing of the initial Public Offering, if the Company is ineligible to use a Short-Form Registration to effect a Demand Registration for any period of four (4) consecutive months, then each of the Holders of a majority of the LCP Registrable Securities and the Holders of a majority of the GIC Registrable Securities shall be entitled to one (1) year anniversary additional Long-Form Registration. Each of the date hereofHolders of a majority of the LCP Registrable Securities and the Holders of a majority of the GIC Registrable Securities may request that any Demand Registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration”), each of Tridentwhich may be a Long-Form Registration or a Short-Form Registration, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that if the Company effect is a WKSI at the registration of all time any Demand Request is submitted to the Company or any part will become one by the time of the filing of such Shelf Registration) that such Shelf Registration be a Short-Form Registration in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Each Demand Request must specify the approximate number or dollar value of Registrable Securities held by such Holder (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that have been requested to be registered by the Holder in requesting Holders and (if known) whether the Demand Registration Request is requested to be (x) a Long-Form Registration or by any other Holders by written notice to the Company given within ten a Short-Form Registration, (10y) Business Days after the date the Company has given such Holders notice a Shelf Registration or not and (z) an underwritten offering or not. A Demand Registration shall not count as one of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(apermitted Long-Form Registrations (A) until it has become effective and (B) unless the aggregate number Holders of shares proposed to be registered constitutes at least the lesser of (x) 25% a majority of the total number of LCP Registrable Securities held by the Requesting Holder on the date hereof (or 15% Securities, in the case of an Initial Request) a Demand Request initiated by such Holders, or (y) 10the Holders of a majority of the GIC Registrable Securities, in the case of a Demand Request initiated by such Holders, is able to register and sell at least 90% of the total number of LCP Registrable Securities held by all Holders on the date hereofor GIC Registrable Securities, or if the total number of Registrable Securities then outstanding is less than as applicable, requested to be included in such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1.
Appears in 3 contracts
Sources: Registration Rights and Lock Up Agreement (Leslie's, Inc.), Registration Rights and Lock Up Agreement (Leslie's, Inc.), Registration Rights and Lock Up Agreement (Leslie's, Inc.)
Requests for Registration. At any time following the one (1) year anniversary of the date hereof, each of Trident, JCF and DS (eachSubject to Section 2.7, a "Requesting Holder") Series B Majority shall respectively be entitled have the right to make up to two separate requests in writing that the Company effect the registration of all or any a part of the Registrable Securities held by those Shareholders, each such Holder (a "request to specify the registration form to be used and the intended method or methods of disposition of the Registrable Securities. The Company shall pay all Registration Request"). Trident Expenses in connection with any registration pursuant to this Section 2.1, and all Selling Expenses shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding borne by the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary holders of the date hereof, Trident may exercise one (1) securities so registered pro rata on the basis of its Registration Requests; provided that such Registration Request the number of their shares so registered. Each request for a registration pursuant to this Section 2.1 shall not be for more than 750,000 specify the approximate number of Registrable Securities on the date of such request (requested to be registered. Promptly after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request the requested registration to all other Holdersholders of Registrable Securities and, and subject to Section 2.4 below, will use its reasonable best efforts to register, include in accordance with the provisions of this Agreement, such registration all Registrable Securities that have been requested with respect to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date which the Company has given such Holders notice received written requests for inclusion therein within fifteen (15) days after the receipt of the Registration Request; provided, that the Company Company's notice. A request for registration will not be required to effect count as a request for registration pursuant to under this Section 1(a) unless 2.1 until the aggregate number of shares proposed Registration Statement relating to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereofregistration has become effective, or if the total number of Registrable Securities then outstanding is less than such amountprovided that, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable lawevent, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 12.1, regardless of whether the Registration Statement relating thereto has become effective unless such Registration Statement is withdrawn at the request of a Series B Majority, other than pursuant to Section 2.4, in which case the Series B Majority shall pay all such Registration Expenses.
Appears in 3 contracts
Sources: Registration Rights Agreement (Holzer Ronald H), Nlag Registration Rights Agreement (Holzer Ronald H), Registration Rights Agreement (J2 Communications /Ca/)
Requests for Registration. At any time Subject to the following paragraphs of this Section 3(a), (i) upon the requisite approval of the Board, Allstar shall have the right, by delivering or causing to be delivered a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the offer and sale in an Initial Public Offering of a number of shares of Common Stock specified by Allstar (which offer and sale may include an offering of newly issued Common Stock by the Corporation and/or, at the request of Allstar, an offering of Registrable Securities) and (ii) following the one (1) year anniversary of the date hereofInitial Public Offering, each of TridentKKR Shareholders and ▇▇▇▇▇▇▇ Shareholders shall have the right, JCF by delivering or causing to be delivered a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and DS in accordance with the provisions of the Securities Act, the offer and sale of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-1 or any similar or successor long-form registration (each“Long-Form Registrations”) or, if the Corporation is then eligible, on Form S-3 or any similar or successor short-form registration (“Short-Form Registrations”) (any such written notice, a "Requesting Holder") shall respectively “Demand Notice” and any such registration, a “Demand Registration”); provided, however, that a Demand Notice may only be entitled to make requests in writing that made if the Company effect the registration of all or any part sale of the Registrable Securities held requested to be registered by any such Holder demanding Shareholder (or all such demanding Shareholders if more than one Shareholder makes a "demand) is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission) in the case of any Long-Form Registration Request"and at least $20,000,000 (without regard to any underwriting discount or commission) in the case of any Short-Form Registration; provided, further that, unless the Board shall otherwise consent, subject to Section 3(e). Trident , the Corporation shall not be entitled obligated to make three (3file a registration statement relating to any registration request under this Section 3(a) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) within a period of 90 days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the effective date of such request (after giving effect any other registration statement relating to any subsequent stock split, combination, recapitalization or similar transactionregistration request under this Section 3(a) (except if the "Initial Request"); provided, further, that Trident underwriters shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Requestrequire a longer period, but in any event within seven no more than 180 days). A KKR Shareholder or a ▇▇▇▇▇▇▇ Shareholder may, in connection with any Demand Registration requested by such holder that is a Short-Form Registration, require the Corporation to file such registration statement with the SEC in accordance with and pursuant to Rule 415 under the Securities Act including, if the Corporation is a well-known seasoned issuer at the time of filing of the Short-Form Registration (7) days as defined in Rule 405 under the Securities Act), as an automatic shelf registration (a “Shelf Registration Statement”). Following receipt of such requesta Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company will give written notice of such request to all other Holders, and will Corporation shall use its reasonable best efforts to register, in accordance with file a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the provisions Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of this AgreementSection 3, all Registrable Securities that have been requested to be registered and shall not count as a Demand Notice for purposes of Section 3(e), if (w) the Registration Statement relating thereto does not become effective, or is not maintained effective by the Holder in Corporation for the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be period required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of 3, (x) 25the offering of the Registrable Securities pursuant to such Registration Statement is not completed for any reason (other than solely by reason of some act or omission by the holder exercising its Demand Notice, including the withdrawal of such registration request pursuant to Section 3(d)), including because it was subject to a stop order, injunction, or similar order or requirement of the SEC during such period or (y) the holder exercising its Demand Notice has fewer than 60% of the total amount of Registrable Securities originally requested to be included in such Registration Statement as a result of a Demand Cutback or (z) the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such Demand Registration are not satisfied, other than solely by reason of some act or omission by the holder exercising its Demand Notice to fail to perform its obligations under this Agreement or such purchase or underwriting agreement. Within 10 days after receipt by the Corporation of a Demand Notice in accordance with this Section 3(a) (other than a Demand Notice provided to effect an Initial Public Offering in which Allstar is not selling (or causing to be sold) Common Stock on a secondary basis, in which case no Notice shall be required), the Corporation shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Corporation received written requests for inclusion therein within 20 days after such Notice is given by the Corporation to such holders, it being understood that any such request for inclusion of Registrable Securities given by a holder (including if given by a ▇▇▇▇▇▇▇ Shareholder) shall not be considered a Demand Notice for purposes of Section 3(e). The parties agree that, if the Corporation is effecting an Initial Public Offering in which Allstar or any of its Affiliates is selling (or causing to be sold) Common Stock on a secondary basis, then Allstar shall have be deemed to have made a Demand Notice for purposes of this Agreement. All requests made pursuant to this Section 3 will specify the number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% to be registered and/or, in the case of an Initial Request) or Public Offering, the number of shares of Common Stock to be issued by the Corporation (y) 10% if any), and the intended methods of disposition thereof. The Corporation shall be required to maintain the effectiveness of the total number Registration Statement filed in connection with any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities held by all Holders on refrains from selling any securities included in such Registration Statement at the request of the Corporation or an underwriter of the Corporation pursuant to the provisions of this Agreement. The Corporation shall use its reasonable best efforts to keep any Shelf Registration Statement continuously effective under the Securities Act until the earlier of (A) the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, when all of the Registrable Securities then outstanding. The Company will not covered by such Shelf Registration Statement have been sold and (B) the date on which the Registrable Securities covered by the Shelf Registration Statement are eligible to be obligated sold or transferred without being subject to effect any registration holding period or volume limitations pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1Rule 144.
Appears in 2 contracts
Sources: Registration Rights Agreement (Academy Sports & Outdoors, Inc.), Registration Rights Agreement (Academy Sports & Outdoors, Inc.)
Requests for Registration. At any time following The Demanding Holders shall have ------------------------- the one right by written notice delivered to the Company (1) year anniversary of the date hereof, each of Trident, JCF and DS (each, a "Requesting HolderDemand Notice") shall respectively be entitled to make requests in writing that require the Company effect the registration of all or any part of the Registrable Securities held by such Holder to register (a "Demand Registration") under and in accor- dance with the provisions of the Securities Act the number of Registrable Securities requested to be so registered pursuant to the terms of this Agree- ment. In no event shall the number of Demand Registrations pursuant to this Section 3(a) exceed two for all Demanding Holders unless any Demand Registration Request"does not become effective or is not maintained effective for the period required pursuant to this Section 3(a). Trident , or the amount of Registrable Securities to be registered on behalf of the holders requesting such Demand Registration is reduced by more than 50% pursuant to Section 3(b) hereof, then the Demanding Holders shall be entitled to make three (3) an additional Demand Registration in lieu thereof until such Demand Registration Requests, JCF shall be entitled to make two (2) is declared and maintained effective for such Registration Requests, and DS shall be entitled to make two (2) such Registration Requestsperiod. Notwithstanding the foregoing, at one time following the date that is ninety (90) Within 10 days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give receipt by the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such requesta Demand Notice, the Company will shall give written notice of such request Demand Notice to all other Holders, holders of Registrable Securities and will use its reasonable best efforts shall,subject to register, in accordance with the provisions of this AgreementSection 3(b) hereof, include in such registration all Registrable Securities that have been requested with respect to be registered which the Company received written requests for inclusion therein within 10 days after such notice is given by the Holder in the Registration Request or by any other Holders by written notice Company to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration holders. All requests made pursuant to this Section 1(a) unless 3 will specify the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by to be registered and the Requesting Holder on intended methods of disposi- tion thereof. If the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Demanding Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than request that such amount, all of the Registrable Securities then outstanding. The Company will not Demand Registration be obligated to effect any a "shelf" registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that Rule 415 under the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrarySecurities Act, the Company will not include shall file such Demand Registration under Rule 415 and shall keep the Registra- tion Statement filed in respect thereof effective for a period that shall terminate on the Initial Request any securities other than earlier of (i) 180 days from the date on which the SEC declares such Registration Statement effective and (ii) the date on which all Registrable Securities owned covered by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all such Registration Expenses incurred in connection with any registration Statement have been sold pursuant to this Section 1such Registration Statement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Simons Stephen W), Registration Rights Agreement (Turner Paul H)
Requests for Registration. At Subject to Section 3.1(b) and the other terms of this Article III, any time following 5% Stockholder shall have the one (1right to, in each case, pursuant to Section 3.1(c) year anniversary of the date hereofor Section 3.1(d), each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that request the Company to effect the registration under and in accordance with the provisions of the Securities Act of the offering of all or any part portion of the Registrable Securities held Beneficially Owned by such Holder 5% Stockholder, by submitting a written request of such registration and specifying the amount of Registrable Securities proposed to be registered and the intended method (or methods) and plan of disposition thereof, including whether such requested registration is to involve an underwritten offering (a "“Registration Request"Demand”). Trident The Company shall give prompt written notice thereof (a “Demand Registration Notice”) (and in any event within ten (10) Business Days from the date of receipt of such Registration Demand) to each of the other 5% Stockholders, each of whom shall be entitled to make three elect to include, subject to the terms and conditions set forth in this Article III, Registrable Securities Beneficially Owned by it in the Registration Statement to which a Demand Registration Notice relates, by submitting a written request to the Company (3a “Registration Request”) within fifteen (15) days after the date of such Demand Registration Notice, specifying the number of Registrable Securities that such Initial Requesting Holder intends to dispose of pursuant to such Registration RequestsStatement. Except as otherwise provided in this Agreement, JCF the Company shall be entitled prepare and use its reasonable best efforts to make two (2) such Registration Requestsfile with the SEC, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is within ninety (90) days after the date hereof and prior of the applicable Registration Demand, a Registration Statement with respect to the following (in either case subject to Section 3.1(j) if the Registrable Securities will be sold in an underwritten offering): (i) all Registrable Securities of the Initial Requesting Holder included in such Registration Demand and (ii) all Registrable Securities that other Stockholders elect to include in such Registration Statement, pursuant to one (1) year anniversary of the date hereof, Trident may exercise one (1) of its or more timely submitted Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such requestThereafter, the Company will give written notice of such request to all other Holders, and will shall use its reasonable best efforts to registerefforts, in accordance with Section 3.5, to effect the provisions registration of this Agreement, all the offering of such Registrable Securities that have been requested to be registered by under the Holder Securities Act and applicable state securities laws, for disposition in accordance with the intended method or methods of disposition stated in the underlying Registration Request or by any other Holders by written notice Demand. Subject to Section 3.1(j), the Company given within ten (10) Business Days after the date the Company has given may include in such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total Statement such number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in proposes to offer and sell for its own account or the Initial Request account of any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1Person.
Appears in 2 contracts
Sources: Stockholders Agreement (Thryv Holdings, Inc.), Stockholders Agreement (Thryv Holdings, Inc.)
Requests for Registration. At Subject to the provisions of this Article II, any Holder or group of Holders holding Registrable Securities representing at least 5% of the New Common Shares then outstanding may at any time following make a written request for registration under the one (1) year anniversary of the date hereof, each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration Securities Act of all or any part of the such Holders' Registrable Securities held by such Holder (a "Registration RequestDemand Registration"). Trident ; provided that no Holder shall be entitled to make three (3) such request a Demand Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days until 11 months after the effective date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) Plan. Such request shall specify the amount of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on to be registered and the date intended method or methods of such request (disposition. Promptly after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give shall send written notice of such request to all Holders and shall, subject to the provisions of this Article II, include in such Demand Registration all Registrable Securities with respect to which the Company receives written requests (specifying the amount of Registrable Securities to be registered and the intended method or methods of disposition) for inclusion therein within 15 days after such notice is sent; provided that if the managing underwriter for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise the Holders that, in its opinion, the inclusion of the amount of Registrable Securities to be sold for the account of Holders other than the Holder that initiated such Demand Registration ("Non-Initiating Holders") would adversely affect the success of the offering, then the number of Registrable Securities to be sold for the account of such Non-Initiating Holders shall be reduced (and will may be reduced to zero) in accordance with the managing underwriter's recommendation. As promptly as practicable thereafter, but in no event later than 45 days after the end of such 15-day period, but subject to Section 2.3 hereof, the Company shall use its reasonable best efforts to file with the SEC a Registration Statement, registering all Registrable Securities that any Holders have requested to register, for disposition in accordance with the provisions of this Agreement, all Registrable Securities that have been requested intended method or methods set forth in their notices to the Company. The Company shall use its reasonable best efforts to cause such Registration Statement to be registered by declared effective as soon as practicable after filing and to remain effective until the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten earlier of (10i) Business Days after 90 days following the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(aon which it was declared effective and (ii) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, which all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once covered thereby are disposed of in any nine (9) month periodaccordance with the method or methods of disposition stated therein; provided that the request no Registration Statement for a registration that immediately follows the registration pursuant Demand Registration shall become effective prior to the Initial Request may be as soon as six (6) months day following such earlier registration. Notwithstanding anything contained herein to the contrary, one-year anniversary of the Company will not include in effective date of the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1Plan.
Appears in 2 contracts
Sources: Registration Rights Agreement (Kmart Holding Corp), Registration Rights Agreement (Esl Investments Inc)
Requests for Registration. At any time following time, the one (1) year anniversary of the date hereof, each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests Shareholder may request in writing that the Company effect the registration of all or any part of the Registrable Securities held Beneficially Owned by such Holder the Shareholder and its Affiliates (a "“Registration Request"”). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable Promptly after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request to all other Holders, and will use its commercially reasonable best efforts to register, in accordance with the provisions of this AgreementDeed, all Registrable Securities (as defined below) that have been requested to be registered by the Holder in the Registration Request Request. Any registration requested by the Shareholder pursuant to Section 10(a)(i) or by 10(a)(iii) is referred to in this Deed as a “Demand Registration.” As used herein, the term “Registrable Securities” shall mean (1) Shares; (2) any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, shares or securities that the Company will not Shareholder may be required entitled to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereofreceive, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration have received pursuant to the Initial Request may be as soon as six Shareholder’s ownership of the Shares; and (63) months following such earlier registration. Notwithstanding anything contained herein any shares or securities issued or issuable directly or indirectly with respect to the contrary, the Company will not include shares referred to in the Initial Request any securities other than Registrable Securities owned foregoing clauses (1) and (2) by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred way of conversion or exchange thereof or share distribution or share split or in connection with a combination of shares, recapitalization, reclassification, merger, amalgamation, arrangement, consolidation or other reorganization, in each case Beneficially Owned by the Shareholder. As to any registration particular securities constituting Registrable Securities, such securities will cease to be Registrable Securities when (A) they have been effectively registered for sale under the Securities Act pursuant to this Section 1a Registration Statement (as defined below) and disposed of in accordance with the Registration Statement; (B) they have been sold to the public pursuant to Rule 144 or other exemption from registration under the Securities Act; (C) they have been bought back and cancelled by the Company; or (D) when all remaining Registrable Securities can be sold pursuant to Rule 144 without limitation.
Appears in 2 contracts
Sources: Shareholder Agreement (Exxaro Resources LTD), Shareholder Agreement (Tronox Holdings PLC)
Requests for Registration. At any time following the one (1) year anniversary of the date hereof, each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration of all or any part of the Registrable Securities held by such Holder (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that have been All registrations requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number are referred to herein as “Demand Registrations.” The holders of shares proposed to be registered constitutes at least the lesser of (x) 25% a majority of the total Sun Registrable Securities may at any time request registration under the Securities Act of all or any portion of such Sun Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-2 or S-3 or any similar short-form registration statement (“Short-Form Registrations”). ▇▇▇▇ ▇▇▇▇▇▇▇▇ and/or ▇▇▇▇ ▇▇▇▇▇▇▇▇ may at any time request a Long-Form Registration of all or any portion of the ▇▇▇▇▇▇▇▇ Registrable Securities or, if available, a Short Form Registration of such ▇▇▇▇▇▇▇▇ Registrable Securities; provided, however, that neither ▇▇▇▇ ▇▇▇▇▇▇▇▇ nor ▇▇▇▇ ▇▇▇▇▇▇▇▇ may request (i) his or their first Demand Registration hereunder before the first anniversary of the date of consummation of the Company’s Initial Public Offering, or (ii) his or their second Demand Registration before the first anniversary of the date of consummation of the sale of any ▇▇▇▇▇▇▇▇ Registrable Securities included in his or their first Demand Registration hereunder. Each request for a Demand Registration shall specify the approximate number of Registrable Securities held by requested to be registered and the Requesting Holder on anticipated per share price range for such offering. Within 10 days after receipt of any such request, the date hereof (or 15% in the case Company shall give written notice of an Initial Request) or (y) 10% of the total number such requested registration to all other holders of Registrable Securities held by all Holders on and, subject to Section 1(e) below, will include in such registration, in addition to the date hereof, or if the total number of Sun Registrable Securities then outstanding is less than such amountor the ▇▇▇▇▇▇▇▇ Registrable Securities, as the case may be, that are requested to be registered pursuant hereto, all Sun Registrable Securities or ▇▇▇▇▇▇▇▇ Registrable Securities, as applicable, with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1Company’s notice.
Appears in 2 contracts
Sources: Registration Rights Agreement (First NLC Financial Services Inc), Registration Rights Agreement (First NLC Financial Services Inc)
Requests for Registration. At Subject to the limits set forth in this Agreement, including, without limitation, the restrictions set forth in Section 4 hereof, at any time following after an IPO, the one Institutional Investors shall have the right, by delivering a written notice to the Company (1) year anniversary a “Demand Notice”), to require the Company to register, pursuant to the terms herein and in accordance with the provisions of the date hereofSecurities Act, each of Trident, JCF the offer and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration of all or any part sale of the number of Registrable Securities held by such Holder requested to be so registered pursuant to the terms herein (a "Registration Request"“Demand Registration”). Trident shall be entitled to make three Within ten (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (9010) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give receipt by the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such requesta Demand Notice, the Company will shall give written notice (the “Notice”) of such request Demand Notice to all other Holders. The Company shall, and will subject to the provisions of Section 2(b) hereof, include in such registration all Registrable Securities with respect to which the Company receives written requests for inclusion therein within ten (10) days after such Notice is given by the Company to Holders. Following receipt of a Demand Notice, the Company shall use its reasonable best efforts to registerfile a Registration Statement as promptly as practicable, in accordance with but not later than thirty (30) days after receipt of such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Warburg IX and Warburg X shall be entitled to two (2) Demand Registrations each; provided, however, that Warburg IX and Warburg X shall be entitled to an unlimited number of Demand Registrations that constitute Shelf Registrations. Notwithstanding any other provisions of this AgreementSection 2, in no event shall more than one Demand Registration occur within any six (6) month period from the effective date of any Registration Statement filed pursuant to a prior Demand Notice or within one hundred twenty (120) days after the effective date of a Registration Statement filed by the Company; provided, however, that no Demand Registration may be prohibited for such 120-day period more often than once in a twelve (12) month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 2 if the Registration Statement relating thereto (i) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 2(a) or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction or similar order or requirement of the SEC during such period. In the case of each of clauses (i), (ii) and (iii), the requesting Holder shall be entitled to an additional Demand Registration. All requests made pursuant to this Section 2 will specify the amount of Registrable Securities to be included in the Registration Statement and the intended methods of distribution thereof. The Company shall be required to maintain the effectiveness of the Registration Statement (except in the case of a Shelf Registration) with respect to any Demand Registration for a period of at least one hundred eighty (180) days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such Registration Statement at the request of (x) an underwriter or (y) the Company pursuant to the provisions herein. The Company shall be required to maintain the effectiveness of a Registration Statement for a Shelf Registration at all times after the effective date thereof until all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that any Holder of Registrable Securities that have been requested to included in a Registration Statement for a Shelf Registration may request that such Registrable Securities be registered by the Holder removed from such Registration Statement, in the Registration Request or by any other Holders by written notice to which event the Company given within ten (10) Business Days after the date the Company has given shall promptly either withdraw such Holders notice of the Registration Request; provided, that the Company will not be required Statement or file a post-effective amendment to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of such Registration Statement removing such Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registrationSecurities. Notwithstanding anything contained herein to the contrary, the Company will hereby agrees that (i) each Shelf Registration shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by a Holder to allow for a distribution to, and resale by, the direct and indirect partners, members or stockholders of a Holder (a “Partner Distribution”) and (ii) the Company shall, at the reasonable request of any Holder seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not include included in the Initial Request any securities other than Registrable Securities owned initial Registration Statement, or revise such language if deemed reasonably necessary by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant such Holder to this Section 1effect such Partner Distribution.
Appears in 2 contracts
Sources: Registration Rights Agreement (Warburg Pincus Private Equity IX, L.P.), Registration Rights Agreement (Laredo Petroleum Holdings, Inc.)
Requests for Registration. At any time following Subject to Section 1(e) below and the one (1) year anniversary of the date hereof, each of Trident, JCF other terms and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration of all or any part of the Registrable Securities held by such Holder (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts to register, in accordance with the provisions conditions of this Agreement, all Registrable Securities that have been requested to be registered by the Holder in the Registration Request or by at any other Holders by written notice time beginning thirty (30) days prior to the Company given within ten (10) Business Days after the date the Company has given such Holders notice expiration of the Registration Request; providedapplicable transfer restrictions under their respective Lock-Up Agreements, that each of (i) the Company will not be required to effect a registration pursuant to this Section 1(aFounder, (ii) unless Existing Investors or group of Existing Investors (other than the aggregate number of shares proposed to be registered constitutes BBH Investors) holding at least the lesser of thirty three percent (x33.0%) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total then-outstanding number of Registrable Securities held by all Holders Existing Investors and (iii) the BBH Investors, may (A) if a short-form registration statement is not available to the Company, request registration under the Securities Act on the date hereof, Form S-1 or if the total number any successor form or any similar long-form registration statement (a “Long-Form Registration”) of all or any portion of its Registrable Securities then outstanding in accordance with Section 1(b) or (B) if available, request registration under the Securities Act on Form S-3 (including a Shelf Registration) or any successor form or any similar short-form registration statement (a “Short-Form Registration”) of all or any portion of its Registrable Securities, as the case may be, in accordance with Section 1(c) (each such request, a “Demand Notice”); provided that (I) the Existing Investors (other than the BBH Investors) shall be collectively entitled to a total of three (3) Demand Registrations, (II) the Founder shall be entitled to a total of one (1) Demand Registration and (III) BBH Investors shall be collectively entitled to a total of three (3) Demand Registrations; provided further that a registration shall not count towards such number unless and until the relevant holder is less than such amount, all able to register and sell at least seventy-five percent (75%) of the Registrable Securities then outstandingrequested by such holder to be included in such registration. The Company will not be obligated to effect any registration All registrations requested pursuant to this Section 1(a) more than once in any nine (9) month period; provided that by the holders of Registrable Securities are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the intended method of distribution and the approximate number of Registrable Securities requested to be registered. No Demand Registration will be consummated (and no registration that immediately follows statement with respect thereto filed) if the registration number of Registrable Securities requested to be registered (including pursuant to the Initial Request may be as soon as six following sentence) is fewer than (6i) months following in the case of a Long-Form Registration, such earlier registration. Notwithstanding anything contained herein number of Common Shares or Preferred Shares (on an as-converted basis) with a value (based on the closing price of the Common Shares on the trading day immediately prior to the contraryfiling of the registration statement or prospectus supplement, as applicable, for any Long-Form Registration) of $25,000,000 and (ii) in the case of Short-Form Registrations, such number of Common Shares or Preferred Shares (on an as-converted basis) with a value (based on the closing price of the Common Shares on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable, for any Short-Form Registration) of $5,000,000. Within ten (10) days after receipt of any such request, the Company will not shall give written notice of such requested registration to all other Investors and, subject to the terms of Section 1(d), shall include in the Initial Request such registration (and in all related registrations and qualifications under state blue sky laws and in compliance with other registration requirements and in any securities other than related underwriting) all Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, with respect to which the Company will has received written requests for inclusion therein within thirty (30) days after the delivery of the Company’s notice. The Company shall pay all Registration Expenses incurred in connection (as defined below) with respect to Demand Registrations, whether or not any registration pursuant to this Section 1such offering is completed.
Appears in 2 contracts
Sources: Registration Rights Agreement (Riverview Sponsor Partners, LLC), Registration Rights Agreement (Riverview Acquisition Corp.)
Requests for Registration. (i) At any time following and from time to time after the one (1) year anniversary closing of the date hereof, each of Trident, JCF and DS (eacha Qualified Public Offering, a "Requesting Holder") shall respectively be entitled to make requests in writing that Demand Party may request registration, whether underwritten or otherwise, under the Company effect the registration Securities Act of all or any part of the such Demand Party’s Registrable Securities held by such Holder (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than Warrants and the Initial Request, but Common Stock underlying such Warrants) in any event within seven (7) days of such request, the Company will give written notice of such request an amount equal to all other Holders, and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that have been requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least less than the lesser of (xA) 25% of the total number of Registrable Securities held by each Holder (each of Nassau and THL shall be deemed to be one Holder for purposes of this clause (A)) comprising such Demand Party of the Requesting Holder class in respect of which such demand for registration is being made and (B) $75,000,000 in Aggregate Offering Price of Registrable Securities. Each such request for a registration shall specify the approximate number and class of Registrable Securities requested to be registered and the anticipated per share price range for such offering.
(ii) Within ten (10) days after receipt of any such request for a registration, the Company will give written notice (a “Demand Notice”) of such requested registration (including the number of Registrable Securities included and the possible intended methods of disposition thereof) to all other Holders of Registrable Securities, if any (including, in the case of a Demand Registration involving Common Stock, all Partnership Unit Holders for purposes of this Section 3(a)(ii) but subject to Section 4(e) hereof and all applicable restrictions and limitations on the date hereof redemption of Partnership Units set forth in the ARC LP Partnership Agreement, in order to afford such Holders the opportunity to participate in such Demand Registration through a redemption of Partnership Units in exchange for shares of Common Stock to be sold in the related offering), and will include (subject to the provisions of this Agreement) in such registration all Registrable Securities of the same class as the securities being registered with respect to which the Company has received written requests from any other Holders for inclusion therein within 20 days after the receipt of the Demand Notice, provided, however, that (A) if such Demand Registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in such registration must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Demand Party, and each such Holder (including Partnership Unit Holders who request to be included in such registration) shall, if requested by the underwriters, enter into a customary holdback agreement with respect to such Holder’s Registrable Securities as contemplated by Section 5(a) hereof, and (B) it shall be a condition to the participation by any Partnership Unit Holder in any such Demand Registration that no provision of the ARC LP Partnership Agreement shall prohibit or 15% restrict the redemption by such Partnership Unit Holder of any Partnership Units as to which such Partnership Unit Holder has made a request hereunder for inclusion in such Demand Registration and that (1) in the case of an Initial Request) or (y) 10% underwritten offering, such Partnership Unit Holder shall have delivered to ARC LP a notice of redemption, together with the total number of Registrable Securities held by all Holders on certificates evidencing the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of Partnership Units to be converted into the Registrable Securities then outstanding. The Company will to be included in such offering (the “Redemption Notice Package”) not be obligated less than five (5) Business Days prior to effect the closing date of such offering, and (2) in the case of any registration other offering, such Partnership Unit Holder shall have delivered to ARC LP a Redemption Notice Package a reasonable time prior to the proposed sale of such Holder’s Registrable Securities in such offering, as determined by the Company.
(iii) All registrations requested pursuant to this Section 1(a3(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant are referred to the Initial Request may be herein as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1“Demand Registrations.”
Appears in 2 contracts
Sources: Registration Rights Agreement (Affordable Residential Communities Inc), Registration Rights Agreement (Hilltop Holdings Inc.)
Requests for Registration. At any time Subject to the following paragraphs of this Section 3(b), following the Closing, one (1) year anniversary or more Shareholders shall have the right, by delivering or causing to be delivered a written notice to the Company, to require the Company to register pursuant to the terms of this Agreement, under and in accordance with the provisions of the date hereofSecurities Act, each the offer, sale and distribution of Tridentthe number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-3 (which, JCF unless all Shareholders delivering such notice request otherwise, shall be (A) filed pursuant to Rule 415 under the Securities Act and DS (eachB) if the Company is a Well-Known Seasoned Issuer at the time of filing such Registration Statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then eligible for such short-form, or any similar or successor short-form registration (“Short-Form Registrations”) or, if the Company is not then eligible for such short form registration, on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) (any such written notice, a "Requesting Holder") “Demand Notice” and any such registration, a “Demand Registration”), as soon as reasonably practicable after delivery of such Demand Notice, but, in any event, the Company shall respectively be entitled required to make the initial filing of the Registration Statement within thirty (30) days following receipt of such Demand Notice in the case of a Short-Form Registration or within sixty (60) days following receipt of such Demand Notice in the case of a Long-Form Registration; provided, however, that unless a Shareholder requests in writing that to have registered all of its Registrable Securities, a Demand Notice for a Marketed Offering may only be made if the Company effect the registration of all or any part sale of the Registrable Securities held requested to be registered by such Holder Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of $150,000,000 (a "Registration Request"without regard to any underwriting discount or commission). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its Following receipt of any a Demand Notice for a Demand Registration Request, other than the Initial Request, but in any event within seven (7) days of such requestaccordance with this Section 3(b), the Company will give written notice of such request to all other Holders, and will shall use its reasonable best efforts to registercause such Registration Statement to become effective under the Securities Act as promptly as practicable after the filing thereof (if such Registration Statement is not an Automatic Shelf Registration Statement).
(i) No Demand Registration shall be deemed to have occurred for purposes of this Section 3(b) or 4(c), and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 3(f) or 4(c), if (A) the Registration Statement relating thereto (and covering not less than all Registrable Securities specified in the applicable Demand Notice for sale in accordance with the provisions intended method or methods of this Agreementdistribution specified in such Demand Notice) (1) does not become effective, all Registrable Securities that have been requested to be registered by or (2) is not maintained effective for the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be period required to effect a registration pursuant to this Section 1(a3 or (B) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% offering of the total Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period or (C) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not satisfied other than as a result of the Shareholders’ actions.
(ii) All requests made pursuant to this Section 3(b) must: (A) state that it is a notice to initiate a Demand Registration under this Agreement; (B) identify the Shareholders effecting the request; and (C) specify the number of Registrable Securities held to be registered and the intended method(s) of disposition thereof.
(iii) Except as otherwise agreed by all Shareholders with Registrable Securities subject to a Demand Registration, the Company shall maintain the continuous effectiveness of the Registration Statement with respect to any Demand Registration until such securities cease to be Registrable Securities or such shorter period upon which all Shareholders with Registrable Securities included in such Registration Statement have notified the Company that such Registrable Securities have actually been sold.
(iv) Within three (3) business days after receipt by the Requesting Holder on the date hereof (or 15% in the case Company of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration a Demand Notice pursuant to this Section 1(a3(b), the Company shall deliver a written notice of any such Demand Notice to all other holders of Registrable Securities, and the Company shall, subject to the provisions of Section 3(c), include in such Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein (whether or not any of the Shareholders have exercised its, his or her conversion rights) more than once in any nine within three (93) month perioddays after the date that such notice has been delivered; provided that a majority of the request for Shareholders must agree to a registration that immediately follows plan of distribution proposed by the registration pursuant to Shareholders who delivered the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contraryDemand Notice and, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any underwritten registration, such holders (together with the Company) must enter into an underwriting agreement in the form reasonably approved by the Company and the Shareholders holding the majority of the Registrable Securities. All requests made pursuant to the preceding sentence shall specify the aggregate amount of Registrable Securities to be registered and the intended method of distribution of such securities. For the avoidance of doubt, an underwritten registration pursuant to this a Demand Registration may be made pursuant to an effective shelf Registration Statement filed pursuant to Section 13(a) hereof.
Appears in 2 contracts
Sources: Registration Rights Agreement (Signet Jewelers LTD), Investment Agreement (Signet Jewelers LTD)
Requests for Registration. At Subject to the provisions of this Article II, any time following the one (1) year anniversary Holder or group of the date hereof, each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration of all or any part of Holders holding Registrable Securities representing at least 50.1% the Registrable Securities held by then outstanding may at any time make (a) one written request for registration under the Securities Act of at least 33% of such Holder (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary Holders’ Registrable Securities consisting of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Debt Securities on the date Issuer and (b) four written requests for registration under the Securities Act of at least 25% of such request Holders’ Registrable Securities consisting of PubliCo Shares having an aggregate market value greater than U.S.$20 million on PubliCo (such written request, in either case, a “Demand Registration”). Such requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. Promptly after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give Issuer, in the case of Registrable Securities consisting of Debt Securities, or PubliCo in the case of Registrable Securities consisting of PubliCo Shares shall send written notice of such request to all other Holders and shall, subject to the provisions of this Article II, include in such Demand Registration all Registrable Securities with respect to which the Issuer or PubliCo, as the case may be, receives written requests (specifying the amount of Registrable Securities to be registered and the intended method or methods of disposition) for inclusion therein within 15 days after such notice is sent; provided that if the managing underwriter(s) for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise the Holders and the Issuer or PubliCo, as the case may be, that in its reasonable opinion, the number of Registrable Securities to be sold would adversely affect the success of the offering, then the Issuer or PubliCo, as the case may be, will reduce the number of Registrable Securities included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above. The number of Registrable Securities that may be registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities beneficially owned by the respective Holders, second, all Debt Securities or PubliCo Shares proposed to be registered for offer and will sale by the Issuer or PubliCo, as the case may be, and third, to Debt Securities or PubliCo Shares proposed to be registered pursuant to any piggy-back registration rights of third parties. As promptly as practicable thereafter, but in no event later than 45 days after the end of such 15-day period, but subject to Section 2.3 hereof, the Issuer or PubliCo, as the case may be, shall use its reasonable best efforts to file with the SEC a Registration Statement, registering all Registrable Securities that any Holders have requested to register, for disposition in accordance with the provisions of this Agreementintended method or methods set forth in their notices to the Issuer or PubliCo, all Registrable Securities that have been requested as the case may be. The Issuer and/or PubliCo, as the case may be, shall use its reasonable best efforts to cause such Registration Statement to be registered by declared effective as soon as practicable after filing and to remain effective until the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten earlier of (10i) Business Days after 150 days following the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(aon which it was declared effective and (ii) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, which all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once covered thereby are disposed of in any nine (9) month periodaccordance with the method or methods of disposition stated therein; provided that the request no Registration Statement for a registration that immediately follows Demand Registration shall become effective prior to the registration day following the expiration of the Lock-up Period. Notwithstanding anything to the contrary in this Article II, no Holder shall have the right to require the Issuer or PubliCo, as the case may be, to register any Registrable Securities pursuant to Article II during any period (not to exceed 135 days) following the closing of the completion of the distribution of the securities offered by the Issuer or PubliCo, as the case may be, and registered pursuant to the Initial Request Article III Notice that would cause the Issuer or PubliCo, as the case may be as soon as six (6) months following such earlier registration. Notwithstanding anything be, to breach a lock-up provision contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1underwriting agreement for such distribution.
Appears in 2 contracts
Sources: Registration Rights Agreement (Lazard LTD), Registration Rights Agreement (Lazard LTD)
Requests for Registration. At any time Subject to the following the one (1) year anniversary paragraphs of the date hereofthis Section 2(a), each of Trident, JCF and DS (each, the Requisite Shareholders shall have the right from time to time by delivering a "Requesting Holder") shall respectively be entitled written notice to make requests in writing that the Company effect the registration of all or any part of the Registrable Securities held by such Holder (a "Registration Request"). Trident shall be entitled “Demand Notice”) to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give require the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts to register, pursuant to the terms of this Agreement under and in accordance with the provisions of this Agreementthe Securities Act, all the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (a “Demand Registration”); provided, however, that have been (i) a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by the Holder participating Requisite Shareholders is reasonably expected by such Requisite Shareholders to result in aggregate gross cash proceeds in excess of $50,000,000 (before deducting any underwriting discount or commission); provided that notwithstanding the foregoing or anything to the contrary elsewhere in this Agreement, each Requisite Shareholder shall have the right to deliver an Initiating Demand Notice (as defined below) no fewer than five (5) times and a Joinder Demand Notice (as defined below) no fewer than five (5) times; and (ii) the Company shall not be obligated to effect more than one such Demand Registration Request or in any 180-day period without the consent of a majority of the board of directors. In the event any Requisite Shareholder (an “Initiating Demand Shareholder”) delivers a Demand Notice (an “Initiating Demand Notice”), each other Requisite Shareholder shall be entitled to join in such demand for registration by any other Holders by delivering written notice thereof (a “Joinder Demand Notice”) to the Company given and the Initiating Demand Shareholder within ten (10) Business Days after its receipt of the Notice (as defined below) from the Company, in which case the Initiating Demand Notice shall be deemed to have been delivered jointly by the Initiating Demand Shareholder and each other Requisite Shareholder which delivered a Joinder Demand Notice (each, an “Additional Demand Shareholder” and together with the Initiating Demand Shareholder, the “Demand Shareholders”) as of the date of the receipt by the Company has given such Holders notice of the Registration Request; providedInitiating Demand Notice and for the number of Registrable Securities set forth in the Initiating Demand Notice with respect to the Initiating Demand Shareholder and in the respective Joinder Demand Notice with respect to each Additional Demand Shareholder. Following receipt of an Initiating Demand Notice, that the Company will shall file a Registration Statement with respect to the Registrable Securities covered in such Initiating Demand Notice and, if applicable, in any related Joinder Demand Notices, and otherwise requested to be included in such Registration Statement in accordance with this Section 2(a), as promptly as practicable, but not later than 45 days after receipt of such Initiating Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Any Demand Registration may be required by the Requisite Shareholders making such demand to effect a registration be on an appropriate form under the Securities Act (including Form S-3ASR or any successor form that becomes effective upon filing with the SEC if the Company is then eligible to use such form) in accordance with the methods of distribution set forth in the Registration Statement and Rule 415 under the Securities Act. No Demand Registration shall be deemed to have occurred for purposes of this Section 2 if the Registration Statement relating thereto (i) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 1(a2, or (iii) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% offering of the total Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction or similar order or requirement of the SEC during such period in which case such Requisite Shareholders shall be entitled to an additional Demand Registration, as the case may be, in lieu thereof. Within 10 days after receipt by the Company of an Initiating Demand Notice, the Company shall give written notice (the “Notice”) of such Initiating Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 2(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within 15 days after such Notice is given by the Company to such holders. All requests made pursuant to this Section 2 will specify the number of Registrable Securities held by to be registered and the Requesting Holder on the date hereof (or 15% in the case intended methods of an Initial Request) or (y) 10% of the total number disposition thereof. Each holder of Registrable Securities held by all Holders on the date hereof, or if the total number of which has requested to include Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect in any registration Registration Statement pursuant to this Section 1(a2(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant shall furnish to the Initial Request may be Company in writing such other information regarding such holder and the distribution proposed by such holder as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred reasonably requests specifically for use in connection with such Registration Statement. The Company shall be required to maintain the effectiveness of the Registration Statement with respect to any registration pursuant to this Section 1Demand Registration for a period of at least 270 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold.
Appears in 2 contracts
Sources: Registration Rights Agreement (Virgin Mobile USA, Inc.), Registration Rights Agreement (Virgin Mobile USA, Inc.)
Requests for Registration. At any time following A Major Shareholder shall, subject to Section 3(e), have the one (1) year anniversary right, by delivering or causing to be delivered a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the date hereofSecurities Act, each the number of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration of all or any part of the Registrable Securities held by such Holder (a "Registration Request"). Trident shall Major Shareholder requested to be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior so registered pursuant to the one terms of this Agreement (1) year anniversary of the date hereofany such written notice, Trident may exercise one (1) of its Registration Requests; provided that a “Demand Notice” and any such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock splitregistration, combination, recapitalization or similar transaction) (the "Initial Request"a “Demand Registration”); provided, furtherhowever, that Trident shall give a Demand Notice may only be made if the Company at least 30 days prior written notice sale of its intent the Registrable Securities requested to exercise be registered by such Major Shareholder is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission). Any Demand Notice may request that the Initial RequestCorporation register Registrable Securities on an appropriate form, including a shelf registration statement, and, if the Corporation is a WKSI, an automatic shelf registration statement. As promptly as reasonably practicable after its Following receipt of any a Demand Notice for a Demand Registration Request, other than the Initial Request, but in any event within seven (7) days of such requestaccordance with this Section 3(a), the Company will give written notice of such request Corporation shall, subject to all other HoldersSection 3(c), and will use its reasonable best efforts to registerfile a Registration Statement as reasonably promptly as practicable, but in any event no later than sixty (60) days after the date of the related Demand Notice and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as reasonably promptly as practicable after the filing thereof, but in no event later than one hundred eighty (180) days after the date of the Related Demand Notice. No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if (i) the Registration Statement relating thereto does not become effective, (ii) such Registration Statement is not maintained effective for the period required pursuant to this Section 3, or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, in which case, the requesting holder of Registrable Securities shall be entitled to an additional Demand Registration in lieu thereof. Within five (5) business days after receipt by the Corporation of a Demand Notice in accordance with this Section 3(a), the Corporation shall give written notice (the “Notice”) of such Demand Notice (including any Demand Notice delivered pursuant to Section 3(e)(ii)) to all other holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Corporation received written requests for inclusion therein within 20 days after such Notice is given by the Corporation to such holders. Notwithstanding the foregoing, the Corporation may delay any Demand Notice until after filing a Registration Statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Corporation may, subject to Section 3(b), elect to include in any Registration Statement and offering pursuant to a Demand Registration, (i) authorized but unissued shares of Class A Common Stock or shares of Class A Common Stock held by the Corporation as treasury shares and (ii) any other shares of Class A Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Corporation after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement and which have been approved by the Major Shareholders (“Additional Piggyback Rights”). All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered, and the intended methods of disposition thereof. The Corporation shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days (or three years in the case of a shelf registration statement) after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Corporation or an underwriter of the Corporation pursuant to the provisions of this Agreement, all Registrable Securities that have been requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1.
Appears in 2 contracts
Sources: Registration Rights Agreement (Informatica Inc.), Registration Rights Agreement (Informatica Inc.)
Requests for Registration. At any time following (a) Notwithstanding the one (1) year limitations set forth in Section 8.3 above, subject to the Ownership Limit and the discretion of the Company, all Limited Partners in the aggregate may request the registration of L.P. Units prior to the first anniversary of the date hereof, each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests Closing Date in writing that the Company effect connection with the registration of all an aggregate of 500,000 shares of Common Stock on a Form S-3 or another appropriate form pursuant to Rule 415 under the Securities Act (or any part successor rule or regulation), upon converting L.P. Units into shares of the Registrable Securities held by such Holder (a "Registration Request")Common Stock. Trident Such registration shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior subject to the one Blackout Period described in Section 8.3.
(1b) year anniversary of If the date hereof, Trident may exercise one (1) of its Registration Requests; provided Company shall receive a written request from Limited Partners holding no fewer that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) 500,000 L. P. Units (the "Initial RequestInitiating Holders"); provided, further, that Trident shall give ) and the Company at least 30 days prior written notice is not then eligible to file a registration statement on Form S-3 or another appropriate form pursuant to Rule 415 of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt Securities Act (or any successor rule or regulation) in accordance with the requirements of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such requestSection 8.3, the Company will shall promptly give written notice of such request to all other HoldersLimited Partners and shall, subject to the limitations set forth below, effect as soon as practicable, and will use its reasonable best efforts in any event with in one hundred twenty (120) days of the receipt of such request, a registration on Form S-11, or an equivalent form, of all Registrable Securities which the Limited Partners request to register, be registered within twenty (20) days of the mailing of such notice by the Company in accordance with Section 12 hereof in an underwritten public offering. The underwriter will be selected by a majority in interest of the provisions Initiating Holders and shall be an underwriter of nationally recognized standing reasonably acceptable to the Company. In such event, the right of any Limited Partner to include such Limited Partner's Registrable Securities in such registration shall be conditioned upon such Limited Partner's participation in such underwriting and the inclusion of such Limited Partner's Registrable Securities in the underwriting to the extent provided herein. All Limited Partners proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this AgreementSection 8.4(b), if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Limited Partners proposing to distribute Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that have been requested to may be registered by the Holder included in the Registration Request or by any other Holders by written notice underwriting shall be allocated among all Limited Partners, including the Initiating Holders, in proportion (as nearly as practicable) to the Company given within ten (10) Business Days after the date amount of Registrable Securities of the Company has given such Holders notice of the Registration Requestowned by each Holder; providedprovided however, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% to be included in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will underwriting shall not be obligated reduced unless all other securities to effect be offered for sale by any security holder are first entirely excluded from the underwriting. In addition, any registration pursuant to this Section 1(a8.4(b) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant shall be subject to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include Blackout Period described in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 18.3.
Appears in 2 contracts
Sources: Exchange Rights Agreement (Mission West Properties/New/), Exchange Rights Agreement (Mission West Properties Inc)
Requests for Registration. At any time Subject to the following the one paragraphs of this Section 3(a), (1i) year anniversary of the date hereof, each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled prior to make requests in writing that the Company effect the registration of all or any part of the Registrable Securities held by such Holder (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days ten years after the date hereof the Initial Member, and prior on or after the date that is ten years after the date hereof the Initial Member and the Minority Member, shall have the right, by delivering or causing to be delivered a written notice to the one (1) year anniversary Company, to require the Company to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the date hereofSecurities Act, Trident the sale of a number of LLC Units (which may exercise one (1) of its Registration Requests; provided that such Registration Request shall or may not be for more than 750,000 Registrable Securities) specified by the Initial Member or the Minority Member to be so sold in the initial Public Offering (an “IPO Demand”); (ii) following the initial Public Offering, each of the Initial Member and the Minority Member shall have the right, by delivering, directly or indirectly, a written notice to the Company, to require the Company to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the number of Registrable Securities on requested to be so registered by the date Initial Member or the Minority Member pursuant to the terms of this Agreement, (any such request written notice pursuant to clause (after giving effect to i) or (ii), a “Demand Notice” and any subsequent stock splitsuch registration, combination, recapitalization or similar transaction) (the "Initial Request"a “Demand Registration”); provided, furtherhowever, that Trident that, in each case, a Demand Notice may only be made if the Registrable Securities requested to be registered in such Demand Notice is reasonably expected by such demanding Shareholder to result in aggregate gross cash proceeds in excess of $200,000,000 (without regard to any underwriting discount or commission); provided, further that, unless the Initial Member shall give otherwise consent, the Company at least 30 shall not be obligated to file a Registration Statement relating to any registration request under this Section 3(a) within a period of 180 days prior written notice of its intent to exercise after the Initial Request. As promptly as reasonably practicable after its receipt effective date of any other Registration Request, other than Statement relating to any registration request under this Section 3(a) (except if the Initial Requestunderwriters shall require a longer period, but in any event within seven (7) days no more than 270 days). Following receipt of such requesta Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company will give written notice of such request to all other Holders, and will shall use its reasonable best efforts to registerfile a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof; provided, however, that notwithstanding the foregoing, if a Demand Notice is delivered or caused to be delivered by the Minority Member pursuant to its right to make an IPO Demand under Section 3(a)(i), such notice shall be deemed to have been delivered on the date that is 120 days after the date that such notice is delivered by the Minority Member. During the 120 day period set forth in the immediately preceding sentence of this Section 3(a), the Company shall consult with the Initial Member and, if directed by the Initial Member, the Company shall prepare an Alternative IPO Entity for the initial Public Offering in accordance with Section 11 hereof and any demand made by the Minority Member shall thereafter be deemed to be a Demand Notice in respect of the IPO Units; provided that, prior to the date that is ten years after the date hereof, no Member (other than the Initial Member) shall be entitled to serve a Demand Notice in respect of the LLC Units or the IPO Units until the date that is 30 days after the final day of any lock-up period relating to the IPO agreed between the Alternative IPO Entity and the underwriters managing the IPO of the Alternative IPO Entity. No Demand Registration or related Demand Notice shall be deemed to have occurred for purposes of this Section 3 if the Registration Statement relating thereto (i) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 3, or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, in which case, such requesting holder of Registrable Securities shall be entitled to an additional Demand Notice and Demand Registration in lieu thereof. Within 10 days after receipt by the Company of an IPO Demand in accordance with clause (i) of the first paragraph of this Section 3(a), provided that the Member serving the IPO Demand proposes to include Registrable Securities held by such Member in the offering that is the subject of such IPO Demand, or a Demand Notice in accordance with clause (ii) of the first paragraph of this Section 3(a), the Company shall give written notice (the “Participation Notice”) of such IPO Demand or Demand Notice to all other Shareholders directly or indirectly holding Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, offer to such Shareholders the opportunity to include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within 15 days after such Participation Notice is given by the Company to such holders. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and/or, in the case of an initial Public Offering, the number of LLC Units to be issued or sold, and the intended methods of disposition thereof. The Company shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days (two years for a shelf registration statement) after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Company or an underwriter of the Company pursuant to the provisions of this Agreement, all Registrable Securities that have been requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1.
Appears in 2 contracts
Sources: Registration Rights Agreement (Oncor Electric Delivery Co LLC), Contribution and Subscription Agreement (Oncor Electric Delivery Co LLC)
Requests for Registration. At any time Subject to the following paragraphs of this Section 3(b), following the Closing, one (1) year anniversary or more Shareholders shall have the right, by delivering or causing to be delivered a written notice to the Company, to require the Company to register pursuant to the terms of this Agreement, under and in accordance with the provisions of the date hereofSecurities Act, each the offer, sale and distribution of Tridentthe number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-3 (which, JCF unless all Shareholders delivering such notice request otherwise, shall be (A) filed pursuant to Rule 415 of the Securities Act and DS (B) if the Company is a Well-Known Seasoned Issuer at the time of filing such Registration Statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then eligible for such short-form, or any similar or successor short-form registration (each, a "Requesting Holder"“Short-Form Registration”) or, if the Company is not then eligible for such short form registration, on Form S-1 or any similar or successor long-form registration (each, a “Long-Form Registration”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”), as soon as reasonably practicable after delivery of such Demand Notice, but, in any event, the Company shall respectively be entitled required to make requests in writing that the Company effect the registration of all or any part initial filing of the Registrable Securities held by Registration Statement within sixty (60) days following receipt of such Holder (Demand Notice in the case of a "Short-Form Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is or within ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date following receipt of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (Demand Notice in the "Initial Request")case of a Long-Form Registration; provided, furtherhowever, that Trident shall give the Company at least 30 days prior written notice that, unless a Shareholder requests to have registered all of its intent Registrable Securities, a Demand Notice may only be made if the sale of the Registrable Securities requested to exercise the Initial Requestbe registered by such Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of $150,000,000 (without regard to any underwriting discount or commission). As promptly as reasonably practicable after its Following receipt of any a Demand Notice for a Demand Registration Request, other than the Initial Request, but in any event within seven (7) days of such requestaccordance with this Section 3(b), the Company will give written notice of such request to all other Holders, and will shall use its reasonable best efforts to registercause such Registration Statement to become effective under the Securities Act as promptly as practicable after the filing thereof (if such Registration Statement is not an Automatic Shelf Registration Statement).
(i) No Demand Registration shall be deemed to have occurred for purposes of this Section 3(b) or Section 4(c), and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 3(f) or 4(c), if (A) the Registration Statement relating thereto (and covering not less than all Registrable Securities specified in the applicable Demand Notice for sale in accordance with the provisions intended method or methods of distribution specified in such Demand Notice) (1) does not become effective, or (2) is not maintained as effective for the period required pursuant to this Section 3, (B) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, or (C) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not satisfied other than as a result of the Shareholders’ actions.
(ii) Each Demand Notice made pursuant to this Section 3(b) must: (A) state that it is a notice to initiate a Demand Registration under this Agreement, all ; (B) identify the Shareholders effecting the request; and (C) specify the number of Registrable Securities that have been requested of each such Shareholder to be registered and the intended method(s) of disposition thereof.
(iii) Except as otherwise agreed by all Shareholders with Registrable Securities subject to a Demand Registration, the Holder in Company shall maintain the continuous effectiveness of the Registration Request or by any other Holders by written notice Statement with respect to such Demand Registration until the Company given within ten earliest to occur of (10x) the date on which such securities cease to be Registrable Securities, (y) the date on which such Registrable Securities have actually been sold and (z) one hundred eighty (180) days after the effective date of such Registration Statement.
(iv) Within five (5) Business Days after the date receipt by the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration Demand Notice pursuant to this Section 1(a3(b) unless (the aggregate number “Triggering Demand Notice”), the Company shall deliver a written notice of shares proposed any such Demand Notice to be registered constitutes at least the lesser of (x) 25% of the total number all other holders of Registrable Securities held by Securities, and the Requesting Holder on Company shall, subject to the date hereof (or 15% provisions of Section 3(c), include in the case of an Initial Request) or (y) 10% of the total number of such Demand Registration all such Registrable Securities held by all Holders on with respect to which the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, Company has received written requests for inclusion therein meeting all of the Registrable Securities then outstanding. The requirements of a Demand Notice under this Agreement (whether or not any of the other Shareholders demanding such inclusion have exercised such Shareholders’ conversion rights) within five (5) days after the date that such notice from the Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month periodhas been delivered; provided that the request for a registration that immediately follows the registration pursuant (A) all of such other Shareholders must agree to the Initial Request may be as soon as six plan of distribution proposed by the Shareholders who delivered the Triggering Demand Notice and (6B) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any underwritten registration, such holders must agree to abide and be bound by the underwriting agreement approved by the Company and the Shareholders who delivered the Triggering Demand Notice as if they were such Shareholders. All requests made pursuant to the preceding sentence shall specify the aggregate amount of Registrable Securities to be registered and the intended method of distribution of such securities.
(v) For the avoidance of doubt, an underwritten registration pursuant to this a Demand Registration may be made pursuant to an effective shelf Registration Statement filed pursuant to Section 13(a) hereof.
Appears in 2 contracts
Sources: Registration Rights Agreement (Catalent, Inc.), Equity Commitment and Investment Agreement (Catalent, Inc.)
Requests for Registration. At Subject to Sections 1(c) and 1(d), at any time following and from time to time after six (6) months after the one (1) year anniversary closing of the date hereofIPO, each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that either the Company effect Majority Onex Shareholders or the registration of all or any part of the Registrable Securities held by such Holder (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) Majority Common Shareholders (the "Initial Request"); provided, further, that Trident shall give parties giving such notice are the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7“Demanding Shareholders”) days of such request, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that have been requested to be registered by the Holder in the Registration Request or by any other Holders may by written notice to the Company given within ten request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration (10“Long-Form Registrations”) or, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) and may request that such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a registration under this Section 1(b) shall specify the approximate number of Registrable Securities requested to be registered and the proposed method of distribution. The Company, subject to Section 1(f), shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the date filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company has given may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such Holders notice have the same amount of the time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% the Registrable Securities of the total Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities held intended to be disposed of by such holder) within five (5) days following the Requesting Holder on the date hereof (or 15% in the case receipt of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than any such amount, all of the Registrable Securities then outstandingDemand Exercise Notice. The Company will not be obligated to effect any registration All registrations requested pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to and this Section 11(b) are referred to herein as “Demand Registrations.”
Appears in 2 contracts
Sources: Registration Rights Agreement (JELD-WEN Holding, Inc.), Registration Rights Agreement (JELD-WEN Holding, Inc.)
Requests for Registration. At Subject to the terms and conditions of this Agreement, (i) on any time two (2) occasions from and after 180 days following the one IPO or, if earlier, the release (1whether in whole or in part) year anniversary of the date hereofShares held by an Investor pursuant to the lock-up agreement entered into with the underwriters pursuant to the IPO, each Holders of Tridentat least fifty percent (50%) of the Registrable Securities may request registration under the Securities Act of at least twenty-five percent (25%) of the Registrable Securities on Form F-1 or any similar long-form registration (“Long-Form Registrations”), JCF and DS (eachii) on no more than two (2) occasions in any twelve (12) month period, a "Requesting Holder"Holders of at least thirty percent (30%) shall respectively be entitled to make requests in writing of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form F-3 or any similar short-form registration (“Short-Form Registrations”) if available; provided that the Company effect shall not be obligated to file registration statements relating to any (A) Long-Form Registration under this Section 2(a) unless the market value of the Registrable Securities proposed to be registered is at least $50 million or (B) Short-Form Registration under this Section 2(a) unless the market value of the Registrable Securities proposed to be registered is at least $20 million. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” Following such Demand Registration, the Company shall use reasonable commercial efforts to file a registration statement under the Securities Act covering the registration of all or any part of the Registrable Securities held by such Holder that the relevant Holders request to be registered (a "Registration Request"). Trident shall be entitled to make three (3as set out below) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As as promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, possible but in any event within seven sixty (760) days of the mailing of the Company’s notice pursuant to this Section 2(a), provided that all necessary documents for such requestregistration can be obtained and prepared within such 60-day period. The Holders making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) and, if the Company is a WKSI at the time any request for a Demand Registration is submitted to the Company, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Except to the extent that Section 2(d) applies, upon receipt of the request for the Demand Registration, the Company will shall as promptly as reasonably practicable (but in no event later than ten days after receipt of the request for the Demand Registration) give written notice of such request the Demand Registration to all other HoldersHolders who hold Registrable Securities and, subject to the terms of Section 2(e), shall include in such Demand Registration (and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within (x) 15 days, in the case of any notice with respect to a Long-Form Registration, or (y) ten days, in the case of any notice with respect to a Short-Form Registration, after the receipt of the Company’s notice. Each Holder agrees that have been requested such Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of the Company or until such time as the information contained therein is or becomes available to be registered the public generally, other than as a result of disclosure by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice breach of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to terms of this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1Agreement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Oatly Group AB), Registration Rights Agreement (Oatly Group AB)
Requests for Registration. At any time following the one (1) year anniversary of the date hereof, each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration of all or any part of the Registrable Securities held by such Holder (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) Commencing 180 days after the date hereof and prior Initial Public Offering, each Qualified Holder Group shall have the right by delivering a written notice to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) Company (the "Initial Request"); provided, further, that Trident shall give “Demand Notice”) to require the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts to register, pursuant to the terms of this Agreement under and in accordance with the provisions of this Agreementthe Securities Act, all the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (a “Demand Registration”); provided, however, that have been except for a Demand Notice relating to the Management Demand (defined below), a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by such Qualified Holder Group is reasonably expected to result in aggregate gross cash proceeds in excess of $20,000,000. Following receipt of a Demand Notice for a Demand Registration, the Holder Company shall use its commercially reasonable efforts to file a Registration Statement as promptly as practicable after such Demand Notice, and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. The Management Qualified Holders shall be entitled collectively to a maximum of one Demand Registration (the “Management Demand”) and the Yorktown Qualified Holders shall be entitled collectively to a maximum of three Demand Registrations. Notwithstanding any other provisions of this Section 3, in no event shall more than one (1) Demand Registration occur during any six-month period (measured from the effective date of the Registration Request Statement to the date of the next Demand Notice) or within 120 days after the effective date of a Registration Statement filed by any other Holders the Company; provided that no Demand Registration may be prohibited for such 120-day period more often than once in a twelve-month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to this Section 3(a), in which case the Demanding Qualified Holder Group shall be entitled to an additional Demand Registration in lieu thereof. Within ten (10) days after receipt by the Company of a Demand Notice, the Company shall give written notice (the “Notice”) of such Demand Notice to all holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Company given received written requests for inclusion therein within ten (10) Business Days days after the date such Notice is given by the Company has given to such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration holders. All requests made pursuant to this Section 1(a) unless 3 will specify the aggregate number amount of shares proposed Registrable Securities to be registered constitutes and the intended methods of disposition thereof. The Company shall use commercially reasonable efforts to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the lesser effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of (x) 25% of time equal to the total number period the holders of Registrable Securities held by refrain from selling any securities included in such registration at the Requesting Holder on the date hereof (or 15% in the case request of an Initial Request) or (y) 10% underwriter of the total number of Registrable Securities held by all Holders on Company or the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1Agreement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Approach Resources Inc), Registration Rights Agreement (Approach Resources Inc)
Requests for Registration. At any time following (b) . This Section 1(a) describes the one (1) year anniversary circumstances under which certain holders of Registrable Securities may request registration under the date hereof, each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration Securities Act of all or any part portion of the Sponsor Investor Registrable Securities held by such Holder on Form S-1 or any similar long-form registration (a "“Long-Form Registration”), or, if available, on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (a “Short-Form Registration”), if available, by delivering a written request to the Company for the registration of such Sponsor Investor Registrable Securities. Any registration requested pursuant to this Section 1(a) is referred to herein as a “Demand Registration.” Each request for a Demand Registration Request")shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Trident shall be entitled to make three Within four (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (904) days after receipt of any such request, the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident Company shall give the Company at least 30 days prior written notice of its intent such requested registration to exercise all other holders of Registrable Securities and, subject to Section 1(f) below, shall include in such registration all Registrable Securities with respect to which the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event Company has received written requests for inclusion therein within seven (7) days after the receipt of the Company’s notice of such requestrequested registration to such other Holders of Registrable Securities. Subject to this Section 1 and Section 3, after delivery of such request for a Demand Registration, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts to register(i) shall file promptly (and, in accordance with the provisions of this Agreementany event, all Registrable Securities that have been requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof thirty (or 15% 30) days in the case of an Initial Request) a request for a Long-Form Registration or (y) 10% fourteen (14) days in the case of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the a request for a registration that immediately follows the registration pursuant Short-Form Registration, in each case, following delivery of such request for a Demand Registration to the Initial Request may be as soon as six Company) with the Securities and Exchange Commission a Registration Statement relating to such Demand Registration (6a “Demand Registration Statement”) months following and (ii) shall use its best efforts to cause such earlier registration. Notwithstanding anything contained herein Demand Registration Statement to promptly become effective under the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1Act.
Appears in 2 contracts
Sources: Registration Rights Agreement (AEVEX Corp.), Registration Rights Agreement (AEVEX Corp.)
Requests for Registration. At Subject to Section 3.1(b) and the other terms of this Article 3, any time following 5% Stockholder shall have the one (1right to, in each case, pursuant to Section 3.1(c) year anniversary of the date hereofor Section 3.1(d), each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that request the Company to effect the registration under and in accordance with the provisions of the Securities Act of the offering of all or any part portion of the Registrable Securities held beneficially owned by such Holder 5% Stockholder by submitting a written request of such registration and specifying the amount of Registrable Securities proposed to be registered and the intended method (or methods) and plan of disposition thereof, including whether such requested registration is to involve an underwritten offering (a "“Registration Request"Demand”). Trident The Company shall give prompt written notice thereof (a “Demand Registration Notice”) (and in any event within ten Business Days from the date of receipt of such Registration Demand) to each of the other 5% Stockholders, each of whom shall be entitled to make three elect to include, subject to the terms and conditions set forth in this Article 3, Registrable Securities beneficially owned by it in the Registration Statement to which a Demand Registration Notice relates, by submitting a written request to the Company (3a “Registration Request”) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) within 15 days after the date hereof and prior to of such Demand Registration Notice, specifying the one (1) year anniversary number of the date hereof, Trident may exercise one (1) of its Registration Requests; provided Registrable Securities that such Stockholder intends to dispose of pursuant to such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial RequestStatement. As promptly Except as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but otherwise provided in any event within seven (7) days of such requestthis Agreement, the Company will give written notice of such request to all other Holders, shall prepare and will use its reasonable best efforts to registerfile with the SEC, within 90 days after the date of the applicable Registration Demand, a Registration Statement with respect to the following (in either case subject to Section 3.1(j) if the Registrable Securities will be sold in an underwritten offering): (i) all Registrable Securities of the Initial Requesting Holder included in such Registration Demand and (ii) all Registrable Securities that other Stockholders elect to include in such Registration Statement, pursuant to one or more timely submitted Registration Requests. Thereafter, the Company shall use its reasonable best efforts, in accordance with Section 3.6, to effect the provisions registration of this Agreement, all the offering of such Registrable Securities that have been requested to be registered by under the Holder Securities Act and applicable state securities laws, for disposition in accordance with the intended method or methods of disposition stated in the underlying Registration Request or by any other Holders by written notice Demand. Subject to Section 3.1(j), the Company given within ten (10) Business Days after the date the Company has given may include in such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate Statement such number of shares proposed to be registered constitutes at least the lesser of (x) 25% Common Stock or other securities of the total number of Registrable Securities held by the Requesting Holder on the date hereof Company (or 15% in the case of an Initial Requestcollectively, “Company Securities”) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in proposes to offer and sell for its own account or the Initial Request account of any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1Person.
Appears in 2 contracts
Sources: Warrant Agreement (Thryv Holdings, Inc.), Warrant Agreement (Thryv Holdings, Inc.)
Requests for Registration. At any time following Following the one (1) year anniversary of the date hereofRegistration Rights Effective Date, each of TridentEligible Holder shall have the right, JCF pursuant to Section 3.2(c) or Section 3.2(d) and DS (eachsubject to the terms and conditions set forth in this Article 3, a "Requesting Holder") shall respectively be entitled to make requests in writing that request the Company Parent to effect the registration under and in accordance with the provisions of the Securities Act of all or any part portion of the Registrable Securities held beneficially owned by such Eligible Holder by submitting a written request of such registration and specifying the amount of Registrable Securities proposed to be registered and the intended method (or methods) and plan of disposition thereof, including whether such requested registration is to involve an underwritten offering (a "Registration Demand"). The Parent shall give prompt written notice thereof (a "Demand Registration Notice") (and in any event within 10 Business Days from the date of receipt of such Registration Demand) to each other Eligible Holder, each of whom shall be entitled to elect to include, subject to the terms and conditions set forth in this Article 3, 10 Registrable Securities beneficially owned by it in the Registration Statement to which a Demand Registration Notice relates, by submitting a written request to the Parent (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) within 15 days after the date hereof and prior to of such Demand Registration Notice, specifying the one (1) year anniversary number of the date hereof, Trident may exercise one (1) of its Registration Requests; provided Registrable Securities that such Eligible Holder intends to dispose of pursuant to such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial RequestStatement. As promptly Except as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but otherwise provided in any event within seven (7) days of such requestthis Agreement, the Company will give written notice of such request to all other Holders, Parent shall prepare and will use its reasonable best efforts to registerfile with the SEC, within 60 days after the date of the applicable Registration Demand, a Registration Statement with respect to the following (in either case subject to Section 3.2(j) if the Registrable Securities will be sold in an underwritten offering): (i) all Registrable Securities of the Initial Requesting Holder included in such Registration Demand and (ii) all Registrable Securities that other Eligible Holders elect to include in such Registration Statement, pursuant to one or more timely submitted Registration Requests. Thereafter, the Parent shall use its reasonable best efforts, in accordance with Section 3.6, to effect the provisions registration of this Agreement, all such Registrable Securities that have been requested to be registered by under the Holder Securities Act and applicable state securities laws, for disposition in accordance with the intended method or methods of disposition stated in the underlying Registration Request Demand. Subject to Section 3.2(j), the Parent may include in such Registration Statement such number of Shares and other securities of the Parent (collectively, "Parent Securities") as the Parent proposes to offer and sell for its own account or by the account of any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1Person.
Appears in 2 contracts
Sources: Governance Agreement, Governance Agreement
Requests for Registration. At any time following the one date hereof, the Required Investor Holders, or at any time following the earlier of (1i) year anniversary of two years from the date hereof, each or (ii) the date of Tridentthe completion of the audit of the Company's financial statements for the fiscal year ended December 31, JCF and DS (each2007, a "Requesting Holder") shall respectively be entitled to make requests the Required Cypress Holders, may request in writing that the Company effect the registration (a "Demand Registration") of all or any part of the Registrable Securities held by such Holder Required Investor Holders or Required Cypress Holders, as the case may be, specifying the intended method of disposition thereof (a "Registration Request")) by filing with the Commission a Demand Registration Statement. Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable Promptly after its receipt of any Registration Request, other but no later than the Initial Request, but in any event within seven (7) 10 days after receipt of such requestRegistration Request, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts to register, as expeditiously as practicable following a Registration Request in accordance with the provisions of this Agreement, all Registrable Securities (subject to any reduction pursuant to Section 1(f)) that have been requested to be registered by the Holder Initiating Holders in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days 30 days after the date the Company has given such Holders notice of the Registration Request; providedRequest to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of disposition thereof specified in such Registration Request or further requests (including, that without limitation, only with respect to a Registration request of the Required Investor Holders, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration") if so requested and if the Company is then eligible to use such a registration). The Company shall use its reasonable best efforts to have such Demand Registration Statement declared effective by the Commission as soon as practicable after the filing thereof and to keep such Demand Registration Statement continuously effective for the period specified in Section 3. Notwithstanding anything in this Section 1(a) to the contrary, the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number gross proceeds resulting from such Demand Registration could reasonably be expected to equal or exceed (x) $50,000,000, in the case of shares proposed to be registered constitutes at least a Demand Registration initiated by the Required Investor Holders, or (y) the lesser of (x1) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) $25,000,000 or (y2) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstandingheld by the Cypress Shareholders in the aggregate, in the case of the Required Cypress Holders. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1.
Appears in 2 contracts
Sources: Voting Agreement (CMBP II (Cayman) Ltd.), Registration Rights and Shareholders Agreement (Scottish Re Group LTD)
Requests for Registration. At any time following the one (1) year anniversary of the date hereof, each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration of all or any part of the Registrable Securities held by such Holder (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) Commencing 180 days after the date hereof and prior Initial Public Offering, a Qualified Holder shall have the right by delivering a written notice to the one Company (1the “Demand Notice”) year anniversary to require the Company to register, pursuant to the terms of this Agreement under and in accordance with the provisions of the date hereofSecurities Act, Trident may exercise one (1) the number of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on requested to be so registered pursuant to the date terms of such request this Agreement (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"a “Demand Registration”); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its Following receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such requesta Demand Notice for a Demand Registration, the Company will give written notice of such request to all other Holders, and will shall use its reasonable best efforts to registerfile a Registration Statement as promptly as practicable, but not later than 30 days, after such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Each Principal Shareholder shall be entitled to a maximum of one Demand Registration, which, if such Demand Registration has not been exercised, may be transferred to any of such Principal Shareholder’s successors or assigns who becomes a Qualified Holder pursuant to Section 12(c); provided, however, that no such succession or assignment shall have the effect of increasing the number of Demand Registrations to be performed by the Company for the benefit of the shares held by such Principal Shareholder. Notwithstanding any other provisions of this Section 3, in accordance with no event shall more than one Demand Registration occur during any six-month period (measured from the effective date of the Registration Statement to the date of the next Demand Notice) or within 120 days after the effective date of a Registration Statement filed by the Company; provided that no Demand Registration may be prohibited for such 120-day period more often than once in a 12-month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to this Section 3(a), in which case the Demanding Qualified Holders shall be entitled to an additional Demand Registration in lieu thereof. Within ten (10) days after receipt by the Company of a Demand Notice, the Company shall give written notice (the “Notice”) of such Demand Notice to all holders of Registrable Securities and shall, subject to the provisions of this AgreementSection 3(b) hereof, include in such registration all Registrable Securities that have been requested with respect to be registered by the Holder in the Registration Request or by any other Holders by written notice to which the Company given received written requests for inclusion therein within ten (10) Business Days days after the date such Notice is given by the Company has given to such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration holders. All requests made pursuant to this Section 1(a) unless 3 will specify the aggregate number amount of shares proposed Registrable Securities to be registered constitutes and the intended methods of disposition thereof. The Company shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the lesser effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of (x) 25% of time equal to the total number period the holders of Registrable Securities held by refrain from selling any securities included in such registration at the Requesting Holder on the date hereof (or 15% in the case request of an Initial Request) or (y) 10% underwriter of the total number of Registrable Securities held by all Holders on Company or the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1Agreement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Continental Resources Inc), Registration Rights Agreement (Continental Resources Inc)
Requests for Registration. At any time following (a) After the one Company becomes eligible for registration of its Common Stock on Form S-3 under the 1933 Act (1or such successor form as may be approved by the Securities and Exchange Commission) year anniversary in a Secondary Offering (as that term is defined in the "Eligibility Requirements for Use of Form S-3"), the date hereof, each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing Warrantholder may request that the Company effect the file a registration of all or any part of the statement on Form S-3 for a public offering covering Registrable Securities held by such Holder (a "Registration Request")Securities. Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its Upon receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request to all other Holders, and will shall promptly use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all cause such Registrable Securities that have been requested to be registered by on such form and qualified in such jurisdictions as the Holder in Warrantholder may reasonably request, and to cause such registration and qualifications to remain effective until the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice sale of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The included in the registration statement, or ninety days after the effective date thereof, whichever first occurs.
(b) If, at the time of the Warrantholder's request under subsection 3.2(a), the Company will not has publicly announced its intention to register any of its securities for a public offering under the 1933 Act, no registration of Registrable Securities shall be obligated initiated under this subsection 3.2(b) until 90 days after the effective date of such registration, unless the Company is no longer proceeding diligently to effect any such registration, whether such registration pursuant is for the sale of securities for the Company's account or for the account of others. If the Company shall furnish to the Warrantholder 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 and its shareholders for such registration statement to be filed at the time of the Warrantholder's request, and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 60 days after receipt of the request of the Warrantholder. Notwithstanding anything to the contrary contained in this Section 1(aAgreement or in the Warrants, (i) the Company may not utilize its rights to delay a registration statement under this subsection 3.2(b) more than once in any nine (9) twelve-month period; provided that , and (ii) the request for Warrants shall not expire until at least 90 days after the effective date of a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1timely requested under subsection 3.2(a).
Appears in 2 contracts
Sources: Warrant Agreement (Large Scale Biology Corp), Warrant Agreement (Large Scale Biology Corp)
Requests for Registration. At Subject to the terms and conditions of this Agreement, (i) on any time two (2) occasions from and after 180 days following the one IPO or, if earlier, the release (1whether in whole or in part) year anniversary of the date hereofShares held by a Holder pursuant to the lock-up agreement entered into with the underwriters pursuant to the IPO, (A) Holders of at least fifty percent (50%) of the Registrable Securities or (B) the Lead Investor, so long as the Lead Investor holds at least twenty-five percent (25%) of the Registrable Securities, may, in each case, request registration under the Securities Act of Tridentat least twenty-five percent (25%) of the Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”), JCF and DS (eachii) on no more than two (2) occasions in any twelve (12) month period, a "Requesting Holder"Holders of at least twenty percent (20%) shall respectively be entitled to make requests in writing of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (“Short-Form Registrations”) if available; provided that the Company effect shall not be obligated to file registration statements relating to any (A) Long-Form Registration under this Section 2(a) unless the market value of the Registrable Securities proposed to be registered is at least $50 million or (B) Short-Form Registration under this Section 2(a) unless the market value of the Registrable Securities proposed to be registered is at least $20 million. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” Following such Demand Registration, the Company shall use reasonable commercial efforts to file a registration statement under the Securities Act covering the registration of all or any part of the Registrable Securities held by such Holder that the relevant Holders request to be registered (a "Registration Request"). Trident shall be entitled to make three (3as set out below) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As as promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, possible but in any event within seven sixty (760) days of the mailing of the Company’s notice pursuant to this Section 2(a), provided that all necessary documents for such requestregistration can be obtained and prepared within such 60-day period. The Holders making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) and, if the Company is a WKSI at the time any request for a Demand Registration is submitted to the Company, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Except to the extent that Section 2(d) applies, upon receipt of the request for the Demand Registration, the Company will shall as promptly as reasonably practicable (but in no event later than ten days after receipt of the request for the Demand Registration) give written notice of such request the Demand Registration to all other HoldersHolders who hold Registrable Securities and, subject to the terms of Section 2(e), shall include in such Demand Registration (and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within (x) 15 days, in the case of any notice with respect to a Long-Form Registration, or (y) ten days, in the case of any notice with respect to a Short-Form Registration, after the receipt of the Company’s notice. Each Holder agrees that have been requested such Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of the Company or until such time as the information contained therein is or becomes available to be registered the public generally, other than as a result of disclosure by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice breach of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to terms of this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1Agreement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Vita Coco Company, Inc.), Registration Rights Agreement (Vita Coco Company, Inc.)
Requests for Registration. At any time following after the one expiration of the Lock-Up Period, (1i) year anniversary the JLL Holders that beneficially own Class A Shares by virtue of the right to exchange JGWPT Holdings Common Interests for Class A Shares pursuant to the Limited Liability Company Agreement, (ii) PGHI (together with its Permitted Transferees that hold Class A Shares (including Class A Shares beneficially owned by virtue of the right to convert Class C Shares into Class A Shares pursuant to the Company’s Amended and Restated Certificate of Incorporation and Class A Shares beneficially owned by virtue of the right to exercise warrants pursuant to the warrants issued by the Company to PGHI on the date hereof)) and (iii) any Stockholder or group of Stockholders that beneficially own Class A Shares by virtue of the right to exchange JGWPT Holdings Common Interests that were issued upon conversion of former “Preferred Interests” in JGWPT Holdings (“Former Preferred Interestholders”) for Class A Shares pursuant to the Limited Liability Company Agreement), shall each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that a written request of the Company effect (a “Demand”) for registration under the registration Securities Act of all or any part of the Registrable Securities (a “Demand Registration”). Any demand by PGHI or its Permitted Transferees pursuant to clause (ii) of the immediately preceding sentence shall only be made by holders of at least twenty percent (20%) of the aggregate number of JGWPT Holdings Common Interests held by PGHI as of July 12, 2011, and any demand by Former Preferred Holders pursuant to clause (iii) of the immediately preceding sentence shall only be made by holders of at least thirty-three percent (33%) of the JGWPT Holdings Common Interests outstanding that were issued upon conversion of former “Preferred Interests” in JGWPT Holdings (other than JGWPT Holdings Common Interests held by the JLL Holders). Such Demand shall specify: (A) the aggregate number of Registrable Securities requested to be registered, (B) the intended method of distribution in connection with such Holder Demand Registration to the extent then known and (C) the identity of each Stockholder (a "Registration Request")“Demanding Holder”) requesting such Demand. Trident shall be entitled to make three Within ten (310) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) business days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such requesta Demand, the Company will shall give written notice of such request Demand (an “Incidental Registration Notice”) to all other Holders, Stockholders and will use its reasonable best efforts to register, shall include in accordance with the provisions of this Agreement, such registration all Registrable Securities that have been requested with respect to be registered by the Holder in the Registration Request or by any other Holders by written notice to which the Company given has received a written request for inclusion therein within twenty (20) business days after the receipt by such Stockholder of the Company’s notice required by this paragraph; provided that (x) any Stockholder who seeks to exercise his, her or its rights under this Section 2.1(a) shall be required to exchange his, her or its JGWPT Holdings Common Interests for Class A Shares within ten (10) Business Days after the date the Company has given days of such Holders notice Stockholder’s receipt of the Incidental Registration RequestNotice; providedand provided further, that the Company will shall not be required to effect a file any registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of statement covering Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of with an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is aggregate Fair Market Value less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1$10 million.
Appears in 2 contracts
Sources: Registration Rights Agreement (JGWPT Holdings Inc.), Registration Rights Agreement (JLL JGW Distribution, LLC)
Requests for Registration. At any time following the one (1) year anniversary of on or after the date hereof, each until two years after all of Tridentthe principal amount of the Debentures ceases to be outstanding, JCF and DS (eachas set forth in this Section 1.2, the Holders of a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration of all or any part majority of the Registrable Securities held by such Holder (a "Registration Request")may in writing request registration under the Act of all or part of their Registrable Securities. Trident Each request for registration shall state that it is being made pursuant to this Section 1.2 and shall specify the number of Registrable Securities requested to be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requestsregistered. Notwithstanding the foregoing, at one time following the date that is ninety (90) Within ten days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such requesthas been given, the Company will shall give written notice of such request to all other Holders, and will if any, of such requested registration. Each such Holder shall have the right, by giving written notice to the Company within 30 days after the Company gives its notice, to elect to have included in such registration such of its Registrable Securities as such Holder may request in such notice of election. Upon a request for a Demand Registration, the Company shall use its reasonable best efforts to registereffect as expeditiously as possible the registration, in accordance with the provisions Section 1.4, of this Agreement, all Registrable Securities that have which the Company has been requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a so register. Each registration requested pursuant to this Section 1(a) unless 1.2 is referred to herein as a “Demand Registration.” If the aggregate number Company notifies the Holders in writing, prior to a request for a Demand Registration from the Holders, of shares proposed the Company’s intent to register securities with the Commission, and the Company effects a registration in accordance with Section 1.3, the Holders’ request shall be governed by Section 1.3 and shall not constitute a Demand Registration. The parties hereto acknowledge that the Company is a party to other registration rights agreements and similar agreements, and that the Company shall be entitled to register under a Registration Statement any other securities required to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on pursuant to any other such agreements, including pursuant to “piggy-back” rights granted prior to the date hereof; provided, or if however, that such inclusion of such securities shall not interfere with the total number intended plan of Registrable Securities then outstanding is less than such amount, all distribution of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1Investors.
Appears in 2 contracts
Sources: Registration Rights Agreement (Bakers Footwear Group Inc), Subordinated Convertible Debenture Purchase Agreement (Bakers Footwear Group Inc)
Requests for Registration. At any time Subject to the following paragraphs of this Section 3, each Significant Investor Shareholder shall have the one (1) year anniversary right, by delivering, directly or indirectly, a written notice to the Corporation, to require the Corporation to register pursuant to the terms of this Agreement and in accordance with the provisions of the date hereofSecurities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) or, if available, on Form S-3 or any similar or successor short-form registration (“Short-Form Registrations”) (any such written notice delivered by each Significant Investor Shareholder, a “Demand Notice” and any such registration pursuant to receipt of a Demand Notice by each Significant Investor Shareholder, a “Demand Registration”) provided that in each case, the aggregate amount of such Registrable Securities must be at least $50,000,000. Subject to the following paragraphs of this Section 3, each of TridentSignificant Investor Shareholder shall have the right, JCF and DS (eachbeginning on the date twelve months after the last day in the calendar month in which a Registration Statement in connection with an underwritten Public Offering became effective, by delivering, directly or indirectly, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration of all or any part of the Registrable Securities held by such Holder (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior Demand Notice to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration RequestsCorporation; provided that the Long-Form Registration demand right may only be exercised if the Corporation is not eligible to use a Short-Form Registration; provided further that if the Corporation has a registration statement filed with the SEC in accordance with and pursuant to Rule 415 under the Securities Act, then such demand right shall be exercised in accordance with Section 4(c). Each Significant Investor Shareholder may, in connection with any Demand Registration requested by such holder that is a Short Form Registration, require the Corporation to file such Registration Request shall not be for more than 750,000 Registrable Statement with the SEC in accordance with and pursuant to Rule 415 under the Securities on Act including, if the date of such request (after giving effect to any subsequent stock splitCorporation is then eligible, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Requestas an automatic shelf registration. As promptly as reasonably practicable after its Following receipt of any a Demand Notice for a Demand Registration Request, other than the Initial Request, but delivered in any event within seven (7) days of such requestaccordance with this Section 3(a), the Company will give written notice of such request to all other Holders, and will Corporation shall use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that have been requested file a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be registered by declared effective under the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days Securities Act as promptly as practicable after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1filing thereof.
Appears in 2 contracts
Sources: Registration Rights Agreement (Sportradar Group AG), Registration Rights Agreement (Sportradar Group AG)
Requests for Registration. At any time Subject to the following paragraphs of this Section 3, the one (1) year anniversary Sponsor Investor Shareholder shall have the right, by delivering, directly or indirectly, a written notice to the Corporation, to require the Corporation to register pursuant to the terms of this Agreement and in accordance with the provisions of the date hereofSecurities Act, each the number of TridentRegistrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) or, JCF and DS if available, on Form S-3 or any similar or successor short-form registration (each“Short-Form Registrations”) (any such written notice delivered by the Sponsor Investor Shareholder or CPPIB, a "Requesting Holder"“Demand Notice” and any such registration pursuant to receipt of a Demand Notice by the Sponsor Investor Shareholder or CPPIB, a “Demand Registration”) provided that in each case, the aggregate amount of such Registrable Securities must be at least $50,000,000. Subject to the following paragraphs of this Section 3, CPPIB shall respectively be entitled have the right, beginning on the date twelve months after the last day in the calendar month in which a Registration Statement in connection with an underwritten Public Offering became effective, by delivering, directly or indirectly, a Demand Notice to make requests the Corporation, to require the Corporation to register pursuant to the terms of this Agreement and in writing that accordance with the Company effect the registration of all or any part provisions of the Securities Act, the number of Registrable Securities held by such Holder (a "Registration Request"). Trident shall requested to be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior so registered pursuant to the one terms of this Agreement using a Long-Form Registration or, if available, using a Short-Form Registration (1) year anniversary in each case, the aggregate amount of the date hereof, Trident may exercise one (1) of its Registration Requestssuch Registrable Securities must be at least $50,000,000); provided that the Long-Form Registration demand right may only be exercised if the Corporation is not eligible to use a Short-Form Registration; provided further that if the Corporation has a registration statement filed with the SEC in accordance with and pursuant to Rule 415 under the Securities Act, then such demand right shall be exercised in accordance with Section 4(c). The Sponsor Investor Shareholder and CPPIB may, in connection with any Demand Registration requested by such holder that is a Short Form Registration, require the Corporation to file such Registration Request shall not be for more than 750,000 Registrable Statement with the SEC in accordance with and pursuant to Rule 415 under the Securities on Act including, if the date of such request (after giving effect to any subsequent stock splitCorporation is then eligible, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Requestas an automatic shelf registration. As promptly as reasonably practicable after its Following receipt of any a Demand Notice for a Demand Registration Request, other than the Initial Request, but delivered in any event within seven (7) days of such requestaccordance with this Section 3(a), the Company will give written notice of such request to all other Holders, and will Corporation shall use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that have been requested file a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be registered by declared effective under the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days Securities Act as promptly as practicable after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1filing thereof.
Appears in 2 contracts
Sources: Registration Rights Agreement (Advanced Disposal Services, Inc.), Registration Rights Agreement (Advanced Disposal Services, Inc.)
Requests for Registration. At any time following Subject to the one provisions of this Article V, the holders of a majority of Vestar Securities that constitute Registrable Securities shall have the right (1the “Vestar Demand Right”) year anniversary of to request registration under the date hereof, each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration Securities Act of all or any part portion of the Registrable Securities held by such Holder Securityholders (in each case, referred to herein as the “Requesting Holders”) on Form S-1 or any similar long-form registration (“Long-Form Demand Registration”) or on Form S-3 or any similar short-form registration (“Short-Form Demand Registration”), if such registration is available to the Company, by delivering a "written notice to the principal business office of the Company, which notice identifies the Requesting Holders and specifies the number of Registrable Securities to be included in such registration (the “Registration Request"”). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior Subject to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"restrictions set forth in Section 5.1(d); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give prompt written notice of such request Registration Request (the “Registration Notice”) to all other Holders, holders of Registrable Securities and will thereupon use its reasonable best efforts to register, in accordance with effect the provisions of this Agreement, all registration (a “Demand Registration”) under the Securities Act on any form available to the Company of:
(i) the Registrable Securities that have been requested to be registered by the Holder in Requesting Holders;
(ii) all other Registrable Securities of the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date same type and class which the Company has received a written request to register within 30 days after the Registration Notice is given such Holders notice and any securities of the Company proposed to be included in such registration by the Company for its own account; and
(iii) any securities of the Company proposed to be included in such registration by the holders of registration rights granted other than pursuant to this Agreement (“Other Registration Request; providedRights”), provided that the Company will not be required to effect a registration pursuant to this has complied with Section 1(a5.1(f) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1.
Appears in 2 contracts
Sources: Securityholders Agreement (PGA Holdings, Inc.), Securityholders Agreement (PGA Holdings, Inc.)
Requests for Registration. At (i) Subject to the terms and conditions hereof, at any time following and from time to time after the one (1) year anniversary date of the date hereof, each first Public Offering of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests Flex Common Stock SICPA may request in writing that registration under the Company effect Securities Act of 1933, as amended (the registration "Securities Act"), of all or any part of the Registrable Securities held by its Common Stock (any such Holder (requested registration is hereinafter referred to as a "Registration RequestDemand Registration"). Trident The number of Demand Registrations SICPA shall be entitled to make three (3) such Registration Requests, JCF request shall be entitled to make two (2).
(ii) An SEC registration of Common Stock shall not be counted as a Demand Registration for purposes of the limit in Section 1.a.(i) of this Exhibit B until such registration has become effective (unless such Demand Registration Requestshas not become effective due solely to the fault of SICPA). Each request for a Demand Registration shall specify the approximate number of shares of Common Stock requested to be registered and the anticipated per share price range for such offering.
(iii) If, in connection with any Demand Registration, the managing underwriter(s) to Flex in connection with such SEC registration advises Flex in writing that, in its opinion, the number of shares of Common Stock to be registered would materially and DS adversely affect the success or price of the offering, then the number of shares to be included in such Demand Registration shall be entitled reduced to make two the number recommended by such managing underwriter(s). Any such reduction shall be effected by (1) first reducing or eliminating the number of shares of Common Stock (if any) requested to be included in such registration by any shareholders of Flex other than SICPA and (2) such Registration Requests. Notwithstanding the foregoingthen, at one time following the date that is ninety (90) days after the date hereof if and prior to the one (1) year anniversary extent further reductions are necessary, by reducing the number of shares of Common Stock requested to be included therein by SICPA. If by such reduction the number of shares of Common Stock included in such registration for SICPA represents less than one-third of the date hereof, Trident may exercise one (1) total number of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that have been shares requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given SICPA, then such Holders notice of the Registration Request; provided, that the Company will registration shall not be required to effect a registration pursuant to this Section 1(a) unless counted against the aggregate number of shares proposed Demand Registrations to be registered constitutes at least the lesser of (xwhich SICPA is entitled under Section 1.a.(i) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1.
Appears in 2 contracts
Sources: Settlement Agreement (Optical Coating Laboratory Inc), Settlement Agreement (Optical Coating Laboratory Inc)
Requests for Registration. At Subject to the provisions of this Article II, the MCMI Holder may at any time following make a written request (a “Demand Request”) for registration under the one Securities Act of Registrable Securities (1a “Demand Registration”) year anniversary after such Registrable Securities are no longer subject to the underwriter lock-up applicable to the IPO (which may be due to the expiration or waiver of such lock-up with respect to such Registrable Securities). Such Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. Guild shall, within five (5) days of the date hereofreceipt of a Demand Request, each give written notice of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled such Demand Request to make requests in writing that the Company effect the registration all Holders of all or any part of the Registrable Securities held by such Holder (a "Registration Request"the “Guild Notice”). Trident shall be entitled Guild shall, subject to make three the provisions of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file as promptly as reasonably practicable, but in any event not later than forty-five (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (9045) days after the date hereof Demand Request is received, with the Commission a Registration Statement registering all Registrable Securities included in such Demand Request and prior any Registrable Securities that the Holders request to be included within the ten (10) days following their receipt of the Guild Notice, for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request; provided, that, if the managing underwriter(s) for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise Guild that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the price, timing or distribution of the securities offered or the market for the securities offered, then Guild will be entitled to reduce the number of Registrable Securities included in such registration to the one (1) year anniversary number that, in the opinion of the date hereofmanaging underwriter(s), Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not can be for more than 750,000 Registrable Securities on sold without having the date of such request (after giving adverse effect referred to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request")above; provided, further, that Trident shall give in the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such requesta reduction in the number of Registrable Securities included in such registration, the Company will give written notice number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration based on the relative number of Registrable Securities then held by each such Holder; second, and only if all the securities referred to in the preceding clause “first” have been included, to Guild up to the number of shares of Class A Common Stock proposed to be registered for offer and sale by Guild; and third, and only if all of the securities referred to in the preceding clauses “first” and “second” have been included to holders of shares of Class A Common Stock otherwise eligible to be included in such Demand Registration, on a pro rata basis based on the relative number of Registrable Securities then held by the holders of such request shares of Class A Common Stock, up to all other Holders, and will the number of securities that in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. Guild shall use its reasonable best efforts to register, cause such Registration Statement to be declared effective as promptly as reasonably practicable after filing and to remain effective until the earlier of (i) ninety (90) days following the date on which it was declared effective and (ii) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the provisions method or methods of this Agreementdisposition stated therein. Notwithstanding the foregoing, all Registrable Securities that have been requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will shall not be required to effect a any registration to be effected pursuant to this Section 1(a) 2.1 unless the aggregate number of shares proposed Registrable Securities requested to be registered constitutes at least the lesser of (x) 25% of the total number pursuant to a Demand Registration represent an aggregate offering price of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding that is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated reasonably expected to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1equal at least $10,000,000.
Appears in 2 contracts
Sources: Registration Rights Agreement (Guild Holdings Co), Registration Rights Agreement (Guild Holdings Co)
Requests for Registration. At any time following Subject to the one blackout provisions contained in Section 2.06 and the limitations set forth in this Section 2.01, a Holder or group of Holders (1such Holder or group of Holders, the “Initiating Holder(s)”) year anniversary shall have the right to require the Company to effect a registration with respect to Registrable Securities beneficially owned by such Initiating Holder(s) for an underwritten registration (which, for the avoidance of doubt, may be pursuant to a Shelf Registration Statement as determined by the Initiating Holder(s)) under the Securities Act (a “Registration Request”) by delivering a written request therefor (a “Request Notice”) to the Company specifying the number of Registrable Securities to be included in such underwritten registration by the Initiating Holder(s). In no event shall the Initiating Holder(s) make a Registration Request under this Section 2.01(a) to offer in the aggregate less than Registrable Securities that constitute three percent (3%) of the Company’s outstanding Common Stock as of the date hereof, each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration of all or any part of the Registrable Securities held by such Holder Request Notice (a "Registration Request"the “Request Date”). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days As soon as practicable after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any a Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will shall (i) give written notice of such request to all other Holders, Holders and will (ii) use its commercially reasonable best efforts to registereffect the registration (including, in accordance without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the provisions Securities Act and any other governmental requirements or regulations) of this Agreement, all the Registrable Securities that have been requested to be registered by the Holder in the Registration Request or by any other Holders Holder by written notice to the Company given within ten fifteen (1015) Business Days after the date the Company has given delivered such Holders notice of the Registration Request; provided, that the Company will not be required to effect . Any registration requested by a registration Holder or Holders pursuant to this Section 1(a2.01(a) unless the aggregate number of shares proposed is referred to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstandingthis Agreement as a “Demand Registration”. The Company will shall not be obligated obliged under this Section 2.01(a) to effect any registration pursuant to this Section 1(a) more than once in (A) one (1) Demand Registration during any nine nine-month period or (9B) month period; provided that a total of three (3) Demand Registrations on behalf of the request for a registration that immediately follows Holders. For the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contraryavoidance of doubt, the Company will not include in Company, at its sole option, may elect to utilize an existing Registration Statement for the Initial Request purpose of registering any securities other than Registrable Securities owned covered by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1a Demand Registration.
Appears in 2 contracts
Sources: Registration Rights Agreement (Ecolab Inc), Registration Rights Agreement (Cascade Investment LLC)
Requests for Registration. At any time Subject to the following paragraphs of this Section 3(b), following the Closing, one (1) year anniversary or more Shareholders shall have the right, by delivering or causing to be delivered a written notice to the Company, to require the Company to register pursuant to the terms of this Agreement, under and in accordance with the provisions of the date hereofSecurities Act, each the offer, sale and distribution of Tridentthe number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-3 (which, JCF unless all Shareholders delivering such notice request otherwise, shall be (A) filed pursuant to Rule 415 of the Securities Act and DS (B) if the Company is a Well-Known Seasoned Issuer at the time of filing such Registration Statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then eligible for such short-form, or any similar or successor short-form registration (each, a "Requesting Holder"“Short-Form Registration”) or, if the Company is not then eligible for such short form registration, on Form S-1 or any similar or successor long-form registration (each, a “Long-Form Registration”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”), as soon as reasonably practicable after delivery of such Demand Notice, but, in any event, the Company shall respectively be entitled required to make requests in writing that the Company effect the registration of all or any part initial filing of the Registrable Securities held by Registration Statement within sixty (60) days following receipt of such Holder (Demand Notice in the case of a "Short-Form Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is or within ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date following receipt of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (Demand Notice in the "Initial Request")case of a Long-Form Registration; provided, furtherhowever, that Trident shall give the Company at least 30 days prior written notice that, unless a Shareholder requests to have registered all of its intent Registrable Securities, a Demand Notice may only be made if the sale of the Registrable Securities requested to exercise the Initial Requestbe registered by such Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of $25,000,000 (without regard to any underwriting discount or commission). As promptly as reasonably practicable after its Following receipt of any a Demand Notice for a Demand Registration Request, other than the Initial Request, but in any event within seven (7) days of such requestaccordance with this Section 3(b), the Company will give written notice of such request to all other Holders, and will shall use its reasonable best efforts to registercause such Registration Statement to become effective under the Securities Act as promptly as practicable after the filing thereof (if such Registration Statement is not an Automatic Shelf Registration Statement).
(i) No Demand Registration shall be deemed to have occurred for purposes of this Section 3(b) or Section 4(c), and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 3(f) or 4(c), if (A) the Registration Statement relating thereto (and covering not less than all Registrable Securities specified in the applicable Demand Notice for sale in accordance with the provisions intended method or methods of distribution specified in such Demand Notice) (1) does not become effective, or (2) is not maintained as effective for the period required pursuant to this Section 3, (B) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, or (C) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not satisfied other than as a result of the Shareholders’ actions.
(ii) Each Demand Notice made pursuant to this Section 3(b) must: (A) state that it is a notice to initiate a Demand Registration under this Agreement, all ; (B) identify the Shareholders effecting the request; and (C) specify the number of Registrable Securities that have been requested of each such Shareholder to be registered and the intended method(s) of disposition thereof.
(iii) Except as otherwise agreed by all Shareholders with Registrable Securities subject to a Demand Registration, the Holder in Company shall maintain the continuous effectiveness of the Registration Request or by any other Holders by written notice Statement with respect to such Demand Registration until the Company given within ten earliest to occur of (10x) the date on which such securities cease to be Registrable Securities, (y) the date on which such Registrable Securities have actually been sold and (z) one hundred eighty (120) days after the effective date of such Registration Statement.
(iv) Within five (5) Business Days after the date receipt by the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration Demand Notice pursuant to this Section 1(a3(b) unless (the aggregate number “Triggering Demand Notice”), the Company shall deliver a written notice of shares proposed any such Demand Notice to be registered constitutes at least the lesser of (x) 25% of the total number all other holders of Registrable Securities held by Securities, and the Requesting Holder on Company shall, subject to the date hereof (or 15% provisions of Section 3(c), include in the case of an Initial Request) or (y) 10% of the total number of such Demand Registration all such Registrable Securities held by all Holders on with respect to which the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, Company has received written requests for inclusion therein meeting all of the Registrable Securities then outstanding. The requirements of a Demand Notice under this Agreement (whether or not any of the other Shareholders demanding such inclusion have exercised such Shareholders’ conversion rights) within five (5) days after the date that such notice from the Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month periodhas been delivered; provided that the request for a registration that immediately follows the registration pursuant (A) all of such other Shareholders must agree to the Initial Request may be as soon as six plan of distribution proposed by the Shareholders who delivered the Triggering Demand Notice and (6B) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any underwritten registration, such holders must agree to abide and be bound by the underwriting agreement approved by the Company and the Shareholders who delivered the Triggering Demand Notice as if they were such Shareholders. All requests made pursuant to the preceding sentence shall specify the aggregate amount of Registrable Securities to be registered and the intended method of distribution of such securities.
(v) For the avoidance of doubt, an underwritten registration pursuant to this a Demand Registration must be made pursuant to an effective shelf Registration Statement filed pursuant to Section 13(a) hereof, if an effective shelf Registration Statement is available.
Appears in 2 contracts
Sources: Equity Commitment and Investment Agreement (Ani Pharmaceuticals Inc), Merger Agreement (Ani Pharmaceuticals Inc)
Requests for Registration. At (a) Subject to the provisions of this Article II, any Holder or group of Holders may at any time following make a written request (a “Demand Request”) for registration under the one (1) year anniversary of the date hereof, each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the Securities Act on Form S-1 or any similar long-form registration statement of all or any part portion of its Registrable Securities or if the Company is then eligible to use Form S-3, a registration statement on Form S-3 of all or any portion of its Registrable Securities (a “Demand Registration”). Such Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. Solta shall, subject to the provisions of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, use its commercially reasonable efforts to file with the SEC a Registration Statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request; provided, that if the managing underwriter(s) for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise Solta that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the Registrable Securities held by such Holder offering (a "Registration Request"taking into consideration the interests of Solta and the Holders). Trident shall , then Solta will be entitled to make three (3) reduce the number of Registrable Securities included in such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior registration to the one (1) year anniversary number that, in the opinion of the date hereofmanaging underwriter(s), Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not can be for more than 750,000 Registrable Securities on sold without having the date of such request (after giving adverse effect referred to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request")above; provided, further, that Trident shall give in the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such requesta reduction in the number of Registrable Securities included in such registration, the Company will give written notice number of such request to all other Holders, and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that have been requested to registered shall be registered allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by the such Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Demand Request; providedsecond, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares Solta Common Shares proposed to be registered constitutes at least for offer and sale by Solta; and third, Solta Common Shares proposed to be registered pursuant to any piggy-back registration rights of security holders of Solta other than any Holder. Solta shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the lesser earlier of (xa) 25% of the total number of Registrable Securities held by the Requesting Holder on ninety (90) days following the date hereof on which it was declared effective, and (or 15% in the case of an Initial Requestb) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, on which all of the Registrable Securities then outstandingcovered thereby are disposed of in accordance with the method or methods of disposition stated therein.
(b) Notwithstanding the provisions of Section 2.1(a), Demand Registrations shall be Shelf Registrations whenever Solta is permitted to use any applicable short form Registration Statement on Form S-3. Solta shall use its commercially reasonable efforts to promptly cause the Shelf Registration to be declared effective under the Securities Act as soon as reasonably practicable after the filing thereof and Solta shall use its commercially reasonable efforts to keep such shelf registration continuously effective following such registration until three (3) years after the registration statement is declared effective. Any Holder or group of Holders may request an underwritten offering using such Shelf Registration (an “Underwritten Takedown”), and any such request shall be deemed a Demand Registration. The Company will not be obligated provisions of Section 2.1(a) shall apply mutatis mutandis to effect any registration pursuant each Underwritten Takedown, with references to this Section 1(a) more than once in any nine (9) month period“filing of the Registration Statement” or such Registration Statement being declared “effective” being deemed references to filing of a prospectus or supplement for such offering and references to “registration” being deemed references to the offering; provided that any Holder or group of Holders participating in the request Underwritten Takedown shall only include any Holder or group of Holders whose Registrable Securities are included in such Shelf Registration or may be included therein without the need for a registration that immediately follows the registration pursuant post-effective amendment to the Initial Request may be as soon as six such Shelf Registration (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1an automatically effective amendment).
Appears in 2 contracts
Sources: Registration Rights Agreement (Solta Medical Corp), Registration Rights Agreement (Solta Medical Corp)
Requests for Registration. At Subject to the limits set forth below, at any time following after the one (1) year anniversary of the date hereofIPO, each of TridentD. E. Shaw MWP Acquisition Holdings, JCF L.L.C. (or its designated Permitted Transferee), D. E. Shaw MWPH Acquisition Holdings, L.L.C. (or its designated Permitted Transferee) (collectively “D. E. Shaw”)), Madison Dearborn Capital Partners IV, L.P. (or its designated Permitted Transferee) (collectively “Madison Dearborn”)), UPC Wind Partners II, LLC (or its designated Permitted Transferee) (collectively “UPC Holding”)), and DS the Alberta Entities (eachor their designated Permitted Transferee) (collectively “Alberta”)) shall have the right by delivering a written notice to WIND (a “Demand Notice”, and the Stockholder submitting such Demand Notice, a "Requesting Holder"“Demanding Stockholder”) shall respectively be entitled to make requests require WIND to register, pursuant to the terms of this Agreement under and in writing that accordance with the Company effect the registration of all or any part provisions of the Securities Act, the number of Registrable Securities held by such Holder requested to be so registered pursuant to the terms of this Agreement (a "Registration Request"“Demand Registration”). Trident shall be entitled to make three Within ten (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (9010) days after the date hereof and prior to the one (1) year anniversary receipt by WIND of the date hereofa Demand Notice, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request WIND shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice (the “Notice”) of such request Demand Notice to all other Holdersholders of Registrable Securities and shall, subject to the provisions of subsection (b), include in such registration all Registrable Securities with respect to which WIND received written requests for inclusion therein within ten (10) days after such Notice is given by WIND to such holders. A Demand Notice (including a Demand Notice that is also a Take-Down Notice) shall only be binding on WIND if the sale of all Registrable Securities requested to be registered (pursuant to the Demand Notice and will in response to the Notice) is reasonably expected to result in aggregate gross proceeds in excess of $100,000,000. Following receipt of a Demand Notice for a Demand Registration, WIND shall use its reasonable best efforts to registerfile a Registration Statement as promptly as practicable, but not later than 60 days after such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Each of D. E. Shaw and Madison Dearborn shall be entitled to request four (4) Demand Registrations, and each of UPC Holding and Alberta shall be entitled to request two (2) Demand Registrations; provided, however, that there shall be no limit to the number of Demand Registrations that constitute “shelf” registrations as contemplated by the next succeeding sentence. After such time as WIND shall become eligible to use Form S-3 (or comparable form) for the registration under the Securities Act of any of its securities, D. E. Shaw, Madison Dearborn, UPC Holding or Alberta shall be entitled to request that any Demand Registration for which such Stockholder is delivering a Demand Notice be a “shelf” registration pursuant to Rule 415 under the Securities Act, and each of D. E. Shaw, Madison Dearborn, UPC Holding and Alberta shall be entitled to an unlimited number of Demand Registrations that constitute “shelf” registrations. Notwithstanding any other provisions of this Section 2, in accordance no event shall more than one Demand Registration occur within any six (6) month period from the effective date of any Registration Statement filed pursuant to a prior Demand Notice. No Demand Registration shall be deemed to have occurred for purposes of this Section 2 if (i) the Registration Statement relating to such Demand Registration does not become effective, (ii) the Registration Statement relating to such Demand Registration is not maintained effective for the period required pursuant to this subsection (a), (iii) the offering of the Registrable Securities pursuant to the Registration Statement relating to such Demand Registration is subject to a stop order, injunction or similar order or requirement of the Commission during such period, or (iv) the Demand Registration does not become effective because the Demanding Stockholder withdraws its Demand Notice because a material adverse change has occurred, or is reasonably likely to occur, in the condition (financial or otherwise), prospects, business, assets or results of operations of WIND and its subsidiaries taken as a whole subsequent to the date of the delivery of the Demand Notice. All requests made pursuant to this Section 2 will specify the amount of Registrable Securities to be registered and the intended methods of disposition thereof. WIND shall be required to maintain the effectiveness of the Registration Statement (except in the case of a requested “shelf” registration) with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such registration at the request of (x) an underwriter or (y) WIND pursuant to the provisions of this Agreement. WIND shall be required to maintain the effectiveness of a “shelf” Registration Statement with respect to any Demand Registration at all times until the third anniversary of the effective date thereof, or, if earlier, until all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that any Stockholder owning Common Equity Securities that have been requested to included on a “shelf” Registration Statement may request that such Common Equity Securities be registered by the Holder removed from such Registration Statement, in the which event WIND shall promptly either withdraw such Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or Statement if the total number Common Equity Securities of Registrable such Stockholder are the only Common Equity Securities then outstanding is less than still covered by such amount, all of the Registrable Securities then outstanding. The Company will not be obligated Registration Statement or file a post-effective amendment to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registrationRegistration Statement removing such Common Equity Securities. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all WIND hereby agrees that (i) each Demand Registration Expenses incurred in connection with any that is a “shelf” registration pursuant to this Section 1Rule 415 under the Securities Act shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal stockholders’ chart and the plan of distribution) as may be reasonably requested by a holder of Registrable Securities to allow for a distribution to, and resale by, the direct and indirect affiliates, partners, members or stockholders of a holder of Registrable Securities (a “Partner Distribution”) and (ii) WIND shall, at the reasonable request of any holder of Registrable Securities seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such holder to effect such Partner Distribution.
Appears in 2 contracts
Sources: Registration Rights Agreement (First Wind Holdings Inc.), Registration Rights Agreement (First Wind Holdings Inc.)
Requests for Registration. At any time following (i) Following the one (1) year anniversary expiration of the date hereofunderwriter lock-up period applicable to the Initial Public Offering, each upon the written request of Trident, JCF and DS one or more Stockholders who together hold a majority of the then outstanding Registrable Securities (each, a "the “Requesting Holder"Stockholders”) shall respectively be entitled to make requests in writing that the Company effect the registration under the Securities Act of all or any part of the Registrable Securities held by such Holder pursuant to a registration statement (a "Registration Request"“Demand Registration”). Trident , the Company shall use commercially reasonable efforts to effect, as promptly as practicable, the registration under the Securities Act of such number of Registrable Securities requested to be so registered.
(ii) Subject to Section 2(d), the Company shall be entitled required to make three (3) such maintain the effectiveness of the Registration Requests, JCF shall be entitled Statement with respect to make two (2) such any Demand Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, for a period of at one time following the date that is ninety (90) least 180 days after the effective date hereof and prior thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the one (1) year anniversary period the holder of Registrable Securities refrains from selling any securities included in such registration at the request of an underwriter of the date hereofCompany or the Company pursuant to the provisions of this Agreement.
(iii) In connection with each such Demand Registration, Trident may exercise one the Company shall cause there to occur Full Cooperation.
(1iv) of its Registration Requests; provided that such Registration Request The Company shall not be for more than 750,000 obligated to effect any Demand Registration (A) within three months of an Underwritten Offering in which all Stockholders were given “piggyback” rights pursuant to Section 3 (subject to Section 2(d) and at least 50% of the number of Registrable Securities on the date requested by such Stockholders to be included in such Demand Registration were included) or (B) within three months of such request any other Demand Registration or any Underwritten Offering pursuant to Section 2(b).
(v) Promptly after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such requestrequest for Demand Registration, the Company will shall give written notice of such request to all each other HoldersStockholder and shall, and will use its reasonable best efforts subject to register, in accordance with the provisions of this AgreementSection 2(c) hereof, include in such registration all such Registrable Securities that any Stockholders have been requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1so registered.
Appears in 2 contracts
Sources: Registration Rights Agreement (Tumi Holdings, Inc.), Registration Rights Agreement (Tumi Holdings, Inc.)
Requests for Registration. At any time Subject to the following paragraphs of this Section 3(a), one or more Shareholders shall have the one (1) year anniversary right, by delivering or causing to be delivered a written notice to the Company, to require the Company to register pursuant to the terms of this Agreement, under and in accordance with the provisions of the date hereofSecurities Act, each the offer, sale and distribution of Tridentthe number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-3 (which, JCF unless all Shareholders delivering such notice request otherwise, shall be (i) filed pursuant to Rule 415 under the Securities Act and DS (eachii) if the Company is a Well-Known Seasoned Issuer at the time of filing such registration statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then eligible for such short-form, or any similar or successor short-form registration (“Short-Form Registrations”) or, if the Company is not then eligible for such short form registration, on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) (any such written notice, a "Requesting Holder") “Demand Notice” and any such registration, a “Demand Registration”), as soon as reasonably practicable after delivery of such Demand Notice, but, in any event, the Company shall respectively be entitled required to make the initial filing of the Registration Statement within 30 days following receipt of such Demand Notice in the case of a Short-Form Registration or within 90 days following receipt of such Demand Notice in the case of a Long-Form Registration; provided, however, that, unless a Shareholder requests in writing that to have registered all of its Registrable Securities, a Demand Notice for a Marketed Offering may only be made if the Company effect the registration of all or any part sale of the Registrable Securities held requested to be registered by such Holder Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (a "Registration Request"without regard to any underwriting discount or commission). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its Following receipt of any a Demand Notice for a Demand Registration Request, other than the Initial Request, but in any event within seven (7) days of such requestaccordance with this Section 3(a), the Company will give written notice of such request to all other Holders, and will shall use its reasonable best efforts to register, file a Registration Statement in accordance with such Demand Notice as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the provisions of Securities Act as promptly as practicable after the filing thereof. Notwithstanding anything to the contrary in this Agreement, all Registrable no later than the Mandatory Conversion Date (as defined in the Certificate of Designations), the Company shall register pursuant to Rule 415 under the Securities that have been requested Act and cause to be registered by the Holder in the then effective an Automatic Shelf Registration Request or by any other Holders by written notice to Statement or, if the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the is not then eligible to use an Automatic Shelf Registration Request; providedStatement, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereofanother Short-Form Registration, or if the total number of Registrable Securities then outstanding is less than such amount, registering all of the Registrable Securities to be received by the Shareholders as a result of the conversion of such Shareholders’ Convertible Preferred Stock on the Mandatory Conversion Date and all other Registrable Securities (including all shares issuable upon the conversion of all Convertible Preferred Stock) not previously so registered pursuant to a then outstandingeffective registration statement (and, in each case, the offer, sale and distribution thereof); provided, however, that if the Company is not then eligible to use an Automatic Shelf Registration Statement or another Short-Form Registration, the Company may comply with the foregoing through a Long-Form Registration that is available for the immediate offer, sale and distribution by the Shareholders of all such Registrable Securities. The Company will No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a), and any Demand Notice delivered in connection therewith shall not be obligated to effect any registration count as a Demand Notice for purposes of Section 3(e), if (x) the Registration Statement relating thereto (and covering not less than all Registrable Securities specified in the applicable Demand Notice for sale in accordance with the intended method or methods of distribution specified in such Demand Notice) (i) does not become effective, or (ii) is not maintained effective for the period required pursuant to this Section 1(a3 or (y) more than once the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period or (z) the conditions to closing specified in any nine (9underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not satisfied other than as a result of the Shareholders’ actions. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and the intended method(s) month periodof disposition thereof. Except as otherwise agreed by all Shareholders with Registrable Securities subject to a Demand Registration, the Company shall maintain the continuous effectiveness of the Registration Statement with respect to any Demand Registration until such securities cease to be Registrable Securities or such shorter period upon which all Shareholders with Registrable Securities included in such Registration Statement have notified the Company that such Registrable Securities have actually been sold. Within five business days after receipt by the Company of a Demand Notice pursuant to this Section 3(a), the Company shall deliver a written notice of any such Demand Notice to all other holders of Registrable Securities, and the Company shall, subject to the provisions of Section 3(b), include in such Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 business days after the date that such notice has been delivered; provided that the request for a registration that immediately follows the registration pursuant such holders must agree to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to method of distribution proposed by the contraryShareholders who delivered the Demand Notice and, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration underwritten registration, such holders (together with the Company and the other holders including securities in such underwritten registration) must enter into an underwriting agreement in the form reasonably approved by the Company and the Shareholders holding the majority of the Registrable Securities. All requests made pursuant to this Section 1the preceding sentence shall specify the aggregate amount of Registrable Securities to be registered and the intended method of distribution of such securities.
Appears in 2 contracts
Sources: Registration Rights Agreement (Crocs, Inc.), Investment Agreement (Crocs, Inc.)
Requests for Registration. At any time Subject to the following paragraphs of this Section 3(b), following the one (1) year anniversary expiration of the date hereofRestricted Period, each the Shareholders holding a majority of Tridentthe then-outstanding Registrable Securities shall have the right, JCF by delivering or causing to be delivered a written notice to the Company, to require the Company to register pursuant to the terms of this Agreement, under and DS in accordance with the provisions of the Securities Act, the offer, sale and distribution of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-3 (eachwhich, unless all Shareholders delivering such notice request otherwise, shall be (A) filed pursuant to Rule 415 under the Securities Act and (B) if the Company is a Well-Known Seasoned Issuer at the time of filing such Registration Statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then eligible for such short-form, or any similar or successor short-form registration (“Short-Form Registrations”) or, if the Company is not then eligible for such short form registration, on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) (any such written notice, a "Requesting Holder") “Demand Notice” and any such registration, a “Demand Registration”), as soon as reasonably practicable after delivery of such Demand Notice, but, in any event, the Company shall respectively be entitled required to make the initial filing of the Registration Statement within thirty (30) days following receipt of such Demand Notice in the case of a Short-Form Registration or within sixty (60) days following receipt of such Demand Notice in the case of a Long-Form Registration; provided, however, that unless a Shareholder requests in writing that to have registered all of its Registrable Securities, a Demand Notice for a Marketed Offering may only be made if the Company effect the registration of all or any part sale of the Registrable Securities held requested to be registered by such Holder Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of $25,000,000 (a "Registration Request"without regard to any underwriting discount or commission). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its Following receipt of any a Demand Notice for a Demand Registration Request, other than the Initial Request, but in any event within seven (7) days of such requestaccordance with this Section 3(b), the Company will give written notice of such request to all other Holders, and will shall use its reasonable best efforts to registercause such Registration Statement to become effective under the Securities Act as promptly as practicable after the filing thereof (if such Registration Statement is not an Automatic Shelf Registration Statement).
(i) No Demand Registration shall be deemed to have occurred for purposes of this Section 3(b) or 4(c), and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 3(f) or 4(c), if (A) the Registration Statement relating thereto (and covering not less than all Registrable Securities specified in the applicable Demand Notice for sale in accordance with the provisions intended method or methods of distribution specified in such Demand Notice) (1) does not become effective, or (2) is not maintained effective for the period required pursuant to this Section 3; (B) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period; or (C) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not satisfied other than as a result of the Shareholders’ actions.
(ii) All requests made pursuant to this Section 3(b) must: (A) state that it is a notice to initiate a Demand Registration under this Agreement, all ; (B) identify the Shareholders effecting the request; and (C) specify the number of Registrable Securities that have been requested to be registered and the intended method(s) of disposition thereof.
(iii) Except as otherwise agreed by all Shareholders with Registrable Securities subject to a Demand Registration, the Holder Company shall maintain the continuous effectiveness of the Registration Statement with respect to any Demand Registration until such securities cease to be Registrable Securities or such shorter period upon which all Shareholders with Registrable Securities included in such Registration Statement have notified the Company that such Registrable Securities have actually been sold, or, if such Demand Registration is for an Underwritten Offering, such longer period as in the Registration Request opinion of counsel for the underwriter or underwriters a Prospectus is required by any other Holders law to be delivered in connection with sales of Registrable Securities by written notice to the Company given within ten an underwriter or dealer.
(10iv) Within three (3) Business Days after the date receipt by the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration Demand Notice pursuant to this Section 1(a) unless 3(b), the aggregate number Company shall deliver a written notice of shares proposed any such Demand Notice to be registered constitutes at least the lesser of (x) 25% of the total number all other holders of Registrable Securities, and the Company shall, subject to the provisions of Section 3(c), include in such Demand Registration all such Registrable Securities held with respect to which the Company has received written requests for inclusion therein within five (5) days after the date that such notice has been delivered; provided that the Shareholders must agree to the plan of distribution proposed by the Requesting Holder on Shareholders who delivered the date hereof Demand Notice and, in connection with any Underwritten Registration, such holders (or 15% together with the Company) must enter into an underwriting agreement in the case of an Initial Request) or (y) 10% of form reasonably approved by the total number of Registrable Securities held by all Holders on Company and the date hereof, or if Shareholders holding the total number of Registrable Securities then outstanding is less than such amount, all majority of the Registrable Securities then outstandingsubject to such Underwritten Registration. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration All requests made pursuant to the Initial Request preceding sentence shall specify the aggregate amount of Registrable Securities to be registered. For the avoidance of doubt, an Underwritten Registration pursuant to a Demand Registration may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration made pursuant to this an effective shelf Registration Statement filed pursuant to Section 13(a) hereof.
Appears in 2 contracts
Sources: Registration Rights Agreement (GNC Holdings, Inc.), Securities Purchase Agreement (GNC Holdings, Inc.)
Requests for Registration. At If at any time following the one on or after sixty (160) year anniversary of days from the date hereof, each the Company shall receive a request (a “Demand Notice”) from any of Trident, JCF and DS the Holders (each, a "such Holder making the request shall be referred to as the “Requesting Holder"”) shall respectively be entitled to make requests in writing that the Company effect the registration under the Securities Act of all or any part portion of the Requesting Holder’s Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall use its best efforts to prepare and cause to be filed with the Securities and Exchange Commission (the “SEC”), as promptly as practicable but in no event later than fifty-six (56) days following receipt of the Demand Notice, a registration statement on the appropriate form relating to resales by the Requesting Holder of such Registrable Securities held by such Holder (a "Registration Request"“Demand Registration”). Trident shall be entitled to make three Within ten (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (9010) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request Demand Registration to all other Holders, and will Holders of Registrable Securities. The Company shall use its reasonable best efforts to registercause the registration statement to become effective under the Securities Act, in accordance and for Public Sale of (i) all Registrable Securities for which the Requesting Holder shall have requested registration under this Section 2(a) and (ii) all other Registrable Securities that any Holders with rights to request registration under Section 3 (all such Holders, together with the Requesting Holder, the “Participating Holders,” and each individually a “Participating Holder”) have requested the Company to register by request received by the Company within fifteen (15) days after such Holders have received the Company’s notice of Demand Registration, within sixty (60) days thereafter (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). The obligations of the Company under this Section 2(a) are subject to the provisions of this AgreementSections 2(b), all Registrable Securities that have been requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (102(c), 2(d) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1and 2(e).
Appears in 2 contracts
Sources: Registration Rights Agreement (Insight Health Services Holdings Corp), Registration Rights Agreement (Insight Health Services Holdings Corp)
Requests for Registration. At any time Subject to the following paragraphs of this Section 3(a), on or after the one (1) year anniversary of the date hereof, each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration release from escrow of all or Purchased Shares from any part Subaccount pursuant to the Merger Agreement, Warrant Escrow Agreement and the Escrow Agreement, the holders of a majority of the Registrable Securities held shall have the right, by delivering a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (any such Holder written notice, a “Demand Notice” and any such registration, a “Demand Registration”); provided, however, that the Corporation shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) within a period of one hundred eighty (a "Registration Request"180) days after the effective date of any other registration statement relating to any registration request under this Section 3(a). Trident Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Corporation shall use its reasonable best efforts to file a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if the Registration Statement relating thereto (i) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 3 or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, in which case, such requesting holder of Registrable Securities shall be entitled to make three an additional Demand Registration in lieu thereof. Within ten (310) days after receipt by the Corporation of a Demand Notice in accordance with this Section 3(a), the Corporation shall give written notice (the “Notice”) of such Registration RequestsDemand Notice to all other holders of Registrable Securities and shall, JCF subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Corporation received written requests for inclusion therein within twenty-five (25) days after such Notice is given by the Corporation to such holders. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and the intended methods of disposition thereof. The Corporation shall be entitled required to make two maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least one hundred eighty (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90180) days after the effective date hereof and prior thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the one (1) year anniversary period the holders of Registrable Securities covered by such Demand Registration refrains from selling any securities included in such Registration Statement at the request of the date hereof, Trident may exercise one (1) Corporation or an underwriter of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date Corporation pursuant to the provisions of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request")this Agreement; provided, further, that Trident the Corporation shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that have been requested to be registered by the Holder in the Registration Request or by keep any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given shelf registration statement continuously effective until such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all time as each of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration registered pursuant to this Section 1(a) such shelf registration statement has been sold in one or more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1Shelf Underwritten Offerings or otherwise.
Appears in 2 contracts
Sources: Registration Rights Agreement, Registration Rights Agreement (EverBank Financial Corp)
Requests for Registration. At The Stockholders contemplate the initial public offering of the equity securities of the Company or a Subsidiary of the Company. Subject to the limitations contained in Sections 1(b) and (c), at any time following and from time to time, the one (1) year anniversary holders of a majority of the date hereofTPG Group Registrable Securities, each ▇.▇. Cosmestics, Corp. and its Permitted Transferees (the “JAC Group”), who in the aggregate are the holders of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration of all or any part majority of the Other Registrable Securities held by such Holder the JAC Group (the “JAC Group Registrable Securities”), or the holders of a "Registration Request"majority of the Other Registrable Securities held by the Amin Group (the “Amin Group Registrable Securities”). Trident , as applicable, may request registration under the Securities Act of all or part of their respective Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) or, if available, on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“Short-Form Registrations”); provided that neither the JAC Group nor the Amin Group shall be entitled to make three any such request unless the JAC Group or the Amin Group, as applicable, respectively holds at least five percent (35%) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on outstanding at the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days time of such request, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that have been . All registrations requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total approximate number of Registrable Securities held by requested to be registered and the Requesting Holder on anticipated per share price range for such offering. Within five (5) days after receipt of any such request, the date hereof (or 15% in the case Company shall give written notice of an Initial Request) or (y) 10% of the total number such requested registration to all other holders of Registrable Securities held by and, subject to Section 1(d), will include in such registration all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than with respect to which the Company has received written requests for inclusion therein from such amount, all Persons within five (5) days after the receipt of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1Company’s notice.
Appears in 2 contracts
Sources: Registration Rights Agreement (e.l.f. Beauty, Inc.), Registration Rights Agreement (e.l.f. Beauty, Inc.)
Requests for Registration. At any time Subject to the following paragraphs of this Section 4(a), following the one Initial Public Offering (1) year anniversary but not including the Initial Public Offering), each Stockholder shall have the right, by delivering or causing to be delivered a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the date hereofSecurities Act, the sale by such Stockholder of a number of Registrable Securities specified by such Stockholder, in each of Tridentcase on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) or, JCF and DS if available, on Form S-3 or any similar or successor short-form registration (each“Short-Form Registrations”) (any such written notice, a "Requesting Holder") shall respectively be entitled to make requests in writing “Demand Notice” and any such registration, a “Demand Registration”); provided, however, that the Company Corporation shall only be required to effect a Demand Registration pursuant to this Section 4(a) if such Demand Registration (including any Registrable Securities included in such Demand Registration pursuant to the immediately succeeding paragraph) is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission); provided, further that the Corporation shall not be obligated to file a Registration Statement relating to any registration request under this Section 4(a) if it would become effective within a period of all or any part one hundred eighty (180) days after the effective date of the Registrable Securities held by such Holder Registration Statement for the Initial Public Offering or if it would become effective within a period of sixty (60) days after the effective date of any other Registration Statement relating to any registration request under this Section 4(a) or within a "Registration Request"period of sixty (60) days after the pricing of any Underwritten Shelf Take-Down relating to a request under Section 3(d). Trident Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 4(a), the Corporation shall be entitled use its reasonable best efforts to make three file a Registration Statement as promptly as practicable, but in any event no later than forty-five (345) days after the date of the related Demand Notice, and shall use its reasonable best efforts to cause such Registration RequestsStatement to be declared effective under the Securities Act as promptly as practicable after the filing thereof (subject to the second proviso in the immediately preceding sentence), JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is but in no event later than ninety (90) days after the date hereof of the related Demand Notice. Promptly (and, in any event, within five (5) days) after receipt by the Corporation of a Demand Notice in accordance with this Section 4(a), the Corporation shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and prior shall, subject to the one provisions of Section 4(b), include in such registration all Registrable Securities with respect to which the Corporation received written requests for inclusion therein within ten (110) year anniversary days after such Notice is given by the Corporation to such holders. All requests made pursuant to this Section 4 will specify the number of Registrable Securities to be registered and the intended methods of disposition thereof. The Corporation shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least one hundred eighty (180) days after the effective date hereof, Trident may exercise one (1) of its Registration Requests; provided that thereof or such shorter period during which all Registrable Securities included in such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request")Statement have actually been sold; provided, furtherhowever, that Trident such period shall give be extended for a period of time equal to the Company period the holder of Registrable Securities refrains from selling any securities included in such Registration Statement at least 30 days prior written notice the request of its intent the Corporation or an underwriter of the Corporation pursuant to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that have been requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1.
Appears in 2 contracts
Sources: Registration Rights Agreement (Allegro Microsystems, Inc.), Registration Rights Agreement (Allegro Microsystems Inc)
Requests for Registration. (i) At any time following and from time to time after the one (1) year anniversary closing of the date hereof, each of Trident, JCF and DS (eacha Qualified Public Offering, a "Requesting Holder") shall respectively be entitled to make requests in writing that Demand Party may request registration, whether underwritten or otherwise, under the Company effect the registration Securities Act of all or any part of the such Demand Party's Registrable Securities held by such Holder (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than Warrants and the Initial Request, but Common Stock underlying such Warrants) in any event within seven (7) days of such request, the Company will give written notice of such request an amount equal to all other Holders, and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that have been requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least less than the lesser of (xA) 25% of the total number of Registrable Securities held by each Holder (each of Nassau and THL shall be deemed to be one Holder for purposes of this clause (A)) comprising such Demand Party of the Requesting Holder class in respect of which such demand for registration is being made and (B) $100,000,000 in Aggregate Offering Price of Registrable Securities. Each such request for a registration shall specify the approximate number and class of Registrable Securities requested to be registered and the anticipated per share price range for such offering.
(ii) Within ten (10) days after receipt of any such request for a registration, the Company will give written notice (a "Demand Notice") of such requested registration (including the number of Registrable Securities included and the possible intended methods of disposition thereof) to all other Holders of Registrable Securities, if any (including, in the case of a Demand Registration involving Common Stock, all Partnership Unit Holders for purposes of this Section 3(a)(ii) but subject to Section 4(e) hereof and all applicable restrictions and limitations on the date hereof redemption of Partnership Units set forth in the ARC IV Partnership Agreement, in order to afford such Holders the opportunity to participate in such Demand Registration through a redemption of Partnership Units in exchange for shares of Common Stock to be sold in the related offering), and will include (subject to the provisions of this Agreement) in such registration all Registrable Securities of the same class as the securities being registered with respect to which the Company has received written requests from any other Holders for inclusion therein within 20 days after the receipt of the Demand Notice, provided, however, that (A) if such Demand Registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in such registration must sell their Registrable Securities to the underwriters on the same terms and condi tions as apply to the Demand Party, and each such Holder (including Partner ship Unit Holders who request to be included in such registration) shall, if requested by the underwriters, enter into a customary holdback agreement with respect to such Holder's Registrable Securities as contemplated by Section 5(a) hereof, and (B) it shall be a condition to the participation by any Partnership Unit Holder in any such Demand Registration that no provision of the ARC IV Partnership Agreement shall prohibit or 15% restrict the redemp tion by such Partnership Unit Holder of any Partnership Units as to which such Partnership Unit Holder has made a request hereunder for inclusion in such Demand Registration and that (1) in the case of an Initial Request) or (y) 10% underwritten offer ing, such Partnership Unit Holder shall have delivered to ARC IV a notice of redemption, together with the total number of Registrable Securities held by all Holders on certificates evidencing the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of Partnership Units to be converted into the Registrable Securities then outstanding. The Company will to be included in such offering (the "Redemption Notice Package") not be obligated less than five (5) Business Days prior to effect the closing date of such offering, and (2) in the case of any registration other offering, such Partnership Unit Holder shall have delivered to ARC IV a Redemption Notice Package a reasonable time prior to the proposed sale of such Holder's Registrable Securities in such offering, as determined by the Company.
(iii) All registrations requested pursuant to this Section 1(a3(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant are referred to the Initial Request may be herein as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1"Demand Registrations."
Appears in 2 contracts
Sources: Registration Rights Agreement, Registration Rights Agreement (Affordable Residential Communities Inc)
Requests for Registration. At any time following Subject to the one provisions of this Article V, the holders of a majority of Vestar Securities that constitute Registrable Securities shall have the right (1) year anniversary of the date hereof, each of Trident, JCF and DS (each, a "Requesting HolderVestar Demand Right") and the holders of a majority of Pro-Fac Securities that constitute Registrable Securities shall respectively be entitled have the right (the "Pro-Fac Demand Right"), in each case, to make requests in writing that request registration under the Company effect the registration Securities Act of all or any part portion of the Registrable Securities held by such Holder Securityholders (in each case, referred to herein as the "Requesting Holders") by delivering a written notice to the principal business office of the Issuer, which notice identifies the Requesting Holders and specifies the number of Registrable Securities to be included in such registration (the "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior Subject to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"restrictions set forth in Section 5.1(d); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company Issuer will give prompt written notice of such request Registration Request (the "Registration Notice") to all other Holders, holders of Registrable Securities and will thereupon use its commercially reasonable best efforts to register, in accordance with effect the provisions of this Agreement, all registration (a "Demand Registration") under the Securities Act on any form available to the Issuer of:
(i) the Registrable Securities that have been requested to be registered by the Holder in Requesting Holders;
(ii) all other Registrable Securities of the same type and class which the Issuer has received a written request to register within 30 days after the Registration Request or by Notice is given and any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice securities of the Registration RequestIssuer proposed to be included in such registration by the Issuer for its own account; provided, that and
(iii) any securities of the Company will not Issuer proposed to be required to effect a included in such registration by the holders of registration rights granted other than pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of Agreement (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all "Other Registration Expenses incurred in connection with any registration pursuant to this Section 1Rights").
Appears in 2 contracts
Sources: Securityholders Agreement (Pro Fac Cooperative Inc), Securityholders Agreement (Agrilink Foods Inc)
Requests for Registration. At Subject to the provisions of Section 3(b), at any time following after the one (1) year anniversary closing of the date hereof, each IPO any holder or holders of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that Majority of the Company effect then outstanding MatlinPatterson Registrable Securities or Family Holdings Registrable Securities may request a registration by the registration Corporation under the Securities Act of all or any part of the its or their MatlinPatterson Registrable Securities held by such Holder or Family Holdings Registrable Securities, as applicable, (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial RequestDemand Registration"); provided, further, that Trident shall give the Company number of MatlinPatterson Registrable Securities or Family Holdings Registrable Securities requested to be registered represents at least 30 3% of the Corporation's then outstanding Common Stock. Within 15 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its following receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company Corporation will give provide written notice of such registration request to all other Holdersholders of Registrable Securities and will, and will use its reasonable best efforts subject to register, in accordance with the provisions of this AgreementSection 3(a)(i) and (ii), Section 3(c) and Section 3(d), include in such registration all Registrable Securities that have been requested with respect to which the Corporation has received written requests for inclusion therein within 20 days after distribution to the applicable holder of the Corporation's notice. All Demand Registration requests made pursuant to this Section 3(a) will specify the number of Registrable Securities to be registered by and will also specify the Holder in intended method of disposition thereof, which may include the Registration Request sale of securities on a continuous or by delayed basis. If such method of disposition is through an offering that is not underwritten and that is on a continuous or delayed basis under Rule 415 or any other Holders by written notice successor role under the Securities Act, then:
(i) the Corporation agrees to effect a registration and all qualifications and compliance as would permit or facilitate the Company given within ten (10) Business Days after the date the Company has given sale and distribution on a continuous basis of such Holders notice portion of the Registration Requestrequesting holders' Registrable Securities as are specified in such request plus any portion of the Registrable Securities of holders who request inclusion in such registration; provided, however, that the Company will Corporation shall not be required to effect a registration pursuant to this Section 1(a) unless include more than $300 million of MatlinPatterson Registrable Securities, $200 million of Family Holdings Registrable Securities, and $50 million of CPF Registrable Securities and Other Stockholder Registrable Securities. If the aggregate number of shares proposed CPF Registrable Securities and Other Stockholder Registrable Securities requested to be registered constitutes at least included exceeds the lesser amount that the Corporation is required to include in such registration statement, then the available space in such registration statement shall be allocated pro rata among the holders of (x) 25% such Registrable Securities requesting to be included in the registration on the basis of the total number of Registrable Securities held by their respective holders; and
(ii) the Requesting Holder on the date hereof Corporation agrees that (or 15% A) if it did not include in the case of an Initial Request) or (y) 10% such registration all of the total number of MatlinPatterson Registrable Securities held by all Holders on requested to be included, then at any time when the date hereof, or if the total number amount of MatlinPatterson Registrable Securities then outstanding remaining unsold under the registration statement is less than $200 million, it will promptly file a new or additional registration statement for additional sales of MatlinPatterson Registrable Securities as shall then permit sales of at least $300 million of MatlinPatterson Registrable Securities in the aggregate, (B) if it did not include in such amount, registration all of the Family Holdings Registrable Securities requested to be included therein, then outstanding. The Company will not be obligated to effect at any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that time when the request for a registration that immediately follows amount of Family Holdings Registrable Securities remaining unsold under the registration pursuant to statement is less than $135 million, it will promptly file a new or additional registration statement for such additional sales of Family Holdings Registrable Securities as shall then permit sales of at least $200 million of Family Holdings Registrable Securities in the Initial Request may be as soon as six aggregate, and (6C) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will if it did not include in such registration all of the Initial Request any securities other than CPF Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable lawand Other Stockholder Registrable Securities requested to be included therein, then at any time when the amount of CPF Registrable Securities and other Stockholder Registrable Securities remaining unsold under the registration statement is less than $10 million, it will promptly file a new or additional registration statement for such additional sales as shall then permit sales of at least $50 million of CPF Registrable Securities and Other Stockholder Registrable Securities in the aggregate.
(iii) At any time after the Registrable Securities become eligible for registration on Form S-3 or any comparable or successor form or forms, the Company will pay all Registration Expenses incurred in connection with Corporation shall have the right to withdraw any registration made under Section 3(a)(i) so long as it replaces such registration with an effective registration statement under Form S-3 pursuant to this Section 15 hereof.
Appears in 2 contracts
Sources: Registration Rights Agreement, Registration Rights Agreement (Huntsman CORP)
Requests for Registration. At any time following the one (1) year anniversary of and from time to time after the date hereof, each the holders of Trident, JCF and DS (each, Registrable Securities constituting at least 25% of the total number of a "Requesting Holder") shall respectively be entitled class or series of Registrable Securities then outstanding will have the right by written notice delivered to make requests in writing that the Company effect the registration of all or any part of the Registrable Securities held by such Holder (a "Registration RequestDemand Notice"). Trident shall be entitled , to make three require the Company to register (3a "Demand Registration") such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, under and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding in accordance with the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary provisions of the date hereof, Trident may exercise one (1) Securities Act the number of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on requested to be so registered (but not less than 15% of the date total number of such request (after giving effect to any subsequent stock split, combination, recapitalization class or similar transaction) (the "Initial Request"series of Registrable Securities then outstanding); provided, furtherhowever, that Trident no Demand Notice may be given prior to 4 months after the effective date of the immediately preceding Demand Registration, if any. The number of Demand Registrations pursuant to this Section 3(a) shall give not exceed three for each class or series of Registrable Securities; provided, however, that in determining the Company at least 30 days prior written notice number of its intent Demand Registrations to exercise which the Initial Request. As promptly as reasonably practicable after its receipt holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration Request, other than that is an underwritten registration if the Initial Request, but managing underwriter or underwriters advise the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in any event within seven (7) days of such request, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts to register, offering in accordance with the provisions of this AgreementAgreement without materially and adversely affecting the success of such offering and, all Registrable Securities that have been requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; providedas a result thereof, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of less than the total number of Registrable Securities held by requested for inclusion are included in such Demand Registration or such holders, upon receiving such advice from the Requesting Holder on managing underwriter or underwriters, elect not to proceed with such Demand Registration, and (2) any Demand Registration that does not become effective or is not maintained effective for the date hereof (or 15% period required pursuant to Section 3(b) hereof, unless in the case of an Initial Requestthis clause (2) or (y) 10% such Demand Registration does not become effective after being filed by the Company solely by reason of the total number refusal to proceed by the holders of Registrable Securities held by all Holders on unless (i) the date hereofrefusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company, or if (ii) the total number of Registrable Securities then outstanding is less than such amount, all holders of the Registrable Securities then outstanding. The Company will not be obligated elect to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1such Demand Registration.
Appears in 2 contracts
Sources: Registration Rights Agreement (Malibu Entertainment Worldwide Inc), Registration Rights Agreement (Mei Genpar Lp)
Requests for Registration. At (a) As provided in Sections 2.2 and 2.3, from and after the date that is ninety-one (91) days after the closing of an Initial Public Offering, the Required Sofedit Stockholders, the Required Sofedit Institutional Stockholders, the Required CVC Stockholders or the Required Institutional Stockholders (each of which being, a "Requesting Investor") shall be entitled to request registration under the Securities Act of all or part of their Registrable Securities (i) on Form S-1 or any time following similar long-form registration ("Long-Form Registrations"), and (ii) on Form S-2 or S-3 or any similar short-form registration ("Short-Form Registrations") if the Company qualifies to use such short form; provided, however, that (a) prior to the date that is one (1) year anniversary and ninety-one (91) days after the closing of an Initial Public Offering, the date hereof, each of Trident, JCF and DS (each, a "Requesting Holder") Sofedit Institutional Stockholders shall respectively not be entitled to make requests in writing that the Company effect the request registration of all or any part as a Requesting Investor with respect to more than thirty-five percent (35%) of the Registrable Securities held by such Holder the Sofedit Institutional Stockholders as a group on the date hereof and (a "Registration Request"). Trident shall be entitled b) prior to make three (3) such Registration Requests, JCF shall be entitled to make the date that is two (2) such Registration Requests, years and DS shall be entitled to make two ninety-one (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (9091) days after the date hereof and prior closing of an Initial Public Offering, the Sofedit Institutional Stockholders shall not be entitled to request registration as a Requesting Investor with respect to more than seventy percent (70%) of the one (1) year anniversary of Registrable Securities held by the Sofedit Institutional Stockholders on the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident the above proviso shall give in no way limit the Company at least 30 rights of the Sofedit Institutional Stockholders under Article III or the rights of the Sofedit Institutional Stockholders to request inclusion in any Demand Registration requested by the Sofedit Stockholders or the CVC Stockholders under this Section 2.1(a). Within ten (10) days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request to all other HoldersStockholders holding Registrable Securities. Thereafter, the Company will use all reasonable efforts to effect the registration under the Securities Act on the form requested by the applicable Requesting Investors and will use its reasonable best efforts include in such registration all Registrable Securities with respect to registerwhich the Company has received written requests for inclusion therein by any Stockholder within thirty (30) days after the receipt of the Company's notice, in accordance with subject to the provisions of Section 2.5. All registrations requested pursuant to this AgreementSection 2.1 are referred to herein as "Demand Registrations."
(b) Any Requesting Investor that requests a Demand Registration under this Article II may, all at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing written notice to the Company; provided, however, that notwithstanding such revocation, such Demand Registration shall be deemed a request for purposes of Section 2.2 or 2.4 unless, after consultation with the Company and any proposed underwriter, the Requesting Investor in good faith determines that the Registrable Securities that have been it has requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will would not be required to effect a registration sold pursuant to this Section 1(a) unless the aggregate number such Demand Registration within a reasonable amount of shares proposed time or at a price acceptable to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the such Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1Investor.
Appears in 2 contracts
Sources: Registration Rights Agreement (MS Acquisition), Registration Rights Agreement (Aetna Industries Inc)
Requests for Registration. (i) At any time following after the one earlier of: (1i) year anniversary a Public Offering or (ii) June 15, 2001, any stockholder or stockholders holding in the aggregate at least 7.6% of the date hereof, each of Trident, JCF and DS Non-Series E Registrable Securities (each, a "Requesting HolderNon-Series E Demand Registration") shall respectively be entitled to make requests in writing or at least 5% of the Series E Registrable Securities (a "Series E Demand Registration"), may at any time demand that the Company effect the registration of register all or any part of his, her, or its Registrable Securities under the Securities Act (Non-Series E Demand Registrations and Series E Demand Registrations being collectively referred to as a "Demand Registration") on Forms ▇-▇, ▇-▇, or S-3 (or similar forms then in effect) promulgated by the SEC under the Securities Act. Within ten days after receipt of a demand, the Company will notify in writing all holders of Registrable Securities of the demand. Any holder who wants to include his, her, or its Registrable Securities in the Demand Registration must notify the Company within ten business days of receiving the notice of the Demand Registration. Except as provided in this Section 3, the Company will include in all --------- Demand Registrations all Registrable Securities for which the Company receives timely written demands for inclusion. All demands made pursuant to this Section 3(a) must specify the number of Registrable ------------ Securities to be registered and the intended method of disposing of the Registrable Securities.
(ii) Notwithstanding anything to the contrary herein, the holders of the Series E Registrable Securities held shall have a special right to require up to three demand registrations (the "Series E Special Demand Registration") after an Initial Public Offering, which may be exercised by holders of at least 5% of the Series E Registrable Securities the first of which may be exercised not earlier then 120 days after the Company's Initial Public Offering; provided that this special right shall expire when the holders of Common Stock issued upon conversion of the Series E Preferred Stock are free to sell them under Rule 144(k) or hold less than 1% of the outstanding Common Stock of the Company. The Company shall use its best commercial efforts to cause the first such Holder (a "Registration Request")registration statement to become effective on the 181st day after the effectiveness of the registration statement for the Company's Initial Public Offering, or if later, not later than 60 days after the demand therefore is made. Trident Each such registration statement shall be entitled to make three (3) such Registration Requestson Form S-1 or S-3, JCF shall be entitled to make two (2) such Registration Requestsif available, and DS shall remain effective for 180 days, or if less, until the Common Stock registered thereunder is sold. The holders of such Common Stock may, but shall not be entitled required to, sell the Common Stock in an underwritten offering under this special registration right. Within ten days after receipt of a demand, the Company will notify in writing all holders of Series E Registrable Securities of the demand. Any holder who wants to make two (2) such include his, her, or its Series E Registrable Securities in the Series E Special Demand Registration Requestsmust notify the Company within ten business days of receiving the notice of the Series E Special Demand Registration. Except as provided in this Section 3, the Company will --------- include in all Series E Special Demand Registrations all Series E Registrable Securities for which the Company receives timely written demands for inclusion. Notwithstanding the foregoing, at one time following no Series E Special Demand Registration shall be underwritten without the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary consent of the date hereof, Trident may exercise one (1) holders of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that have been requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice a majority of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% Series E Preferred Stock included in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1.
Appears in 2 contracts
Sources: Registration Rights Agreement (Open Port Technology Inc), Registration Rights Agreement (Open Port Technology Inc)
Requests for Registration. At (a) Subject to the provisions of this Article II, any Holder or group of Holders may at any time following make a written request (a “Demand Request”) for (i) registration under the one (1) year anniversary of the date hereof, each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the Securities Act on Form S-1 or any similar long-form registration statement of all or any part portion of its Registrable Securities and/or the filing of a Canadian Prospectus under applicable Canadian Securities Laws with respect to Registrable Securities or (ii) if the Company is then eligible to use Form S-3 or a Canadian Shelf Prospectus, a Shelf Registration of all or any portion of its Registrable Securities, as the case may be, in accordance with registration requirements under the Securities Act and/or applicable Canadian Securities Laws (a “Demand Registration”). Such Demand Requests shall specify the amount of Registrable Securities to be registered and/or qualified for issue and sale, the intended method or methods of disposition and the jurisdiction(s) in which such registration is to take place. SpinCo shall, subject to the provisions of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, use its commercially reasonable efforts to, as applicable, file with the SEC a Registration Statement registering all Registrable Securities included in such Demand Request, and/or file with, and obtain a receipt (if applicable) from, the applicable Canadian Securities Authorities a Canadian Prospectus with respect to all Registrable Securities included in such Demand Request, for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request; provided, that if the managing underwriter(s) for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise SpinCo that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the Registrable Securities held by such Holder offering (a "Registration Request"taking into consideration the interests of SpinCo and the Holders). Trident shall , then SpinCo will be entitled to make three (3) reduce the number of Registrable Securities included in such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior registration to the one (1) year anniversary number that, in the opinion of the date hereofmanaging underwriter(s), Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not can be for more than 750,000 Registrable Securities on sold without having the date of such request (after giving adverse effect referred to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request")above; provided, further, that Trident shall give in the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such requesta reduction in the number of Registrable Securities included in such registration, the Company will give written notice number of such request to all other Holders, and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that have been requested to registered shall be registered allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by the such Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Demand Request; providedsecond, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares Initial Common Shares proposed to be registered constitutes at least for offer and sale by SpinCo; and third, Initial Common Shares proposed to be registered pursuant to any piggy-back registration rights of security holders of SpinCo other than any Holder. SpinCo shall (A) use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the lesser earlier of (x1) 25% of the total number of Registrable Securities held by the Requesting Holder on ninety (90) days following the date hereof on which it was declared effective and (or 15% in the case of an Initial Request2) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, on which all of the Registrable Securities then outstanding. The Company will not be obligated covered thereby are disposed of in accordance with the method or methods of disposition stated therein and (B) with respect to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided a Demand Registration that the request for a registration that immediately follows the registration pursuant relates to the Initial filing of a Canadian Prospectus, from the period beginning on the date of a receipt obtained from the applicable Canadian Securities Authority until the completion of the distribution of all Registrable Securities covered by the Demand Request (or the closing date of the offering of such Registrable Securities thereunder, if later), comply with applicable Canadian Securities Laws, and prepare and file promptly any prospectus or marketing material amendment which, in the opinion of SpinCo, acting reasonably, may be necessary or advisable for the distribution of such Registrable Securities, and will otherwise comply with all legal requirements and take all actions necessary or advisable, and will otherwise comply with all legal requirements and take all actions necessary to continue to qualify such Registrable Securities for distribution in the applicable provinces and territories of Canada for as long as may be necessary to complete the distribution of such Registrable Securities.
(b) Notwithstanding the provisions of Section 2.1(a), Demand Registrations shall be Shelf Registrations whenever SpinCo is permitted to use any applicable short form Registration Statement on Form S-3 or Canadian Shelf Prospectus. SpinCo shall use its commercially reasonable efforts to promptly file the Canadian Shelf Prospectus in accordance with applicable Canadian Securities Laws and cause the Shelf Registration to be declared effective under the Securities Act as soon as six (6) months reasonably practicable after the filing thereof and SpinCo shall use its commercially reasonable efforts to keep such shelf registration continuously effective following such earlier registrationregistration until three (3) years after the registration statement is declared effective. Notwithstanding anything contained herein to the contraryAny Holder or group of Holders may request an underwritten offering using such Shelf Registration (an “Underwritten Takedown”), the Company will not include in the Initial Request and any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1.such request shall be deemed a
Appears in 2 contracts
Sources: Registration Rights Agreement (Bausch Health Companies Inc.), Registration Rights Agreement (Bausch & Lomb Corp)
Requests for Registration. At Subject to Sections 1(b) through (g) below, (i) at any time following and from time to time, the one (1) year anniversary holders of a majority of the date hereofInvestor Registrable Securities may request registration, each of Tridentwhether underwritten or not, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that under the Company effect the registration Securities Act of all or any part portion of their respective Investor Registrable Securities (A) on Form S-1 or any similar long-form registration statement, (B) on Form S-2 or S-3 or any similar short-form registration statement, if available, or (C) on any applicable “short form” pursuant to Rule 415 under the Securities Act, if available, and (ii) at any time and from time to time following the Initial Public Offering, (A) the holders of at least a majority of the Outside Preferred Investor Registrable Securities held may request registration, whether underwritten or not, under the Securities Act of all or any portion of their respective Outside Preferred Investor Registrable Securities on Form S-1 or any similar long-form registration statement (together with the long-form registrations contemplated by clause (i)(A) above, the “Long-Form Registrations”) and (B) any holder of Preferred Investor Registrable Securities may request registration, whether underwritten or not, under the Securities Act of all or any portion of such Holder holder’s Preferred Investor Registrable Securities (a "Registration Request"1) on Form S-2 or S-3 or any similar short-form registration statement (together with the short-form registrations contemplated by clause (i)(B) above, the “Short-Form Registrations”). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two if available, or (2) on any applicable “short form” pursuant to Rule 415 under the Securities Act (together with any shelf registration contemplated by clause (i)(C) above, “415 Registrations”), if available. All registrations requested as described in this Section 1 are referred to herein as “Demand Registrations.” Each such request for a Demand Registration Requests(a “Demand Notice”) will specify the approximate number of Registrable Securities requested to be registered, the anticipated per share price range for such offering (which range may be revised from time to time by the Persons initiating such Demand Registration by written notice to the Company to that effect), and DS shall whether the Demand Registration will be entitled underwritten. Each request for a Demand Registration and, subject to make two (2) the provisions of Section 7 below, each request for inclusion in such Demand Registration Requestsalso will specify the manner and disposition of the shares of Registrable Securities included therein. Notwithstanding the foregoing, at one time following the date that is ninety (90) Within 10 days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such requestDemand Notice, the Company will give written notice of such request for registration to all other Holders, holders of Registrable Securities and will use its reasonable best efforts to register, include in accordance with the provisions of this Agreement, such registration all Registrable Securities that have been requested with respect to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date which the Company has given such Holders notice received written requests for inclusion therein within 15 days after the receipt of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1Company’s notice.
Appears in 2 contracts
Sources: Registration Rights Agreement (LL Services Inc.), Registration Rights Agreement (Atlantic Broadband Management, LLC)
Requests for Registration. At (a) Subject to the terms and conditions of this Agreement, at any time following after the one earlier of (1i) year anniversary January 12, 2008 and (ii) the effective date of the date hereofregistration statement filed under the Securities Act in connection with the IPO, each either of Trident, JCF and DS (each, a "Requesting Holder"i) shall respectively be entitled to make requests in writing the Majority Holders or (ii) the Majority Series C Holders may request that the Company effect the registration under the Securities Act of all or any part of the their Registrable Securities held by (but not less than 500,000 shares in the aggregate (as adjusted for any stock dividends, combinations or splits with respect to such Holder securities)) on Form S-1 or any similar long-form registration statement (each a "Registration Request"“Long-Form Registration”). Trident shall be entitled to make three .
(3b) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one At any time following the date that is ninety (90) days after the date hereof and prior Company becomes eligible to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 register Registrable Securities on the date of such Form S-3 or any similar short-form registration statement (each, a “Short-Form Registration”), any Stockholder may request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company effect the registration under the Securities Act on a Short-Form Registration of Registrable Shares having an aggregate value of at least 30 $1,000,000 (based on the then-current public market price). Long-Form Registrations and Short-Form Registrations are collectively referred to in this Agreement as “Demand Registrations.”
(c) Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered, the intended method of distribution thereof, and the anticipated per share price range for such offering. Within 10 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will shall give written notice of such request requested registration to all other HoldersStockholders. Such Stockholders shall have the right, and will use by giving notice within 30 days after the Company provides its reasonable best efforts notice, to register, elect to have included in accordance with the provisions of this Agreement, such registration all Registrable Securities that such Stockholders have been requested to be registered by the Holder in the Registration Request or by any other Holders by written notice and included therein (subject to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 12.3).
Appears in 2 contracts
Sources: Registration Agreement (NitroSecurity, Inc.), Registration Agreement (NitroSecurity, Inc.)
Requests for Registration. At Subject to the following paragraphs of this Section 4(a), (i) in connection with any time following Initial Public Offering on or prior to the one (1) year fifth anniversary of the date hereofof this Agreement, the KKR Stockholders shall have the right, by delivering or causing to be delivered a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the sale of a number of Registrable Securities specified by the KKR Stockholders (subject to clause (i) of the second paragraph of Section 5(a)), (ii) in connection with any Initial Public Offering following the fifth anniversary of the date of this Agreement, if KKR and Walgreens agree (each acting reasonably) on the total number of TridentRegistrable Securities to be sold by the KKR Stockholders and the Walgreens Stockholders in such Initial Public Offering, JCF then each Principal Stockholder shall have the right, by delivering or causing to be delivered a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and DS (eachin accordance with the provisions of the Securities Act, a "Requesting Holder") the sale of pro rata portion of such total number of Registrable Securities; provided that, for the avoidance of doubt, if KKR and Walgreens do not so agree, no Principal Stockholder shall respectively be entitled to make requests sell Registrable Securities in writing that such Initial Public Offering, and (iii) following the Company effect Initial Public Offering, each Principal Stockholder shall have the registration right, by delivering or causing to be delivered a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of all this Agreement, under and in accordance with the provisions of the Securities Act, the sale of a number of Registrable Securities specified by such Principal Stockholder, in each case on Form S-1 or any part similar or successor long-form registration (“Long-Form Registrations”) or, if available, on Form S-3 or any similar or successor short-form registration (“Short-Form Registrations”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”); provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities held requested to be registered by such Holder any demanding Principal Stockholder and its Affiliates is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission); provided, further, that the Corporation shall not be obligated to file a "Registration Request"). Trident shall be entitled Statement relating to make three (3any registration request under this Section 4(a) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is within a period of ninety (90) days after the effective date hereof and prior of any other Registration Statement relating to any registration request under this Section 4(a) (including, for this purpose, any Marketed Underwritten Shelf Take Down) (or, after the one (1) year anniversary effective date of the date hereofInitial Public Offering, Trident may exercise within a period of one hundred eighty (1180) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"days); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its Following receipt of any a Demand Notice for a Demand Registration Request, other than the Initial Request, but in any event within seven (7) days of such requestaccordance with this Section 4(a), the Company will give written notice of such request to all other Holders, and will Corporation shall use its reasonable best efforts to registerfile with the SEC a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Promptly (and, in any event, within five (5) days) after receipt by the Corporation of a Demand Notice in accordance with this Section 4(a), the Corporation shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of this AgreementSection 4(b), include in such registration all Registrable Securities that have been requested with respect to be registered by which the Holder in the Registration Request or by any other Holders by Corporation received written notice to the Company given requests for inclusion therein within ten (10) Business Days days after such Notice is given by the date Corporation to such holders. Notwithstanding anything to the Company has given such Holders notice contrary in this Agreement, unless otherwise consented to by the KKR Stockholders, in connection with a Demand Notice for an Initial Public Offering, the Corporation shall only be required (and permitted) to deliver any Notice or Piggyback Notice as provided in clause (i) of the Registration Request; provided, that the Company will not be required to effect a registration second paragraph of Section 5(a). All requests made pursuant to this Section 1(a) unless 4 will specify the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total estimated number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% to be registered and/or, in the case of an Initial Request) or (y) 10% of Public Offering, the total estimated number of Registrable Securities held by all Holders on shares of Common Stock to be issued, and the date hereof, or if the total number intended methods of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month perioddisposition thereof; provided that the request requesting holder shall promptly inform the Corporation of any updates to such estimates. The Corporation shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a registration period of at least one hundred eighty (180) days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that immediately follows such period shall be extended for a period of time equal to the registration period the holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Corporation or an underwriter of the Corporation pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to provisions of this Section 1Agreement.
Appears in 2 contracts
Sources: Registration Rights Agreement (BrightSpring Health Services, Inc.), Registration Rights Agreement (BrightSpring Health Services, Inc.)
Requests for Registration. At Subject to Section 2(b) below, (i) at any time following and from time to time, the one holders of a majority of (A) the 399 Venture Registrable Securities and (B) the BRS Registrable Securities may together request, and (ii) on the earlier of (A) the third anniversary of this Agreement and (B) the consummation of an underwritten public offering of shares of Common Stock registered under the Securities Act (provided that in no event shall the issuance of Common Stock pursuant to the Purchase Agreement be deemed an underwritten public offering for purposes hereof), either (x) the holders of a majority of the 399 Venture Registrable Securities, or (y) the holders of a majority of the BRS Registrable Securities may each request (1) year anniversary registration, whether underwritten or otherwise, under the Securities Act of the date hereof, each all or part of Trident, JCF and DS their Registrable Securities on Form S-1 or any similar long-form registration (each, a "Requesting HolderLong-Form - 3 - Registrations") shall respectively be entitled to make requests in writing or on Form S-2 or S-3 or any similar short-form registration ("Short-Form Registrations"), if available or (2) that the Company effect file with the SEC a registration of all or statement under the Securities Act on any part of applicable form pursuant to Rule 415 under the Registrable Securities held by such Holder Act (a "Registration Request415 Registration"). Trident Each request for a Long-Form Registration or Short-Form Registration shall specify the approximate number of Registrable Securities requested to be entitled to make three (3) registered and the anticipated per share price range for such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requestsoffering. Notwithstanding the foregoing, at one time following the date that is ninety (90) Within ten days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any such request for a Long-Form Registration, Short-Form Registration Request, other than the Initial Request, but in any event within seven (7) days of such requestor 415 Registration, the Company will give written notice of such request requested registration to all other Holders, holders of Registrable Securities and will use its reasonable best efforts include (subject to register, in accordance with the provisions of this Agreement) in such registration, all Registrable Securities that have been requested with respect to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date which the Company has given such Holders notice received written requests for inclusion therein within 20 days after the receipt of the Registration Request; provided, that the Company will not be required to effect a registration Company's notice. All registrations requested pursuant to in this Section 1(a2(a) unless the aggregate number of shares proposed are referred to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be herein as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1"Demand Registrations".
Appears in 2 contracts
Sources: Registration Rights Agreement (Cottontops Inc), Registration Rights Agreement (Anvil Holdings Inc)
Requests for Registration. At any time Subject to the following paragraphs of this Section 3 and Section 5, the one Sponsor shall have the right, by delivering or causing to be delivered a written notice to the Company (1) year anniversary a “Demand Notice”), to require the Company Group to register pursuant to the terms of this Agreement, under and in accordance with the provisions of the date hereofSecurities Act, each the offer and sale of Tridentthe number of Registrable Securities requested to be so registered on Form S-3 (which, JCF and DS unless the Sponsor requests otherwise, shall be filed pursuant to Rule 415 under the Securities Act), if the Company is then eligible for such short-form or any similar or successor short-form registration (each“Short-Form Registration”) or, if the Company is not then eligible for Short-Form Registration, on Form S-1 or any similar or successor long-form registration (“Long-Form Registration”) (any such registration, a "Requesting Holder") shall respectively “Demand Registration”); provided, however, that unless the Sponsor requests to have registered all of its Registrable Securities, a Demand Notice for a Marketed Underwritten Offering may only be entitled to make requests in writing that made if the Company effect the registration of all or any part sale of the Registrable Securities held requested to be registered by such Holder the Sponsor is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (a "Registration Request"without regard to any underwriting discount or commission). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its Following receipt of any a Demand Notice for a Demand Registration Request, other than the Initial Request, but in any event within seven (7) days of such requestaccordance with this Section 3(a), the Company will give written notice of such request to all other Holders, and will Group shall use its reasonable best efforts to register(x) file with the SEC a Registration Statement in accordance with such Demand Notice and the provisions of this Agreement as promptly as reasonably practicable and, in any event, within 30 days following receipt of such Demand Notice in the case of a Short-Form Registration or within 90 days following receipt of such Demand Notice in the case of a Long-Form Registration and (y) cause such Registration Statement to become; provided, however, that if a Demand Notice is delivered prior to the expiration of the IPO Lock-up Period, the Company Group shall not be obligated to file (but shall be obligated to prepare) such Registration Statement prior to the expiration of the IPO Lock-up Period. With respect to any Underwritten Offering to be conducted pursuant to any Demand Registration, the Sponsor shall select the underwriter(s) for such offering, subject to the reasonable satisfaction of the Company. The Company Group shall use its reasonable best efforts to keep any Registration Statement with respect to any Demand Registration filed pursuant to this Section 3(a) continuously effective under the Securities Act until the earlier to occur of (x) 180 days after the effective date thereof and (y) consummation of the distribution by the Holders of Registrable Securities included in such Registration Statement. No Demand Registration shall be deemed to have occurred for purposes of this Section 3, and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 5, if (x) the Registration Statement relating thereto (and covering all Registrable Securities specified in the applicable Demand Notice for sale in accordance with the provisions intended method or methods of this Agreementdistribution specified in such Demand Notice, all Registrable Securities that have been requested subject to be registered by any cut-back pursuant to Section 3(c)) (i) does not become effective, or (ii) is not maintained continuously effective for the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be period required to effect a registration pursuant to this Section 1(a3, (y) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% offering of the total Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period or (z) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not satisfied other than as a result of the Sponsor’s actions. All requests made pursuant to this Section 3 shall: (i) state that it is a notice to initiate a Demand Registration under this Agreement; and (ii) specify the number of Registrable Securities held by to be registered and the Requesting Holder on the date hereof (or 15% in the case intended method(s) of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1disposition thereof.
Appears in 2 contracts
Sources: Registration Rights Agreement (Graftech International LTD), Registration Rights Agreement (Graftech International LTD)
Requests for Registration. At Subject to Sections 1(b) through (g), at any time following and from time to time, the one (1) year anniversary holders of a majority of the date hereofRegistrable Securities may request registration, each of Tridentwhether underwritten or not, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that under the Company effect the registration Securities Act of all or any part portion of their respective Registrable Securities (i) on Form S-1 or any similar long-form registration statement (the “Long Form Registrations”), (ii) on Form S-2 or S-3 or any similar short-form registration statement (the “Short-Form Registrations”), if available, or (iii) on any applicable “short form” pursuant to Rule 415 under the Securities Act, if available (“415 Registrations”). All registrations requested as described in this Section 1 are referred to herein as “Demand Registrations.” Each such request for a Demand Registration (a “Demand Notice”) will specify the approximate number of Registrable Securities requested to be registered, the anticipated per share price range for such offering (which range may be revised from time to time by the Persons initiating such Demand Registration by written notice to the Company to that effect), and whether the Demand Registration will be underwritten. Each request for a Demand Registration and, subject to the provisions of Section 7, each request for inclusion in such Demand Registration also will specify the manner and disposition of the shares of Registrable Securities held by such Holder to be included therein. Within ten (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (9010) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such requestDemand Notice, the Company will give written notice of such request for registration to all other Holdersholders of Registrable Securities and, and subject to Section 1(e), will use its reasonable best efforts to register, include in accordance with the provisions of this Agreement, such registration all Registrable Securities that have been requested with respect to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date which the Company has given such Holders notice received written requests for inclusion therein within twenty (20) days after the receipt of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1Company’s notice.
Appears in 2 contracts
Sources: Recapitalization Agreement (Grande Communications Holdings, Inc.), Registration Rights Agreement (Grande Communications Holdings, Inc.)
Requests for Registration. At any time Subject to the following paragraphs of this Section 3(a), one or more Shareholders shall have the one (1) year anniversary right, by delivering or causing to be delivered a written notice to the Company, to require the Company to register pursuant to the terms of this Agreement, under and in accordance with the provisions of the date hereofSecurities Act, each the offer, sale and distribution of Tridentthe number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-3 (which, JCF unless all Shareholders delivering such notice request otherwise, shall be (i) filed pursuant to Rule 415 under the Securities Act and DS (eachii) if the Company is a Well-Known Seasoned Issuer at the time of filing such registration statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then eligible for such short-form, or any similar or successor short-form registration (“Short-Form Registrations”) or, if the Company is not then eligible for such short form registration, on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) (any such written notice, a "Requesting Holder") “Demand Notice” and any such registration, a “Demand Registration”), as soon as reasonably practicable after delivery of such Demand Notice, but, in any event, the Company shall respectively be entitled required to make the initial filing of the Registration Statement within 30 days following receipt of such Demand Notice in the case of a Short-Form Registration or within 90 days following receipt of such Demand Notice in the case of a Long-Form Registration; provided, however, that, unless a Shareholder requests in writing that to have registered all of its Registrable Securities, a Demand Notice for a Marketed Offering may only be made if the Company effect the registration of all or any part sale of the Registrable Securities held requested to be registered by such Holder Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (a "Registration Request"without regard to any underwriting discount or commission). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its Following receipt of any a Demand Notice for a Demand Registration Request, other than the Initial Request, but in any event within seven (7) days of such requestaccordance with this Section 3(a), the Company will give written notice of such request to all other Holders, and will shall use its reasonable best efforts to registerfile a Registration Statement in accordance with such Demand Notice as promptly as reasonably practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a), and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 3(e), if (x) the Registration Statement relating thereto (and covering not less than all Registrable Securities specified in the applicable Demand Notice for sale in accordance with the provisions intended method or methods of this Agreementdistribution specified in such Demand Notice) (i) does not become effective, all Registrable Securities that have been requested to be registered by or (ii) is not maintained effective for the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be period required to effect a registration pursuant to this Section 1(a3 or (y) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% offering of the total Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period or (z) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not satisfied other than as a result of the Shareholders’ actions. All requests made pursuant to this Section 3 will specify the number of Registrable Securities held to be registered and the intended method(s) of disposition thereof. Except as otherwise agreed by all Shareholders with Registrable Securities subject to a Demand Registration, the Company shall maintain the continuous effectiveness of the Registration Statement with respect to any Demand Registration until such securities cease to be Registrable Securities or such shorter period upon which all Shareholders with Registrable Securities included in such Registration Statement have notified the Company that such Registrable Securities have actually been sold. Within five business days after receipt by the Requesting Holder on the date hereof (or 15% in the case Company of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration a Demand Notice pursuant to this Section 1(a3(a), the Company shall deliver a written notice of any such Demand Notice to all other holders of Registrable Securities, and the Company shall, subject to the provisions of Section 3(b), include in such Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein (whether or not any of the Shareholders have exercised its, his or her conversion rights) more than once in any nine (9) month periodwithin 10 business days after the date that such notice has been delivered; provided that the request for a registration that immediately follows the registration pursuant such holders must agree to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to method of distribution proposed by the contraryShareholders who delivered the Demand Notice and, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1underwritten registration, such holders (together with the Company and the other holders including securities in such underwritten registration) must enter into an underwriting agreement in the form reasonably approved by the Company and the Shareholders holding the majority of the Registrable Securities.
Appears in 2 contracts
Sources: Registration Rights Agreement (Graftech International LTD), Investment Agreement (Graftech International LTD)
Requests for Registration. At Subject to the following paragraph of this Section 3(a), a Qualified Holder shall have the right by delivering a written notice to the Corporation (a “Demand Notice”) to require the Corporation to register, pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (a “Demand Registration”); provided, however, that a Demand Notice may only be made (i) at any time following after a Qualified Public Offering (except in the one case of a Pre-QPO Demand Registration) and (1ii) year anniversary of if the date hereof, each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration of all or any part sale of the Registrable Securities held requested to be registered by such Qualified Holder (a "Registration Request")is reasonably expected to result in aggregate gross cash proceeds in excess of $10,000,000. Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its Following receipt of any a Demand Notice for a Demand Registration Request, other than the Initial Request, but in any event within seven (7) days or of such requesta Pre-QPO Demand Notice for a Pre-QPO Demand Registration), the Company will give written notice of such request to all other Holders, and will Corporation shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than 30 days after such Demand Notice (or 60 days in the case of a Pre-QPO Demand Registration), and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. The Warburg Qualified Holders shall be entitled to an aggregate maximum of two Demand Registrations and the Blackstone Qualified Holders shall be entitled to an aggregate maximum of two Demand Registrations; provided, however, that Qualified Holders shall not be limited in the number of Demand Registrations that constitute “shelf” registrations as contemplated by the next succeeding sentence, and provided, further, that each of Blackstone and Warburg shall have the right by delivering a written notice to the Corporation (a “Pre-QPO Demand Notice”) to require the Corporation to register, pursuant to the terms of this Agreement under and in accordance with the provisions of this Agreementthe Securities Act, all the number of Registrable Securities that have been requested to be so registered pursuant to the terms of this Agreement (each, a “Pre-QPO Demand Registration”); provided, however, that a Pre-QPO Demand Notice may only be made (i) at any time after March 9, 2011 and prior to the consummation of a Qualified Public Offering and (ii) so long as the Demand Conditions are satisfied by Blackstone or Warburg, as the case may be, as of the time of delivery to the Corporation of such Pre-QPO Demand Notice. After such time as the Corporation shall become eligible to use Form S-3 (or comparable form) for the registration under the Securities Act of any of its securities, each Qualified Holder in shall be entitled to request that a Demand Registration be a “shelf” registration pursuant to Rule 415 under the Registration Request or by Securities Act. Notwithstanding any other Holders by written notice to provisions of this Section 3, in no event shall more than one Demand Registration or Pre-QPO Demand Registration occur during any six-month period (measured from the Company given within ten (10) Business Days after the effective date the Company has given such Holders notice of the Registration RequestStatement to the date of the next Demand Notice or Pre-QPO Demand Notice) or within 120 days after the effective date of a Registration Statement filed by the Corporation; provided, provided that no Demand Registration or Pre-QPO Demand Registration may be prohibited for such 120-day period more often than once in a 12-month period. No Demand Registration or Pre-QPO Demand Registration shall be deemed to have occurred for purposes of this Section 3 if the Company will Registration Statement relating thereto (i) does not be become effective (ii) is not maintained effective for the period required to effect a registration pursuant to this Section 1(a3, or (iii) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% offering of the total Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction or similar order or requirement of the SEC during such period in which case such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration or Pre-QPO Demand Registration, as the case may be, in lieu thereof. Within 10 days after receipt by the Corporation of a Demand Notice or a Pre-QPO Demand Notice, the Corporation shall give written notice (the “Notice”) of such Demand Notice or Pre-QPO Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Corporation received written requests for inclusion therein within 10 days after such Notice is given by the Corporation to such holders. All requests made pursuant to this Section 3 will specify the number of Registrable Securities held by to be registered and the Requesting Holder on intended methods of disposition thereof. The Corporation shall be required to maintain the date hereof effectiveness of the Registration Statement (or 15% except in the case of an Initial Requesta requested “shelf” registration) with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or (y) 10% such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the total number period the holder of Registrable Securities held by all Holders on refrains from selling any securities included in such registration at the date hereof, or if the total number request of Registrable Securities then outstanding is less than such amount, all an underwriter of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that Corporation or the request for a registration that immediately follows the registration Corporation pursuant to the Initial Request provisions of this Agreement. The Corporation shall be required to maintain the effectiveness of a shelf Registration Statement with respect to any Demand Registration at all times after the effective date thereof until the earlier of such time that all Registrable Securities included in such Registration Statement have actually been sold or five years from such effectiveness; provided, however, that any Stockholder owning Common Stock that has been included on a shelf Registration Statement may request that such Common Stock be as soon as six (6) months following removed from such earlier registrationRegistration Statement, in which event the Corporation shall promptly either withdraw such Registration Statement or file a post-effective amendment to such Registration Statement removing such Common Stock. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request Corporation hereby agrees that (i) any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Demand Registration Expenses incurred in connection with any that is a “shelf” registration pursuant to this Section 1Rule 415 under the Securities Act shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal stockholders’ chart and the plan of distribution) as may be reasonably requested by a holder of Registrable Securities to allow for a distribution to, and resale by, the direct and indirect partners, members or stockholders of a holder of Registrable Securities (a “Partner Distribution”) and (ii) the Corporation shall, at the request of any holder of Registrable Securities seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and to otherwise take any action necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such holder to effect such Partner Distribution.
Appears in 2 contracts
Sources: Registration Rights Agreement (Kosmos Energy Ltd.), Operating Agreement (Kosmos Energy Ltd.)
Requests for Registration. At any time following after the one (1) year anniversary date which is ------------------------- six months after the closing of the date hereofCompany's initial Public Offering, each any stockholder of Trident, JCF and DS the Company which is a party to this Agreement (each, a an "Requesting Eligible Holder") shall respectively be entitled to make requests in writing may request that the Company effect the registration under the Securities Act of all or any part of the Registrable Securities its shares of Series A Stock (including shares of Series A Stock issuable upon conversion of shares of Series B Stock held by it) for sale in the manner specified in such Holder request. A stockholder that previously owned shares of Series B __________ [*] Confidential Treatment Requested. Stock but ceased to be a Consenting Stockholder upon the conversion of its shares of Series B Stock to shares of Series A Stock shall continue to be a party to this Agreement so long as it owns any shares of Series A Stock and therefore shall be an Eligible Holder. Such request shall be made by furnishing written notice thereof (a "Registration RequestDemand Notice")) to the Company setting forth the number of shares of Series A Stock requested to be registered and such Eligible Holder's preferred method of distribution. Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) Within ten days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such requestDemand Notice, the Company will shall give written notice of such request Demand Notice to all other Eligible Holders. Following receipt of notice from the Company of a Demand Notice (the "Company Notice"), and will use its reasonable best efforts each such other Eligible Holder may give the Company a written request to register, in accordance with the provisions register any or all of this Agreement, all Registrable Securities that have been requested to be registered such Eligible Holder's Series A Stock (including shares of Series A Stock issuable upon conversion of shares of Series B Stock held by the Holder it) in the Registration Request or by any other Holders by written notice to registration described in the Company Notice, provided that such written request is given within ten (10) Business Days fifteen days after the date on which the Company has Notice is given (with such Holders notice request stating (i) the number of the Registration Request; providedshares of Series A Stock to be so included, (ii) such other Eligible Holder's preferred method of distribution of such shares and (iii) any other information that the Company will Notice reasonably requests be included in such notice from such Eligible Holder). All registrations requested pursuant to this Section 8.01 are referred to herein as "Demand Registrations." The Company shall not be required to effect a registration pursuant to this Section 1(a) Demand Registration unless the aggregate number of shares proposed of Series A Stock demanded to be so registered is at least [*] percent of the number of shares of Company Common Stock then outstanding (the "Minimum Condition"). If the Minimum Condition is met, then, subject to Sections 8.01(b), 8.01(c) and 8.01(f) below, the Company shall, as soon as practicable, file with the SEC and use all commercially reasonable efforts to cause to become effective as promptly as practicable, a registration statement on a form applicable to the sale of securities to the general public which shall cover the shares of Series A Stock requested to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1Demand Notices.
Appears in 2 contracts
Sources: Joint Venture Formation and Stockholders Agreement (Gemstar International Group LTD), Joint Venture Formation and Stockholders Agreement (Gemstar International Group LTD)
Requests for Registration. At Subject to the terms and conditions set forth herein, at any time and from time to time following the one fifth (15th) year anniversary of the date hereof, each any holder or group of Tridentholders of Investor Registrable Securities (including for this purpose any of such holder’s affiliates that also hold Investor Registrable Securities) holding at least 50% of all of the then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, JCF and DS as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (eachin the case of a Short-Form Registration, a "Requesting Holder") shall respectively be entitled to make requests in writing that as defined below), may request from the Company effect registration under the registration Securities Act of all or any part portion of the Registrable Securities held by such Holder (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, holders’ and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 their affiliates’ Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”), or, if available, on Form S-3 (including pursuant to Rule 415 under the date of such request Securities Act) or any similar short-form registration (after giving effect to any subsequent stock split“Short-Form Registrations”), combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Requestif available. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that have been All registrations requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total approximate number of Registrable Securities held requested to be registered and the anticipated per share or per unit price range for such offering. Within 20 days after receipt of any such request, unless the Company has converted the request into a Piggyback Registration in accordance with Section 2 of this Agreement, in which case Section 2 shall govern it, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to Section 1(e) below, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company’s notice. It shall be a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by the Requesting Holder on Investors making the date hereof (or 15% demand is, in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereofa Long-Form Registration, or if the total number of Registrable Securities then outstanding is less than such amountat least $25,000,000, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include and in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except case of a Short-Form Registration, at least $10,000,000 (using the lowest number if expressly prohibited by applicable law, a range of prices is provided as the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1anticipated per share or per unit price).
Appears in 2 contracts
Sources: Registration Rights Agreement (TriState Capital Holdings, Inc.), Registration Rights Agreement (TriState Capital Holdings, Inc.)
Requests for Registration. At any time following prior to the Company’s Initial Public Offering, (i) the holders of a majority of the Preferred Registrable Securities then outstanding may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (a “Long-Form Registration”). After the Company’s Initial Public Offering, (i) the holders of a majority of the MDCP Registrable Securities then outstanding may request up to two (2) Long-Form Registrations, (ii) the holders of a majority of the MSCP Registrable Securities then outstanding may request up to one (1) year anniversary Long-Form Registration, (iii) the holders of a majority of the date hereofBV Registrable Securities then outstanding may request up to two (2) Long-Form Registrations, each (iv) the holders of Tridenta majority of the VPVP Registrable Securities then outstanding may request up to two (2) Long-Form Registrations, JCF (v) the holders of a majority of the Series C Registrable Securities then outstanding may request up to one (1) Long-Form Registration, and DS (each, a "Requesting Holder"vi) shall respectively be entitled to make requests in writing that the Company effect holders of at least 10% of the Registrable Securities then outstanding may request registration under the Securities Act of all or any part portion of their Registrable Securities on Form S-3 or any similar short-form registration (“Short-Form Registrations”) if available; provided that the aggregate offering value of the Registrable Securities held requested to be registered in any registration under this Section 1.1 (any “Demand Registration”) must equal at least $50 million if the registration is the Company’s Initial Public Offering, at least $20 million in any other Long-Form Registration, and at least $10 million in any Short-Form Registration. No Demand Registration shall be counted as a request for a Long-Form Registration by such Holder any holder pursuant to the previous sentence unless all shares requested to be registered pursuant to the Demand Notice (a "Registration Request"as defined below) are actually registered. All requests for Demand Registrations shall be made by giving written notice to the Company (the “Demand Notice”). Trident Each Demand Notice shall specify the approximate number of Registrable Securities requested to be entitled to make three registered and the anticipated per share price range for such offering. Within ten (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (9010) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such requestDemand Notice, the Company will shall give written notice of such request requested registration to all other Holdersholders of Registrable Securities and, and will use its reasonable best efforts subject to register, in accordance with the provisions of this AgreementSection 1.4 below, shall include in such registration all Registrable Securities that have been requested with respect to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date which the Company has given such Holders notice received written requests for inclusion therein within 15 days after the receipt of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1Company’s notice.
Appears in 1 contract
Sources: Registration Rights Agreement (Cbeyond Communications Inc)
Requests for Registration. At any time and from time to time following the one (1) year anniversary last day of the date hereofHolding Period, each of Trident, JCF and DS any Investor (each, a "the “Requesting Holder"Investor”) shall respectively be entitled to make requests may request in writing that the Company effect the registration under and in accordance with the provisions of the Securities Act of all or any part of the Registrable Securities held by such Holder Investor and any of its Affiliates who are Investor Holders (each, a "Registration “Demand Request"”). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable Promptly after its receipt of any Registration Request, other than the Initial Demand Request, but in any event within seven (7) no later than 10 days after receipt by the Company of such requestDemand Request, the Company will shall give written notice of such request to all other HoldersHolders (the “Demand Follow-Up Notice”), and will shall use its reasonable best efforts to registerfile, as promptly as reasonably practicable but not later than 30 days after receipt by the Company of such Demand Request, in accordance with the provisions of this Agreement, a Registration Statement covering all Registrable Securities that have been requested to be registered by the Holder (i) in the Registration Demand Request or and (ii) by any other Holders by written notice to the Company given within ten (10) Business Days 7 calendar days after the date the Company has given such Holders notice of the Registration Demand Request; , in accordance with the method or methods of disposition of the applicable Registrable Securities elected by the Requesting Investor, provided, however, that in case of a Demand Registration with respect to a Block Sale, the Registration Statement shall cover Registrable Securities that have been requested to be registered by any other Holders by written notice to the Company will not be required to effect a given within one Business Day. Any registration requested pursuant to this Section 1(a) unless the aggregate number of shares proposed is referred to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. this Agreement as a “Demand Registration.” The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will shall pay all Registration Expenses expenses (subject to and in accordance with Section 4) incurred in connection with any registration pursuant to this Section 1. All requests made pursuant to this Section 1 will specify the number of Registrable Securities to be registered, and the intended method or methods of disposition thereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Nci Building Systems Inc)
Requests for Registration. At any time following the one (1) year anniversary of the date hereof, each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration of all or any part of the Registrable Securities held by such Holder (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) Commencing 180 days after the date hereof and prior Initial Public Offering, a Qualified Holder shall have the right by delivering a written notice to the one Company (1the “ Demand Notice ”) year anniversary to require the Company to register, pursuant to the terms of this Agreement under and in accordance with the provisions of the date hereofSecurities Act, Trident may exercise one (1) the number of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on requested to be so registered pursuant to the date terms of such request this Agreement (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"a “ Demand Registration ”); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its Following receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such requesta Demand Notice for a Demand Registration, the Company will give written notice of such request to all other Holders, and will shall use its reasonable best efforts to registerfile a Registration Statement as promptly as practicable, but not later than 30 days, after such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Each Principal Shareholder shall be entitled to a maximum of one Demand Registration, which, if such Demand Registration has not been exercised, may be transferred to any of such Principal Shareholder’s successors or assigns who becomes a Qualified Holder pursuant to Section 12(c); provided , however , that no such succession or assignment shall have the effect of increasing the number of Demand Registrations to be performed by the Company for the benefit of the shares held by such Principal Shareholder. Notwithstanding any other provisions of this Section 3, in accordance with no event shall more than one Demand Registration occur during any six-month period (measured from the effective date of the Registration Statement to the date of the next Demand Notice) or within 120 days after the effective date of a Registration Statement filed by the Company; provided that no Demand Registration may be prohibited for such 120-day period more often than once in a 12-month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to this Section 3(a), in which case the Demanding Qualified Holders shall be entitled to an additional Demand Registration in lieu thereof. Within ten (10) days after receipt by the Company of a Demand Notice, the Company shall give written notice (the “Notice”) of such Demand Notice to all holders of Registrable Securities and shall, subject to the provisions of this AgreementSection 3(b) hereof, include in such registration all Registrable Securities that have been requested with respect to be registered by the Holder in the Registration Request or by any other Holders by written notice to which the Company given received written requests for inclusion therein within ten (10) Business Days days after the date such Notice is given by the Company has given to such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration holders. All requests made pursuant to this Section 1(a) unless 3 will specify the aggregate number amount of shares proposed Registrable Securities to be registered constitutes and the intended methods of disposition thereof. The Company shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the lesser effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided , however , that such period shall be extended for a period of (x) 25% of time equal to the total number period the holders of Registrable Securities held by refrain from selling any securities included in such registration at the Requesting Holder on the date hereof (or 15% in the case request of an Initial Request) or (y) 10% underwriter of the total number of Registrable Securities held by all Holders on Company or the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1Agreement.
Appears in 1 contract
Sources: Registration Rights Agreement (Continental Resources, Inc)
Requests for Registration. At any time following the one (1) year anniversary of the date hereof, each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled from time to make requests in writing that the Company effect the registration of all or any part of the Registrable Securities held by such Holder (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereofRelease, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect and subject to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"Section 10(o); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that have been requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number holders of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) constituting at least 10% of the total number of Registrable Securities held then outstanding will have the right by all Holders written notice delivered to the Company (a "Demand Notice"), to require the Company to register (a "Demand Registration") under and in accordance with the provisions of the Securities Act a number of Registrable Securities that would reasonably be expected to result in aggregate gross proceeds from such offering of not less than $10 million ($5 million in the case of any Demand Registration that is requested to be effected as a "shelf" registration, provided that, at the time of such request for a "shelf" registration, the Company is eligible to file such Demand Registration on Form S-3); provided, however, that no Demand Notice may be given prior to six months after the effective date hereofof the immediately preceding Demand Registration or any Piggyback Registration of which the Company has notified the Holder in accordance with Section 3(a) and for which the number of Registrable Securities requested to be registered by the Holder has not been reduced pursuant to Section 3(b). The number of Demand Registrations pursuant to this Section 2(a) shall not exceed four; provided, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or if underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities then outstanding requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering and (2) any Demand Registration that does not become effective or is less than not maintained effective for the period required pursuant to Section 3(b) hereof, unless in the case of this clause (2) such amount, all Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter involving the Company or (ii) the holders of the Registrable Securities then outstanding. The Company will not be obligated elect to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1such Demand Registration.
Appears in 1 contract
Sources: Registration Rights Agreement (Wiltel Communications Group Inc)
Requests for Registration. At any time Subject to the following paragraphs of this Section 3(a), (i) the Requisite Investor Shareholders, acting unanimously, shall have the right, by delivering or causing to be delivered a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the sale of a number of shares of Common Stock specified by the Requisite Investor Shareholders to be so issued and sold in the Initial Public Offering and (ii) following the one (1) year anniversary of the date hereofInitial Public Offering, each of Tridentthe Requisite Investor Shareholders individually shall have the right, JCF and DS (eachby delivering, directly or indirectly, a "Requesting Holder") shall respectively be entitled written notice to make requests the Corporation, to require the Corporation to register pursuant to the terms of this Agreement, under and in writing that accordance with the Company effect the registration of all or any part provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (any such written notice pursuant to clause (i) or (ii), a “Demand Notice” and any such registration, a “Demand Registration”); provided, however, that, in each case, a Demand Notice may only be made if the Registrable Securities requested to be registered by such Requisite Investor Shareholder, which Registrable Securities may include any Registrable Securities held by a Shareholder that has agreed with such Holder (a "Registration Request"). Trident shall be entitled Requisite Investor Shareholder to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of include its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on in the date Demand Notice served by the Requisite Investor Shareholder, is reasonably expected to result in aggregate gross cash proceeds in excess of such request $250,000,000 (after giving effect without regard to any subsequent stock split, combination, recapitalization underwriting discount or similar transaction) (the "Initial Request"commission); provided, furtherfurther that, that Trident unless the Requisite Investor Shareholders shall give otherwise consent, the Company at least 30 Corporation shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) within a period of 180 days prior written notice of its intent to exercise after the Initial Request. As promptly as reasonably practicable after its receipt effective date of any Registration Request, other than registration statement relating to any registration request under this Section 3(a) (except if the Initial Requestunderwriters shall require a longer period, but in any event within seven (7) days no more than 270 days). Following receipt of such requesta Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company will give written notice of such request to all other Holders, and will Corporation shall use its reasonable best efforts to register, in accordance with file a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the provisions Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of this Agreement, all Registrable Securities that have been requested to be registered by the Holder in Section 3 if the Registration Request or by any other Holders by written notice to Statement relating thereto (i) does not become effective, (ii) is not maintained effective for the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be period required to effect a registration pursuant to this Section 1(a3, or (iii) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% offering of the total Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, in which case, such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration in lieu thereof. Within 10 days after receipt by the Corporation of a Demand Notice in accordance with this Section 3(a), the Corporation shall give written notice (the “Notice”) of such Demand Notice to all other Shareholders directly or indirectly holding Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, offer to such Shareholders the opportunity to include in such registration all Registrable Securities with respect to which the Corporation received written requests for inclusion therein within 15 days after such Notice is given by the Corporation to such holders. Notwithstanding anything to the contrary in this Agreement, unless otherwise consented to by the Requisite Investor Shareholders, in connection with a Demand Notice for an Initial Public Offering, the Corporation shall only be required to deliver any Notice or Piggyback Notice and include Registrable Securities of such other holders in such registration as provided in clause (i) of the second paragraph of Section 4(a). All requests made pursuant to this Section 3 will specify the number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% to be registered and/or, in the case of an Initial Request) or (y) 10% Public Offering, the number of shares of Common Stock to be issued, and the intended methods of disposition thereof. The Corporation shall be required to maintain the effectiveness of the total number Registration Statement with respect to any Demand Registration for a period of at least 180 days (two years for a shelf registration statement) after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities held by all Holders on refrains from selling any securities included in such Registration Statement at the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all request of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that Corporation or an underwriter of the request for a registration that immediately follows the registration Corporation pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to provisions of this Section 1Agreement.
Appears in 1 contract
Sources: Registration Rights Agreement (Energy Future Holdings Corp /TX/)
Requests for Registration. At any time following the one (1) year anniversary of after the date hereof, each : (i) the holders of Trident, JCF and DS a majority of the Original MDCP Registrable Securities then outstanding may request two registrations under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (each, a "Requesting HolderLong-Form Registration"), (ii) shall respectively be entitled to make requests in writing that the Company effect holders of a majority of the registration Original Frontenac Registrable Securities then outstanding and the holders of a majority of the Original BV Registrable Securities then outstanding may each request one Long-Form Registration, (iii) the holders of at least 8% of the Original Registrable Securities then outstanding may request unlimited registrations under the Securities Act of all or any part portion of their Registrable Securities on Form S-2 or S-3 or any similar short-form registration (each, a "Short-Form Registration") if available, (iv) the holders of a majority of the New Institutional Investor Registrable Securities may request two Long-Form Registrations (or Short-Form Registrations if available), and (v) the holders of a majority of the New Institutional Investor Registrable Securities may request unlimited Short-Form Registrations which are filed with the Securities and Exchange Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect) (each, a "Shelf Registration") if available; provided that the aggregate offering value of the Registrable Securities held by such Holder requested to be registered in any registration under this paragraph 1(a) (each, a "Demand Registration") must equal at least $10 million in any Long-Form Registration, and at least $2 million in any Short-Form Registration Request(including any Shelf Registration). All requests for registration hereunder shall be made by giving written notice to the Company (the "Demand Notice"). Trident Each Demand Notice shall specify the approximate number of Registrable Securities requested to be entitled to make three (3) registered and the anticipated per share price range for such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requestsoffering. Notwithstanding the foregoing, at one time following the date that is ninety (90) Within ten days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such requestDemand Notice, the Company will shall give written notice of such request requested registration to all other Holdersholders of Registrable Securities and, and will use its reasonable best efforts subject to register, in accordance with the provisions of this Agreementparagraph 1(e) below, shall include in such registration all Registrable Securities that have been requested with respect to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date which the Company has given such Holders notice received written requests for inclusion therein within 15 days after the receipt of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without TridentCompany's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1notice.
Appears in 1 contract
Requests for Registration. At any time following After January 1, 2004, the one (1) year anniversary Holder of the date hereof, each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively Registrable Securities will be entitled to make requests in writing that request registration under the Company effect the registration Securities Act of all or any part of the Registrable Securities held by on Form S-1 (or any successor to such Holder form) (a "Registration RequestDemand Registration")) provided that the Company shall not be obligated to effect more than one (1) registration of the Registrable Securities, whether by demand registration, piggy-back registration or otherwise. Trident The Company shall use its best efforts to cause such Registrable Securities to be entitled registered under the Securities Act; provided that the Company shall have the right to make three delay such registration under certain circumstances for one period not in excess of one hundred twenty (3120) such Registration Requests, JCF days in any twelve (12) month period and shall not be entitled obligated to make two effect a registration: (2i) such Registration Requests, and DS shall be entitled to make two during the one hundred eighty (2180) such Registration Requests. Notwithstanding the foregoing, at one time following day period commencing on the date that is of the Company's next public offering; or (ii) if the Company delivers notice to the Holders within thirty (30) days of any registration request of its intent to file a registration statement for such initial public offering within ninety (90) days. Within ten (10) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request requested registration to any other Holders of Registrable Securities. The Company will include in such registration all other Holders, Registrable Securities with respect to which it has received written requests for inclusion therein within thirty (30) days after receipt of the Company's notice subject to the limitations set forth herein. The Company shall cause its management to cooperate fully and will to use its reasonable best efforts to register, in accordance with support the provisions of this Agreement, all Registrable Securities that have been requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstandingand the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. The Company will Such cooperation shall include, but not be obligated to effect any registration pursuant to this Section 1(a) more than once limited to, management's attendance and reasonable presentations in any nine (9) month period; provided that respect of the request for a registration that immediately follows the registration pursuant Company at road shows with respect to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than offering of Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1Securities.
Appears in 1 contract
Sources: Investor Rights Agreement (Integrated Biopharma Inc)
Requests for Registration. At any time following Subject to Section 1(e) below and the one (1) year anniversary of the date hereof, each of Trident, JCF other terms and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration of all or any part of the Registrable Securities held by such Holder (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts to register, in accordance with the provisions conditions of this Agreement, all Registrable Securities that have been requested to be registered by the Holder in the Registration Request or by at any other Holders by written notice time beginning thirty (30) days prior to the Company given within ten (10) Business Days after the date the Company has given such Holders notice expiration of the Registration Request; providedapplicable transfer restrictions under their respective Lock-Up Agreements, that each of (i) Studio Holdco and (ii) the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes Existing Investors holding at least the lesser of (x) 2533% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total then-outstanding number of Registrable Securities held by all Holders Existing Investors may (A) if a short-form registration statement is not available to the Company, request registration under the Securities Act on the date hereof, Form S-1 or if the total number any successor form or any similar long-form registration statement (a “Long-Form Registration”) of all or any portion of its Registrable Securities then outstanding in accordance with Section 1(b) or (B) if available, request registration under the Securities Act on Form S-3 (including a Shelf Registration) or any successor form or any similar short-form registration statement (a “Short-Form Registration”) of all or any portion of its Registrable Securities, as the case may be, in accordance with Section 1(c) (each such request, a “Demand Notice”); provided that the Existing Investors shall be collectively entitled to a total of two (2) Demand Registrations in the aggregate (with no more than one (1) Demand Registration in any 12-month period); provided further that a registration shall not count towards such number unless and until the relevant holder is less than such amount, all able to register and sell at least seventy-five percent (75%) of the Registrable Securities then outstandingrequested by such holder to be included in such registration. The Company will not be obligated to effect any registration All registrations requested pursuant to this Section 1(a) more than once in any nine (9) month period; provided that by the holders of Registrable Securities are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the intended method of distribution and the approximate number of Registrable Securities requested to be registered. No Demand Registration will be consummated (and no registration that immediately follows statement with respect thereto filed) if (i) the registration Shelf Registration Statement is then effective, and such Shelf Registration Statement may be utilized by the requesting Investors for the offering and sale of Registrable Securities or (ii) the number of Registrable Securities requested to be registered (including pursuant to the Initial Request may be as soon as six following sentence) is fewer than such number of Common Shares with a value (6) months following such earlier registration. Notwithstanding anything contained herein based on the closing price of the Common Shares on the trading day immediately prior to the contrarydelivery of the Demand Notice to the Company) of $5,000,000. Within twelve (12) days after receipt of any such request, the Company will not shall give written notice of such requested registration to all other Investors and, subject to the terms of Section 1(d), shall include in the Initial Request such registration (and in all related registrations and qualifications under state blue sky laws and in compliance with other registration requirements and in any securities other than related underwriting) all Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, with respect to which the Company will has received written requests for inclusion therein within thirty (30) days after the delivery of the Company’s notice. The Company shall pay all Registration Expenses incurred in connection (as defined below) with respect to Demand Registrations, whether or not any registration pursuant to this Section 1such offering is completed.
Appears in 1 contract
Sources: Registration Rights Agreement (Screaming Eagle Acquisition Corp.)
Requests for Registration. At any time following and from time to time after the one (1) year first anniversary of the date hereof, each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled subject to make requests in writing that the Company effect the registration of all or any part of the Registrable Securities held by such Holder (a "Registration Request"Section 10(o). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that have been requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number holders of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) constituting at least 10% of the total number of Registrable Securities held then outstanding will have the right by all Holders written notice delivered to the Company (a "Demand Notice"), to require the Company to register (a "Demand Registration") under and in accordance with the provisions of the Securities Act a number of Registrable Securities that would reasonably be expected to result in aggregate gross proceeds from such offering of not less than $10 million ($5 million in the case of any Demand Registration that is requested to be effected as a "shelf" registration, provided that, at the time of such request for a "shelf" registration, the Company is eligible to file such Demand Registration on Form S-3); provided, however, that no Demand Notice may be given prior to six months after the effective date hereofof the immediately preceding Demand Registration or any Piggyback Registration of which the Company has notified the Holder in accordance with Section 3(a) and for which the number of Registrable Securities requested to be registered by the Holder has not been reduced pursuant to Section 3(b). The number of Demand Registrations pursuant to this Section 2(a) shall not exceed four; provided, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or if underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities then outstanding requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering and (2) any Demand Registration that does not become effective or is less than not maintained effective for the period required pursuant to Section 3(b) hereof, unless in the case of this clause (2) such amount, all Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter involving the Company or (ii) the holders of the Registrable Securities then outstanding. The Company will not be obligated elect to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1such Demand Registration.
Appears in 1 contract
Sources: Registration Rights Agreement (Wiltel Communications Group Inc)
Requests for Registration. At any time following Subject to Sections 1.2(b) and 1.2(e) below, the one (1) year anniversary of the date hereof, each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration of all or any part Purchasers holding at least 33% of the Registrable Securities held by such Holder (a the "INITIATING HOLDERS") may at any time after the completion of the Effective Period, or if the Required Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is Statement has not been effective for more than ninety (90) days after immediately preceding any request under this Section 1.2(a), request registration under the date hereof and prior to the one (1) year anniversary Securities Act of the date hereofall or part of their Registrable Securities on Form S-1, Trident may exercise one (1) of its Registration RequestsForm S-2, or, if available, on Form S-3, or any successor form ▇▇ ▇▇▇▇▇▇▇▇tion; provided that the Initiating Holders (together with all other holders of Registrable Securities to be included in such Registration Request shall not be for more than 750,000 registration) propose to sell Registrable Securities to the public of the greater of (i) an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such request (after giving effect Registrable Securities) to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company public of at least 30 $1,000,000, or (ii) at least 25% of the then outstanding Registrable Securities or, if less than (i) or (ii), then (iii) the remaining Registrable Securities. Each such registration request shall specify the number of Registrable Securities requested to be registered and if the offering is to be an underwritten offering. Within ten (10) days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request requested registration to all other Holdersholders of Registrable Securities and, and will use its reasonable best efforts subject to register, in accordance with the provisions of this Agreementhereof, will include in such registration all Registrable Securities that have been requested with respect to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date which the Company has given such Holders notice received written requests for inclusion therein within fifteen (15) days after the holder's receipt of the Registration Request; provided, that the Company will not be required to effect a Company's notice. A registration requested pursuant to this Section 1(a1.2(a) unless the aggregate number of shares proposed are referred to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for herein as a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1"DEMAND REGISTRATION."
Appears in 1 contract
Requests for Registration. At Subject to the limits set forth below, at any time following the one (1) year anniversary of the date hereof, each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration of all or any part of the Registrable Securities held by such Holder (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) after 185 days after the date hereof and prior closing of the Initial Public Offering, the Qualified Holders (or their Permitted Transferees) shall have the right by delivering a written notice to the one Corporation (1a “Demand Notice”) year anniversary of to require the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts Corporation to register, pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this AgreementAgreement provided that the sale of such Registrable Securities is reasonably expected to result in aggregate gross cash proceeds in excess of $12,000,000 (a “Demand Registration”). Within twenty (20) days after receipt by the Corporation of a Demand Notice, the Corporation shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 2(b) hereof, include in such registration all Registrable Securities that have been requested with respect to which the Corporation received written requests for inclusion therein within twenty (20) days after such Notice is given by the Corporation to such holders. Following receipt of a Demand Notice for a Demand Registration, the Corporation shall use its reasonable commercial efforts to file a Registration Statement as promptly as practicable and shall use its reasonable commercial efforts to cause such Registration Statement to be registered by declared effective under the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days Securities Act as promptly as practicable after the date the Company has given such filing thereof. The Qualified Holders notice of the Registration Requestshall be entitled to two Demand Registrations; provided, however, that there shall be no limit to the Company will number of Demand Registrations by the Qualified Holders that constitute “shelf” registrations as contemplated by the next succeeding sentence and provided further that Jefferies Capital Partners shall be entitled to one Demand Registration that constitutes a “shelf” registration as contemplated by the next succeeding sentence. After such time as the Corporation shall become eligible to use Form S-3 (or comparable form) for the registration under the Securities Act of any of its securities, (A) the Qualified Holders shall be entitled to request that any Demand Registration for which such Stockholder is delivering a Demand Notice be a “shelf” registration pursuant to Rule 415 under the Securities Act, and the Qualified Holders shall be entitled to an unlimited number of Demand Registrations that constitute “shelf” registrations, and (B) Jefferies Capital Partners shall be entitled to one Demand Registration that constitutes a “shelf” registration pursuant to Rule 415 under the Securities Act by delivering a Demand Notice to the Corporation. Notwithstanding any other provisions of this Section 2, in no event shall more than two Demand Registrations occur within any twelve-month period and in no event shall any Demand Registration occur within 120 days from the effective date of any Registration Statement, including any Registration Statement filed pursuant to a prior Demand Notice. No Demand Registration shall be deemed to have occurred for purposes of this Section 2 if the Registration Statement relating thereto (i) does not be become effective, (ii) is not maintained effective for the period required to effect a registration pursuant to this Section 1(a2(a) unless or (iii) the aggregate number offering of shares proposed the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction or similar order or requirement of the SEC during such period. In the case of each of clauses (i), (ii) and (iii), such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration. All requests made pursuant to this Section 2 will specify the amount of Registrable Securities to be registered constitutes and the intended methods of disposition thereof. The Corporation shall be required to maintain the effectiveness of the Registration Statement (except in the case of a requested “shelf” registration) with respect to any Demand Registration for a period of at least 90 days after the lesser effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such registration at the request of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) underwriter or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration Corporation pursuant to the Initial Request may provisions of this Agreement. The Corporation shall be as soon as six (6) months following such required to maintain the effectiveness of a shelf Registration Statement with respect to any Demand Registration at all times after the effective date thereof until the earlier registration. Notwithstanding anything contained herein to occur of two years after the contrary, effective date thereof or the Company will not include in the Initial Request any securities other than date on which all Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable lawincluded in such Registration Statement have actually been sold; provided, however, that any Stockholder owning Common Stock that has been included on a shelf Registration Statement may request that such Common Stock be removed from such Registration Statement, in which event the Company will pay all Corporation shall promptly either withdraw such Registration Expenses incurred in connection with any registration pursuant Statement or file a post-effective amendment to this Section 1such Registration Statement removing such Common Stock.
Appears in 1 contract
Requests for Registration. At any time following after an Initial Public Offering, each Qualified Holder Group shall have the one right by delivering a written notice to the Company (1the "Demand Notice") year anniversary to require the Company to register, pursuant to the terms of this Agreement under and in accordance with the provisions of the date hereofSecurities Act, each the number of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration of all or any part of the Registrable Securities held by such Holder requested to be so registered pursuant to the terms of this Agreement (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial RequestDemand Registration"); provided, further, however that Trident shall give a Demand Notice may only be made if the Company at least 30 days prior written notice sale of its intent the Registrable Securities requested to exercise the Initial Requestbe registered by such Qualified Holder Group is reasonably expected to result in aggregate gross cash proceeds in excess of $20,000,000. As promptly as reasonably practicable after its Following receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such requesta Demand Notice for a Demand Registration, the Company will give written notice of such request to all other Holders, and will shall use its reasonable best efforts to registerfile a Registration Statement as promptly as practicable, but not later than 30 days, after such Demand Notice, and shall use its best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. The Management Qualified Holders shall be entitled collectively to a maximum of two Demand Registrations and the ▇▇▇▇▇▇ Qualified Holders shall be entitled collectively to a maximum of three Demand Registrations. Notwithstanding any other provisions of this Section 3, in accordance with no event shall more than one Demand Registration occur during any six-month period (measured from the effective date of the Registration Statement to the date of the next Demand Notice) or within 120 days after the effective date of a Registration Statement filed by the Company; provided that no Demand Registration may be prohibited for such 120-day period more often than once in a 12-month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to this Section 3(a), in which case the Demanding Qualified Holder Group shall be entitled to an additional Demand Registration in lieu thereof. Within ten (10) days after receipt by the Company of a Demand Notice, the Company shall give written notice (the "Notice") of such Demand Notice to all holders of Registrable Securities and shall, subject to the provisions of this AgreementSection 3(b) hereof, include in such registration all Registrable Securities that have been requested with respect to be registered by the Holder in the Registration Request or by any other Holders by written notice to which the Company given received written requests for inclusion therein within ten (10) Business Days days after the date such Notice is given by the Company has given to such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration holders. All requests made pursuant to this Section 1(a) unless 3 will specify the aggregate number amount of shares proposed Registrable Securities to be registered constitutes and the intended methods of disposition thereof. The Company shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the lesser effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of (x) 25% of time equal to the total number period the holders of Registrable Securities held by refrain from selling any securities included in such registration at the Requesting Holder on the date hereof (or 15% in the case request of an Initial Request) or (y) 10% underwriter of the total number of Registrable Securities held by all Holders on Company or the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1Agreement.
Appears in 1 contract
Sources: Registration Rights Agreement (Superior Well Services, INC)
Requests for Registration. At Subject to the provisions of this Section 2, any Holder may at any time after the 180th day following the one (1) year anniversary of Effective Date make a written request for registration under the date hereof, each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration Securities Act of all or any part of such Holder's Registrable Securities (a "Demand Registration"), which request shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition thereof; provided, however, the Company shall not be required to effect a Demand Registration unless the sale of the Registrable Securities held proposed to be sold by such Holder (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, Holders will result in aggregate gross proceeds of at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requestsleast $2.0 million; provided that such Registration Request further, the Company shall not be for more than 750,000 Registrable required to effect a Demand Registration as a "shelf-registration" under Rule 415 of the Securities on the date of such request (Act. Promptly after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give shall send written notice of such request to all other HoldersHolders from whom written notice has not been received and shall, subject to the provisions of this Section 2, include in such Demand Registration all Registrable Securities with respect to which the Company receives written requests (each request specifying the amount of Registrable Securities to be registered and will the intended method or methods of disposition thereof) for inclusion therein within 30 days after the date on which the Company's notice is sent. As promptly as practicable thereafter, but in no event later than 60 days after the end of such 30 day period, but subject to Section 2(C), the Company shall use its best reasonable best efforts to registerfile with the SEC a Registration Statement, registering all Registrable Securities requested to be included in such Demand Registration for disposition in accordance with the provisions intended method or methods set forth in the written requests of this Agreement, all Registrable Securities that have been requested the Holders. The Company shall use its best reasonable efforts to cause such Registration Statement to be registered by declared effective as soon as practicable after filing and to remain effective until the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten earlier of (10i) Business Days after 180 days following the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(aon which it was declared effective and (ii) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, which all of the Registrable Securities then outstandingcovered thereby are disposed of in accordance with the method or methods of disposition stated therein. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1.Subject to
Appears in 1 contract
Requests for Registration. At (i) Subject to paragraphs 11.1(b) and 11.1(e) below, Maxtor may request at any time following after the one date hereof registration under the Securities Act of 1933, as amended (1) year the "Securities Act"), of all or part of its Registrable Securities on Form S-1 or any similar long-form registration (a "Maxtor Long-Form Registration"), and to the extent available registration under the Securities Act of all or part of its Registrable Securities on Form S-2 or S-3 or any similar short-form registration (a "Maxtor Short-Form Registration"), provided that no requests may be made prior to the first anniversary of the date hereof, each . Each request for a Maxtor Demand Registration shall specify the approximate number of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration of all or any part of the Registrable Securities held by requested to be registered and the anticipated per share price range for such Holder (a "Registration Request")offering. Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) Within ten days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request requested registration to all other Holders, holders of Registrable Securities and will use its reasonable best efforts to register, include in accordance with the provisions of this Agreement, such registration all Registrable Securities that have been with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice. All registrations requested pursuant to this paragraph 11.1(a)(i) are referred to herein as "Maxtor Demand Registrations".
(ii) Subject to paragraphs 11.1(b) and 11.1(e) below, the holders of at least 50% of the Registrable Securities (other than Maxtor) may request at any time after the date hereof registration under the Securities Act, of all or part of their Registrable Securities on Form S-1 or any similar long-form registration (an "Other Long-Form Registration"), and the holders of at least 50% of the Registrable Securities (other than Maxtor) may request registration under the Securities Act of all or part of their Registrable Securities on Form S-2 or S-3 or any similar short-form registration (an "Other Short-Form Registration") if available. Each request for an Other Demand Registration shall specify the approximate number of Registrable Securities requested to be registered by and the Holder in the Registration Request or by anticipated per share price range for such offering. Within ten days after receipt of any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contraryrequest, the Company will not give written notice of such requested registration to all other holders of Registrable Securities and will include in the Initial Request any securities other than such registration all Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, with respect to which the Company will pay all Registration Expenses incurred in connection with any registration has received written requests for inclusion therein within 15 days after the receipt of the Company's notice. All registrations requested pursuant to this Section 1paragraph 11.1(a)(ii) are referred to herein as "Other Demand Registrations".
Appears in 1 contract
Sources: Stockholders Agreement (International Manufacturing Services Inc)
Requests for Registration. At any time following after the one Effective Date, the Sponsor may request (1i) year anniversary of registration under the date hereof, each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration Securities Act of all or any part portion of the Registrable Securities on Form S-3 or any similar short-form registration (a “Short-Form Registration”), if available, and (ii) registration under the Securities Act of all or any portion of the Registrable Securities held by such Holder the Holders on Form S-1 or similar long-form registration (a "“Long-Form Registration”) if Short-Form Registration Request"is not available (any registration under this Section 2(b). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"a “Demand Registration”); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that have been requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not shall only be required obligated to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of an Underwritten Shelf Takedown if such offering shall include either (x) 25% securities with a total offering price (including piggyback shares and before deduction of underwriting discounts) reasonably expected to exceed, in the total aggregate, $10 million or (y) all remaining Registrable Securities. The Sponsor may request that any offering conducted under a Long-Form Registration or a Short-Form Registration be underwritten. All requests for Demand Registrations shall be made by giving written notice to the Company (the “Demand Registration Notice”). Each Demand Registration Notice shall specify (i) whether such Demand Registration shall be an underwritten offering, (ii) the approximate number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% proposed to be sold in the case Demand Registration and (iii) the expected price range (net of an Initial Requestunderwriting discounts and commissions) of such Demand Registration. The Sponsor shall have the right to select the investment banker(s) and manager(s) to administer the offering (which shall consist of one or (y) 10% more reputable nationally recognized investment banks), subject to the approval of the total number of Registrable Securities held by all Holders on the date hereofCompany, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will which shall not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contraryunreasonably withheld, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1conditioned or delayed.
Appears in 1 contract
Requests for Registration. At any time following after the one earlier of (1i) year the second anniversary of the date hereofInitial Closing under the Purchase Agreement or (ii) the Company's initial public offering of its Common Stock under the Securities Act, each the holders of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that majority of the Company effect Investor Registrable Securities may request registration under the registration Securities Act of all or any part portion of the Registrable Securities held by such Holder (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 their Investor Registrable Securities on the date of such request Form S-I or any similar long-form registration (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial RequestLong-Form Registrations"); provided, further, that Trident shall give if such Long-Form Registration request is prior to the Company at least 30 days prior written notice Company's initial public offering of its intent Common Stock, such Long-Form Registration must qualify as a "Qualified Public Offering" (as defined herein), and the holders of a majority of the Investor Registrable Securities may request registration under the Securities Act of all or any portion of their Investor Registrable Securities on Form S-2 or S-3 or any similar short-form registration ("Short-Form Registrations"), if available. All registrations requested pursuant to exercise this paragraph 1(a) are referred to herein as "Demand Registrations". Each request for a Demand Registration shall specify the Initial Requestapproximate number of Investor Registrable Securities requested to be registered and the anticipated per share price range for such offering. As promptly as reasonably practicable Within ten days after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will shall give written notice of such request requested registration to all other Holders, and will use its reasonable best efforts to register, in accordance with the provisions holders of this Agreement, all Investor Registrable Securities that have been requested to be registered by the Holder in the Registration Request or by any other Holders by written notice and, subject to the Company given within ten (10terms of paragraph l(d) Business Days after the date hereof, shall include in such registration all Investor Registrable Securities with respect to which the Company has given such Holders notice received written requests for inclusion therein within 15 days after the receipt of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without TridentCompany's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1notice.
Appears in 1 contract
Requests for Registration. (a) At any time following the one (1) year anniversary of after the date hereof, each of Trident, JCF and DS either the Required Institutional Stockholders or the Required MascoTech Stockholders (each, a the "Requesting HolderInvestors") shall respectively be entitled to make requests in writing may request that the Company effect the registration of all or any part of the Registrable Securities held by such Holder (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration RequestsQualifying Offering, and DS the Company shall be entitled use all reasonable efforts to make two (2) effect Qualifying Offering within 90 days after its receipt of such Registration Requests. Notwithstanding the foregoingrequest; provided that, at one time following prior to the date that is ninety (90) days falls eighteen months after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident no Requesting Investor may exercise one request a Qualifying Offering, unless that Requesting Investor intends that such offering would satisfy the criteria set forth in item (1i) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date definition of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial RequestQualifying Offering"); provided, further, that Trident shall give the Company at least 30 . Within 10 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that have been requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number holders of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstandingSecurities. The Company will not be obligated use all reasonable efforts to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Qualifying Offering (i) all Registrable Securities owned which the Requesting Investors have requested to be included therein and (ii) all other Registrable Securities with respect to which the Company has received written requests for inclusion therein by Trident without Tridentthe Stockholders within thirty (30) days after the receipt of the Company's prior written consentnotice, subject in each case to the provisions of Section 2.5. Except if expressly prohibited by applicable law, the The Company will pay all Registration Expenses incurred in connection with any registration a Qualifying Offering requested in accordance with Section 2.1(a). All registrations requested pursuant to this Section 12.1 are referred to herein as "Demand Registrations."
(b) Subject to Sections 2.2, 2.3 and 2.7, at any time from and after the date which is 91 days after the closing of an Initial Public Offering, each of the Required Institutional Stockholders, on the one hand, and the Required MascoTech Stockholders, on the other hand, may request registration under the Securities Act of all or part of their Registrable Securities (i) on Form S-1 or S-2 or any similar long-form registration statement (any such registration, a "Long-Form Registration"), and (ii) on Form S-3 or any similar short-form registration statement (any such registration, a "Short-Form Registration"), if the Company qualifies to use such short form. Within 10 days after its receipt of any such request, the Company will give written notice of such request to all other holders of Registrable Securities. Thereafter, the Company will use all reasonable efforts to effect the registration under the Securities Act on the form requested by the Requesting Investors, and to include in such registration, (i) all Registrable Securities which the Requesting Investors have so requested to be included therein and (ii) all other Registrable Securities with respect to which the Company has received written requests for inclusion therein by the Stockholders within thirty (30) days after their receipt of the Company's notice, subject in each case to the provisions of Section 2.5.
(c) Any Requesting Investor which requests a Demand Registration under this Article II may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing written notice to the Company; provided, Registration Rights Agreement however, that notwithstanding such revocation, such Demand Registration shall be deemed a request for purposes of Section 2.2 unless, after consultation with the Company and any proposed underwriter, the Requesting Investor in good faith determines that the Registrable Securities which it has requested to be registered would not be sold pursuant to such Demand Registration within a reasonable amount of time or at a price acceptable to such Requesting Investor.
(d) Any request for a Demand Registration pursuant to this Article II shall specify the number of shares of Registrable Securities proposed to be sold by the Requesting Investor and the intended method of disposition thereof.
Appears in 1 contract
Sources: Registration Rights Agreement (MSX International Business Services Inc)
Requests for Registration. At any time following Subject to the one provisions of this Article V, the holders of a majority of Vestar Securities that constitute Registrable Securities shall have the right (1) year anniversary the “Vestar Demand Right”), and the Executive Holders holding a majority of such holders’ Employee Securities that constitute Registrable Securities shall have the date hereofright (the “Employee Demand Right” and, together with the Vestar Demand Right, the “Demand Registration Rights”), in each of Tridentcase, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that request registration under the Company effect the registration Securities Act of all or any part portion of the Registrable Securities held by such Holder (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Demand Registration”) or on Form S-3 or any similar short-form registration (“Short-Form Demand Registration”), if such registration is available to the date Company, by delivering a written notice to the principal business office of the Company, which notice identifies the Requesting Holders and specifies the number of Registrable Securities to be included in such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) registration (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any “Registration Request, other than ”). Subject to the Initial Request, but restrictions set forth in any event within seven (7) days of such requestSection 5.1(d), the Company will give prompt written notice of such request Registration Request (the “Registration Notice”) to all other Holders, holders of Registrable Securities and will thereupon use its reasonable best efforts to register, in accordance with effect the provisions of this Agreement, all registration (a “Demand Registration”) under the Securities Act on any form available to the Company of:
(i) Registrable Securities that the Requesting Holders shall have been requested to be registered by the Holder included in the such offering pursuant to exercise of their Demand Registration Request or by any other Holders by written notice to Rights;
(ii) Securities that the Company given within ten proposes to offer and sell for its own account;
(10iii) Business Days after all other Registrable Securities of the date same type and class which the Company has given such Holders notice of received a written request to register within 20 days after the Registration RequestNotice is given pursuant to Section 5.2(a); providedand
(iv) any Securities proposed to be included in such registration by holders of registration rights granted other than pursuant to this Agreement (“Other Registration Right”), provided that the Company will not be required to effect a registration has complied with Section 5.1(f) hereof. Holders of Securities requesting Demand Registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (5.1 or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration Incidental Registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant 5.2 are referred to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1“Requesting Holders”.
Appears in 1 contract
Sources: Securityholders Agreement (Vestar Capital Partners v L P)
Requests for Registration. At any time following Subject to the one provisions of this ------------------------- Article V, the holders of a majority of Vestar Securities that constitute --------- Registrable Securities shall have the right (1) year anniversary the "Vestar Demand Right"), the ------------------- holders of a majority of Marathon Securities that constitute Registrable Securities shall have the date hereof, each of Trident, JCF and DS right (each, a the "Requesting HolderMarathon Demand Right") and the holders of --------------------- a majority of ▇▇▇▇▇▇▇ Family Securities that constitute Registrable Securities shall respectively be entitled have the right (the "▇▇▇▇▇▇▇ Family Demand Right"), in each case, to make requests in writing that ---------------------------- request registration under the Company effect the registration Securities Act of all or any part portion of the Registrable Securities held by such Holder Securityholders (in each case, referred to herein as the "Requesting Holders") by delivering a written notice to the ------------------ principal business office of the Company, which notice identifies the Requesting Holders and specifies the number of Registrable Securities to be included in such registration (the "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior Subject to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"restrictions set -------------------- forth in Section 5.1(d); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give prompt written notice of such request -------------- Registration Request (the "Registration Notice") to all other Holders, holders of ------------------- Registrable Securities and will thereupon use its commercially reasonable best efforts to register, in accordance with effect the provisions of this Agreement, all registration (a "Demand Registration") under the ------------------- Securities Act on any form available to the Company of:
(i) the Registrable Securities that have been requested to be registered by the Holder in Requesting Holders;
(ii) all other Registrable Securities of the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date same type and class which the Company has received a written request to register within 30 days after the Registration Notice is given such Holders notice and any securities of the Registration Request; provided, that Company proposed to be included in such registration by the Company will not for its own account; and
(iii) any securities of the Company proposed to be required to effect a included in such registration by the holders of registration rights granted other than pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of Agreement (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding"Other Registration ------------------ Rights"). The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1.------
Appears in 1 contract
Requests for Registration. At any time following and from time to time ------------------------- after the one (1) year anniversary period during which the Company and OPCO are obligated to use commercially reasonable efforts to maintain the effectiveness of the date hereofForm S-4, each of Tridentsubject to the conditions set forth in this Agreement, JCF and DS (eachincluding, a "Requesting Holder") shall respectively be entitled without limitation, the conditions set forth in this paragraph 3(a), one or more Holders will have the right, by written notice delivered to make requests in writing that the Company effect the registration of all or any part of the Registrable Securities held by such Holder (a "Registration RequestDemand Notice"). Trident shall be entitled , to make three (3) such Registration Requests, JCF shall be entitled require the Company and OPCO to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 register Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request to all other Holders, under and will use its reasonable best efforts to register, in accordance with the provisions of this Agreementthe Securities Act (a "Demand Registration"); provided, all Registrable Securities that have been requested to however, that: (i) no such Demand Registration may be registered by -------- ------- required unless the Holder in the or Holders requesting such Demand Registration Request or by any other Holders by written notice provide to the Company given within ten and OPCO a certificate (10the "Authorizing Certificate"), substantially in the form of Exhibit A hereto, that is signed by Holders seeking --------- to include in such Demand Registration Registrable Securities with a market value of at least $20,000,000 (calculated based on the closing sale price of such securities on the principal securities exchange on which such securities are listed on the business day immediately preceding the date of the Demand Notice) Business Days after as of the date the Company has Demand Notice is given such Holders notice and (ii) no Demand Notice may be given prior to nine (9) months after the effective date of the Registration Request; providedimmediately preceding Demand Registration. The Authorizing Certificate shall set forth (A) the name of each Holder signing such Authorizing Certificate, that (B) the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by each such Holder, and, if different, the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held such Holder has elected to have registered, (C) a certification from each such Holder that it is requesting the registration of only those Paired Shares received by all Holders on such Holder pursuant to the date hereof, Stock Purchase Agreement or if upon conversion of Unpaired Shares issued to such Holder pursuant to the total number Stock Purchase Agreement and (D) the intended methods of Registrable Securities then outstanding is less than such amount, all disposition of the Registrable Securities. Notwithstanding the foregoing, a good faith decision by a Holder to withdraw Registrable Securities then outstanding. The Company from registration will not affect the Company's obligations hereunder even if the amount remaining to be obligated to effect any registered has a market value of less than $20,000,000 (calculated as aforesaid), provided that such a registration pursuant to will constitute a Demand Registration under this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 13.
Appears in 1 contract
Sources: Registration Rights Agreement (Patriot American Hospitality Operating Co\de)
Requests for Registration. At any time following and from time to time beginning six (6) months after the effective date of the Company IPO, Investors holding a majority of the Investor Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) or on Form S-3 or any similar short-form registration (“Short-Form Registrations”), if available (any such requested registration, a “Demand Registration”); provided that at any time and from time to time beginning six (6) months after the effective date of the Company IPO, Investors holding a majority of the Investor Registrable Securities may request one (1) year anniversary of the date hereofLong-Form Registration and no more than four (4) Short-Form Registrations within any consecutive twelve (12) month period; provided, each of Tridentthat, JCF and DS within any such twelve (each12) month period, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration of all or any part of the Registrable Securities held by such Holder (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make no more than two (2) such Registration Requests, and DS Short Form Registrations shall be entitled to make two (2) such Registration Requests. Notwithstanding require the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary filing of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request")a new registration statement; provided, further, the aggregate anticipated offering price, net of Registration Expenses, of each offering in connection with a Long-Form Registration is at least $75,000,000 and each offering in connection with a Short-Form Registration is at least $25,000,000. The Investors making any request for Demand Registration utilizing a Short-Form Registration may request that Trident shall give any Demand Registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) and (if the Company is a WKSI at least 30 days prior written notice the time any such request is submitted to the Company or will become one by the time of its intent to exercise the Initial Requestfiling of such Shelf Registration) that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven Within (7i) sixty (60) days in the case of such requesta request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, the Company will give written notice of such request to all other Holders, and will shall use its reasonable best efforts to registerfile a registration statement relating to such Demand Registration, in accordance with and the provisions Company shall use its reasonable best efforts to maintain such registration statement continuously effective under the Securities Act until the earlier of this Agreement, (x) the date that all Registrable Securities that have been sold pursuant to the Shelf Registration or another registration statement under the Securities Act (but in no event prior to the applicable period set forth in Section 4(a)(3) of the Securities Act and Rule 174 thereunder), (y) the date that no Holder holds Registrable Securities registered under such shelf registration statement or (z) except in the case of a Shelf Registration Statement, the date that is one hundred eighty (180) days following the effective date of such registration statement. Each request for a Demand Registration must specify the approximate number or dollar value of Registrable Securities requested to be registered by the Holder in requesting Holders and (if known) the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice intended method of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1distribution.
Appears in 1 contract
Sources: Registration Rights Agreement (SmileDirectClub, Inc.)
Requests for Registration. At Unless otherwise provided in this ------------------------- Agreement, at any time following after the one (1) year six-month anniversary of the earlier of (i) the date hereof, each of Trident, JCF effectiveness of a registration statement filed under the Securities Act in respect of an initial public offering in the United States of the Common Shares and DS (each, a "Requesting Holder"ii) shall respectively be entitled to make requests in writing that the date the Company effect or a successor corporation is first obligated to file reports with the registration Commission pursuant to Section 12 or Section 15(d) of all the Exchange Act, any Holder or any part Holders who collectively hold Registrable Securities representing at least 5% of the Registrable Securities held then outstanding shall have the right (subject to the limitations set forth below), exercisable by such Holder written notice to the Company (each a "Registration Request"). Trident shall be entitled , to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, have the Company prepare and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding file with the foregoing, at one time following -------------------- Commission a registration statement under the date that is ninety (90) days after Securities Act covering the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on that are the date subject of such request having an aggregate value of at least $8 million (after giving effect to any subsequent stock split, combination, recapitalization or similar transactionbased on the then current market price) (the each, a "Initial RequestDemand Registration"); provided, further, that Trident shall give the Company at least 30 . Within 10 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the ------------------- Company will give written notice of such request requested registration to all other Holders of Registrable Securities. The Company shall include such other Holders, and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all ' Registrable Securities that in such offering if they have been requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given responded affirmatively within ten (10) Business Days 10 days after the date the Company has given such Holders notice receipt of the Company's notice. Each of SafeScience and EIS shall be permitted one Demand Registration Requesthereunder on Form S-1 or any similar long-form registration statement and unlimited Demand Registrations hereunder on Form S-3, if available, or any similar short-form registration (a "Short-Form Registration"), if available; ----------------------- provided, that the Company Holders will not be required entitled to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once request only one Short-Form -------- Registration in any nine (9) 12-month period; provided provided, further, that the Holders will be -------- ------- entitled to request only one Demand Registration in any 12-month period. A request for registration under this Section 2(a) will not count as a registration that immediately follows Demand Registration until the registration pursuant statement has become effective and remained effective until the earlier of 30 days and the sale of all securities registered thereunder (unless such registration statement has not become effective due solely to the Initial Request may actions or failure to act with respect to such registration of the Holders requesting such registration, including a request by such Holders that such registration be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1withdrawn).
Appears in 1 contract
Requests for Registration. At any time following and from time to time after the one (1) year first anniversary of the date hereofClosing Date, each the holders of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration of all or any part of the Registrable Securities held by such Holder (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company constituting at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that have been requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held then outstanding will have the right by written notice delivered to the Requesting Holder on Company (a "Demand Notice"), to require the date hereof Company to register (or 15% a "Demand Registration") under and in accordance with the provisions of the Securities Act a number of Registrable Securities that would reasonably be expected to result in aggregate gross proceeds from such offering of not less than $10 million ($5 million in the case of any Demand Registration that is requested to be effected as a "shelf" registration); provided, however, that no Demand Notice may be given prior to six months after the effective date of the immediately preceding Demand Registration or any Piggyback Registration of which the Company has notified the Holder in accordance with Section 4(a) and for which the number of Registrable Securities requested to be registered by the Holder has not been reduced pursuant to Section 4(b). The number of Demand Registrations pursuant to this Section 3(a) shall not exceed five; provided, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an Initial Request) underwritten registration if the managing underwriter or (y) 10% underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities held by all Holders on requested to be included therein exceeds the date hereof, or if the total number of Registrable Securities then outstanding that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is less than not maintained effective for the period required pursuant to Section 3(b) hereof, unless in the case of this clause (2) such amount, all Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities then outstanding. The Company will not be obligated elect to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with such Demand Registration, and (3) any registration Demand Registration in connection with which any other stockholder of the Company or the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to this Section 1the Demand Registration.
Appears in 1 contract
Sources: Registration Rights Agreement (Omega Healthcare Investors Inc)
Requests for Registration. At Subject to the terms of this Agreement, the Preferred Stockholder may, at any time following time, request registration under the one Securities Act of all or part of its Registrable Shares (1) year anniversary provided that if the request is for less than all of the Registrable Shares then held, the request must be for at least 25% of the number of shares of Common Stock which the Preferred Stockholder would hold upon conversion of all shares of Preferred Stock held by the Preferred Stockholder as of the date hereofof this Agreement), each of Trident, JCF and DS on Form S-1 or any similar long-form registration (each, a "Requesting HolderLong-Form Registration") shall respectively be entitled to make requests in writing that the Company effect the registration of all or, if available, on Form S-2 or S-3 or any part of the Registrable Securities held by such Holder similar short-form registration (a "Short-Form Registration" - a Long Form Registration Requestand Short Form Registration are defined as a "Demand Registration"). Trident shall be entitled to make three Within thirty (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (9030) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such requestrequest pursuant to this Section 2.1, the Company will will, subject to Section 2.2 below, give written notice of such request to all other Holders, parties hereto and will use its reasonable best efforts to register, include in accordance with the provisions of this Agreement, such registration all Registrable Securities that have been requested Shares with respect to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date which the Company has given such Holders notice received written requests for inclusion within thirty (30) days after delivery of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstandingCompany's notice. The Company Preferred Stockholder will not be obligated entitled to effect any registration pursuant to this Section 1(arequest two (2) more than once Demand Registrations in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, which the Company will pay all Registration Expenses incurred (as defined in connection with Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration pursuant to this Section 1will not count as a Demand Registration hereunder.
Appears in 1 contract
Sources: Settlement Agreement (Omega Healthcare Investors Inc)
Requests for Registration. At any time following after the one (1) year anniversary expiration of the date hereofLock-Up Period, (i) the JLL Holders that beneficially own Class A Shares by virtue of the right to exchange JGWPT Holdings Common Interests for Class A Shares pursuant to the Limited Liability Company Agreement, (ii) PGHI (together with its Permitted Transferees that hold Class A Shares (including Class A Shares beneficially owned by virtue of the right to convert Class C Shares into Class A Shares pursuant to the Company’s Amended and Restated Certificate of Incorporation)) and (iii) any Stockholder or group of Stockholders that beneficially own Class A Shares by virtue of the right to exchange JGWPT Holdings Common Interests that were issued upon conversion of former “Preferred Interests” in JGWPT Holdings (“Former Preferred Interestholders”) for Class A Shares pursuant to the Limited Liability Company Agreement), shall each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that a written request of the Company effect (a “Demand) for registration under the registration Securities Act of all or any part of the Registrable Securities (a “Demand Registration”). Any demand by PGHI or its Permitted Transferees pursuant to clause (ii) of the immediately preceding sentence shall only be made by holders of at least twenty percent (20%) of the aggregate number of JGWPT Holdings Common Interests held by PGHI as of July 12, 2011, and any demand by Former Preferred Holders pursuant to clause (iii) of the immediately preceding sentence shall only be made by holders of at least thirty-three percent (33%) of the JGWPT Holdings Common Interests outstanding that were issued upon conversion of former “Preferred Interests” in JGWPT Holdings (other than JGWPT Holdings Common Interests held by the JLL Holders). Such Demand shall specify: (A) the aggregate number of Registrable Securities requested to be registered, (B) the intended method of distribution in connection with such Holder Demand Registration to the extent then known and (C) the identity of each Stockholder (a "Registration Request")“Demanding Holder”) requesting such Demand. Trident shall be entitled to make three Within ten (310) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) business days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such requesta Demand, the Company will shall give written notice of such request Demand (an “Incidental Registration Notice”) to all other Holders, Stockholders and will use its reasonable best efforts to register, shall include in accordance with the provisions of this Agreement, such registration all Registrable Securities that have been requested with respect to be registered by the Holder in the Registration Request or by any other Holders by written notice to which the Company given has received a written request for inclusion therein within twenty (20) business days after the receipt by such Stockholder of the Company’s notice required by this paragraph; provided that (x) any Stockholder who seeks to exercise his, her or its rights under this Section 2.1(a) shall be required to exchange his, her or its JGWPT Holdings Common Interests for Class A Shares within ten (10) Business Days after the date the Company has given days of such Holders notice Stockholder’s receipt of the Incidental Registration RequestNotice; providedand provided further, that the Company will shall not be required to effect a file any registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of statement covering Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of with an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is aggregate Fair Market Value less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1$[__] million.
Appears in 1 contract
Sources: Registration Rights Agreement (JGWPT Holdings Inc.)
Requests for Registration. At any time following the one (1i) year anniversary Upon written request of the date hereof, each Holders of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration of all or any part majority of the Registrable Securities held by such Holder (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such requestShares, the Company will give written notice of such request to all other Holders, and will Corporation shall use its reasonable best efforts to registerfile on April 25, in accordance with the provisions 2001 (or such later reasonable period of this Agreement, all Registrable Securities that have been requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after time following the date the Company has given of such Holders notice of the Registration Request; providedrequest if such request is made on or after April 1, that the Company will not be required 2001) a registration statement intended to effect a registration pursuant to this Section 1(aRule 415 of the Securities Act on the appropriate form with the Commission (the "Required Shelf") unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of covering not less than the total number of Registrable Securities held by at the Requesting Holder time of such request. The Corporation shall use its best efforts to keep the registration statement associated with the Required Shelf effective with the Commission for the shorter of (A) such time as all securities that were Registrable Shares on the date hereof cease to be Registrable Shares, or (B) the date that all the Registrable Shares have been sold.
(ii) In addition to the registration required pursuant to Section 2(a)(i), the Purchasers may on an unlimited basis request registration of all or part of their Registrable Shares on Form S-3 (or 15% in the case of an Initial Requestany similar short-form registration); provided, however, that (A) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Corporation has not otherwise filed the Required Shelf pursuant to Section 2(a)(i), the Corporation shall be required to register any Registrable Securities then outstanding is less Shares on Form S-1 (rather than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect Form S-3 or any registration similar short-form registration) pursuant to this Section 1(a2(a)(ii) in the event that the Corporation is not eligible to effect registrations of its securities on Form S-3 (or any similar short-form registration) after April 25, 2001, and (B) the Corporation shall be obligated to register Registrable Shares pursuant to this Section 2(a)(ii) no more than once in any nine (9twelve month period in the event that the Corporation has filed the Required Shelf pursuant to Section 2(a)(i) or twice in any twelve month periodperiod in the event that the Corporation has not filed the Required Shelf pursuant to Section 2(a)(i) or the Required Shelf is not otherwise effective; and further provided that the request for a registration that immediately follows the registration Corporation shall not be obligated to register Registrable Shares pursuant to the Initial Request may this Section 2(a)(ii) if gross proceeds of such registered offering would be as soon as six less than $500,000. The Corporation will use its best efforts to make registrations on Form S-3 (6or any similar short-form) months following such earlier registration. Notwithstanding anything contained herein or Form S-1 (to the contraryextent that Form S-3 is not available after April 25, 2001) available for the sale of Registrable Shares. All registrations requested pursuant to Sections 2(a)(i) and (ii) are referred to herein as "Demand Registrations."
(iii) A registration will not count as a Demand Registration until it has become effective and unless the holders of Registrable Shares requesting such Registration are able to register and sell at least 90% of the Registrable Shares requested to be included in such registration; provided that, in any event, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company Corporation will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1requested hereunder.
Appears in 1 contract
Sources: Registration Rights Agreement (Hispanic Television Network Inc)
Requests for Registration. At any time following and from time to time, (i) the one (1) year anniversary holders of a majority of the date hereofBRS Registrable Securities may request registration, each of Tridentwhether underwritten or otherwise, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that under the Company effect the registration Securities Act of all or any part of the Registrable Securities held by such Holder holders, and (ii) the holders of a majority of the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Registrable Securities may request registration, whether underwritten or otherwise, under the Securities Act of all or part of the Registrable Securities held by such holders, in each case on Form S-1 or any similar long-form registration (collectively, “Long-Form Registrations”) or on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act (a "Registration Request"“415 Registration”). Trident shall be entitled to make three ) or any similar short-form registration (3) such Registration Requestscollectively, JCF shall be entitled to make two (2) such Registration Requests“Short-Form Registrations”), and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request")if available; provided, furtherhowever, that Trident that, on or prior to December 31, 2007, the initial public offering of the LLC may be requested by a Demand Registration only if such registration is requested by the Required Holders. Each request for a Long-Form Registration or Short-Form Registration shall give specify the Company at least 30 approximate number of Registrable Securities requested to be registered. Within 10 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any such request for a Long-Form Registration Request, other than the Initial Request, but in any event within seven (7) days of such requestor Short-Form Registration, the Company LLC will give written notice of such request requested registration to all other Holders, holders of Registrable Securities and will use its reasonable best efforts include (subject to register, in accordance with the provisions Sections 2(d) and 8 of this Agreement) in such registration, all Registrable Securities that have been requested with respect to be registered by which the Holder in the Registration Request or by any other Holders by LLC has received written notice to the Company given requests for inclusion therein within ten (10) Business Days 30 days after the date the Company has given receipt by such Holders notice holders of the Registration RequestLLC’s notice; provided, however, that Executive Registrable Securities shall be included in the Company will not initial public offering of the LLC only if, and only to the extent that, the managing underwriters advise the LLC in writing that in their opinion such Executive Registrable Securities can be required to effect a registration sold therein without adversely affecting the marketability of the offering. All registrations requested pursuant to this Section 1(a2(a) unless the aggregate number of shares proposed are referred to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be herein as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1“Demand Registrations.”
Appears in 1 contract
Sources: Registration Rights Agreement (McCormick & Schmick Holdings, L.L.C.)
Requests for Registration. At any time following the one (1) year anniversary A majority in interest of the date hereof, each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration of all or any part of the Registrable Securities held by such Holder (a "Registration Request"). Trident Holders shall be entitled to make three (3) such Registration Requests, JCF shall be entitled up to make two (2) requests that AXT ▇▇▇ister the Registrable Securities pursuant to the Securities Act, subject in each case to the following limitations: (i) no request for registration of any Registrable Securities shall be made unless and until not less than six (6) months have elapsed after the Closing Date; (ii) no request for registration of any Registrable Securities shall be made if a request for registration of the same Registrable Securities has theretofore been made pursuant to this Agreement and AXT ▇▇▇ caused the securities covered by such Registration Requestsrequest to be registered; and (iii) AXT ▇▇▇ll not be obligated to effect such registration if the Holders, together with the holders of any other securities of AXT ▇▇▇itled to inclusion in such registration, propose to sell Registrable Securities at an aggregate price to the public (before deduction of any underwriters' discounts or commissions) of less than $1,000,000. All requests for registration shall be in writing, signed by the requesting Holders, and DS shall be entitled delivered to make two (2) such Registration RequestsAXT ▇▇ the address specified in the Merger Agreement for notices. Notwithstanding the foregoingIf a request for registration is made, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall AXT ▇▇▇ll give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request to all other HoldersHolders at their respective address as reflected in the books and records of AXT, ▇▇d each such other Holder shall have the right to request that such other Holder's Registrable Securities be included in the registration, and will use its reasonable best efforts (subject to register, the limitations set forth elsewhere in accordance with the provisions of this Agreement, all ) such other Holder's Registrable Securities that have been requested to shall be registered by the Holder included in the Registration Request or by any other Holders by written notice such registration to the Company given within extent that notice of such other Holder's request is received by AXT ▇▇▇hin ten (10) Business Days days after the date the Company has given such Holders notice of the original registration request is given by AXT ▇▇ such other Holders. Upon receipt of a registration request in accordance with this SECTION 2(a), AXT ▇▇▇ll use reasonable efforts to cause the applicable Registrable Securities to be registered under the Securities Act so as to permit the resale thereof, and in connection therewith AXT ▇▇▇ll use reasonable efforts to prepare and file with the SEC and shall use reasonable efforts to cause to become effective promptly thereafter a registration statement on Form S-3 (or any successor form to Form S-3) (a "DEMAND REGISTRATION STATEMENT"). Subject to the provisions of SECTION 2(d), AXT ▇▇▇ll use commercially reasonable efforts to keep such Demand Registration Request; providedStatement continuously effective for up to one hundred eighty (180) days or until such earlier date as of which all of the Registrable Securities included in the registration statement shall have been disposed of in the manner described in the registration statement. Notwithstanding the foregoing, if for any reason the effectiveness of such Demand Registration Statement is postponed or suspended then the foregoing period shall be extended, if required to complete the disposition of such Registrable Securities, by up to the aggregate number of days of such postponement or suspension. For purpose of the preceding sentence, the registration shall not be deemed to have been effective (i) unless the registration statement with respect thereto has become effective, or (ii) if after such registration has become effective such registration or the related offer, sale, or distribution of Registrable Securities thereunder is prohibited by any stop order, injunction or any other order or requirement of the Commission or other governmental agency for any reason not attributable to the Holders, or (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, in each case other than as a result of action or inaction of the Holders. AXT ▇▇▇ll have complied with its obligations under this Agreement, and Holders' right to demand registration pursuant to this SECTION 2 (a) shall be deemed to have been satisfied upon the earlier of (x) the date as of which all of the Registrable Securities included in the Demand Registration Statement shall have been disposed of pursuant to the Demand Registration Statement, or (y) the date as of which such Demand Registration shall have been effective for an aggregate period of one hundred eighty (180) days, provided that no stop order or similar order is thereafter entered. Notwithstanding anything to the Company will contrary herein, AXT ▇▇▇ll not be required to effect a registration more than two (2) registrations of Registrable Securities pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1SECTION 2(a).
Appears in 1 contract
Sources: Registration Rights Agreement (American Xtal Technology)
Requests for Registration. At any time following after the one (1Effective Time ------------------------- and subject to SECTION 2(B), SECTION 2(C) year anniversary and SECTION 2(E) below, the holders ------------ ------------ ------------ of a majority of the date hereofGTCR Group Registrable Securities and the holders of a majority of the ▇▇▇▇▇▇ Group Registrable Securities may each request registration under the Securities Act of 1933, each as amended (the "SECURITIES ACT"), of Trident, JCF and DS (each, a "Requesting Holder"x) shall respectively be entitled to make requests in writing that the Company effect the registration of all or any part portion of the Registrable Securities held by such Holder (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 their Registrable Securities on Form S-1 or any similar long-form registration ("LONG-FORM REGISTRATIONS") and (y) all or any portion of their Registrable Securities on Form S-2 or S-3 (including pursuant to Rule 415 under the date Securities Act) or any similar short-form registration ("SHORT-FORM REGISTRATIONS") if available. All registrations requested pursuant to this SECTION 2(A) are referred to herein as "DEMAND ------------ REGISTRATIONS." Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such request (offering. Within ten days after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will shall give written notice of such request requested registration to all other Holdersholders of Registrable Securities and, and will use its reasonable best efforts subject to registerSECTION 2(D) below, shall include in accordance with the provisions of this Agreement, ------------ such registration all Registrable Securities that have been requested with respect to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date which the Company has given such Holders notice received written requests for inclusion therein within 15 days after the receipt of the Company's notice. "REGISTRABLE SECURITIES" means the shares of Common Stock held by the Shareholders at the Effective Time, together with any other shares of Common Stock issued or issuable with respect to said shares by way of a stock dividend or stock split or conversion or in connection with an exchange or combination of shares, recapitalization, merger, consolidation or other reorganization, and any other shares of Common Stock held by the Shareholders at any time. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when they have been registered under the Securities Act or sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force) ("RULE 144"). For purposes of this Amended and Restated Registration RequestRights Agreement, a person shall be deemed to be a holder of Registrable Securities whenever such person has the right to acquire such Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise), whether or not such acquisition has actually been effected; provided, however, that such ----------------- acquisition must actually have been effected prior to the Company will not be required to effect a effective date of any registration pursuant to this Section 1(a) unless the aggregate number of shares proposed statement which includes any Registrable Securities to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1so acquired.
Appears in 1 contract
Sources: Registration Rights Agreement (Answer Think Consulting Group Inc)
Requests for Registration. At any anytime after six months from the ------------------------- date hereof, and from time following the one (1) year anniversary of to time, after the date hereof, each of Tridentthe holders of a majority of the Inverness Registrable Securities, JCF holders of a majority of the ▇▇▇▇▇▇▇▇ Registrable Securities and DS (each, holders of a "Requesting Holder") shall respectively be entitled to make requests in writing that majority of the Company effect ▇▇▇▇▇▇ Registrable Securities may request one registration under the registration Securities Act of all or any part portion of the its Registrable Securities held by such Holder on Form S-1 or any similar long-form registration (a "Registration RequestLong-Form Registrations"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior In addition to the one (1) year anniversary Long- ----------------------- Form Registrations provided pursuant to this Section 1(a), any holder of ------------ Registrable Securities then outstanding may request unlimited registrations under the date hereof, Trident may exercise one (1) Securities Act of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 all or any portion of their Registrable Securities on the date of such request Form S-3 or any similar short-form registration (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial RequestShort-Form Registrations"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that have been ------------------------ All registrations requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless are referred to herein ------------ as "Demand Registrations". -------------------- All requests for Demand Registrations shall be made by giving written notice to the aggregate number of shares proposed to be registered constitutes at least Company (the lesser of (x) 25% of "Demand Notice"). Each Demand Notice shall specify ------------- the total approximate number of Registrable Securities held by requested to be registered and the Requesting Holder on anticipated per share price range for such offering. Within ten days after receipt of any Demand Notice, the date hereof (or 15% in the case Company shall give written notice of an Initial Request) or (y) 10% of the total number such requested registration to all other holders of Registrable Securities held by and, subject to the provisions of Section 1(d) below, shall include in such ------------ registration all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without TridentCompany's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1notice.
Appears in 1 contract
Sources: Registration Agreement (Penncorp Financial Group Inc /De/)
Requests for Registration. At any time following Effective upon the one (1) year second anniversary of the date Closing (as defined in the Purchase Agreement), until expiration of such rights as set forth in Section 13 hereof, each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration of all any Holder or any part Holders who collectively hold Registrable Securities representing at least 50% of the Registrable Securities held by then outstanding shall have the right at any time and from time to time, to request registration under the Securities Act of a minimum of 500,000 shares of Common Stock (as adjusted for any combinations, consolidations, splits, stock distributions, stock dividends or other recapitalizations with respect to such Holder shares) on Form ▇-▇, ▇-▇ or S-3 (if available) or any similar registration statement (a "Registration RequestDemand Registration"), such form to be selected by the Company as appropriate. Trident The request for the Demand Registration shall specify the approximate number of Registrable Securities requested to be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requestsregistered. Notwithstanding the foregoing, at one time following the date that is ninety (90) Within 20 days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request requested registration to all other Holders of Registrable Securities. The Company shall include such other Holders' Registrable Securities in such offering if they have responded affirmatively within 20 days after the receipt of the Company's notice. The Holders in aggregate will be entitled to request only one Demand Registration hereunder, and will use its reasonable best efforts to registerunless any Registrable Securities are issued upon conversion of the Note, in accordance with which case the Holders in aggregate will be entitled to request two Demand Registrations hereunder. A registration will not count as a Demand Registration until it has become effective and has been effective for 180 days (or until such lesser time as all Registrable Securities included therein shall have been sold thereunder), unless such Demand Registration has not become effective due solely to the fault of the Holders requesting such registration, including a request by such Holders that such registration be withdrawn, unless the Holders have paid the Registration Expenses pursuant to the provisions of this Agreement, all Registrable Securities that have been requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10Section 4(b) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will shall pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1therewith. The Holders whose Registrable Securities are included therein shall pay all Selling Expenses in connection therewith.
Appears in 1 contract
Sources: Registration Rights and Standstill Agreement (Isis Pharmaceuticals Inc)
Requests for Registration. At any time following Subject to Sections 1.2(b) and 1.2(e) below, the one (1) year anniversary of the date hereof, each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration of all or any part Purchasers holding at least 33% of the Registrable Securities held by such Holder (a the "INITIATING HOLDERS") may at any time after the completion of the Effective Period or if the Required Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is Statement has not been effective for more than ninety (90) days after immediately preceding any request under this Section 1.2(a), request registration under the date hereof and prior Securities Act of all or part of their Registrable Securities on Form S-1, Form ▇-▇ ▇▇ ▇▇▇ ▇▇ccessor form of registration, or, if available, on Form S-3 or any successor form of registration; PROVIDED that the Initiating Holders (together with all other holders of Registrable Securities to be included in such registration) propose to sell Registrable Securities at an aggregate price (calculated based upon the one (1) year anniversary Market Price of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of the lesser of (i) $1,000,000 or (ii) the remaining Registrable Securities. Each such registration request shall specify the number of Registrable Securities requested to be registered and if the offering is to be an underwritten offering. Within ten (10) days after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request requested registration to all other Holdersholders of Registrable Securities and, and will use its reasonable best efforts subject to register, in accordance with the provisions of this Agreementhereof, will include in such registration all Registrable Securities that have been requested with respect to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date which the Company has given such Holders notice received written requests for inclusion therein within fifteen (15) days after the holder's receipt of the Registration Request; provided, that the Company will not be required to effect a Company's notice. A registration requested pursuant to this Section 1(a1.2(a) unless the aggregate number of shares proposed are referred to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for herein as a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1"DEMAND REGISTRATION."
Appears in 1 contract
Requests for Registration. At (a) If at any time following after the one Closing Date, if at such time the Company is a reporting company under the Securities Exchange Act of 1934, (1but not within ninety (90) year anniversary days of a registration pursuant to Section 2.2), the Holders of a majority of the date hereof, each of Trident, JCF and DS (each, a "Requesting Holder"then outstanding Shares request(s) shall respectively be entitled to make requests in writing that the Company effect file a Registration Statement under the registration of all or any part Act, the Company shall promptly give written notice of the Registrable Securities held proposed registration to all other Holders of Shares and shall use its best efforts to cause such Shares as are specified in the original request and such Shares as are requested to be included by such Holder Holders not initiating the request to be registered under the Act for public sale in accordance with the disposition specified in the notice from the requesting Holders.
(a b) The Company is obligated to effect only two registrations under Section 2.1. A demand for registration made pursuant to Section 2.1(a) hereof must represent an aggregate minimum offering amount of $250,000 (the "Registration RequestMinimum Offering Amount"). Trident All stock certificates representing Shares shall bear a legend to the effect that such shares represented thereby are subject to the registration rights set forth in this Agreement. The securities so registered shall be entitled sold through underwriters acceptable to make three (3) such Registration Requeststhe Company and the Holders of Shares, JCF which acceptances shall not be unreasonably withheld; and the Company and the Holders of Shares shall use their best efforts to effect firm commitment underwriting arrangements. If the Holders of Shares submit to the Company a list of potential underwriters, the Company shall be entitled deemed to make two have accepted all such underwriters unless within fourteen (214) days after the receipt of such Registration Requestslist, the Company shall have objected in writing to any such underwriters and DS set forth its reasons therefor.
(c) If at the time of receipt of the request under this Section 2.1 the Company has publicly announced its intention to register any of its securities for a public offering under the Act, no registration of Shares shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is initiated under this Section 2.1 until ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the effective date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give registration unless the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that have been requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required is no longer proceeding diligently to effect a such registration, whether such registration pursuant to this Section 1(a) unless is for the aggregate number sale of shares proposed to be registered constitutes at least securities for the lesser Company's account or for the account of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1others.
Appears in 1 contract
Sources: Registration Rights Agreement (Mdi Entertainment Inc)
Requests for Registration. At any time following Commencing one year after the one (1) year anniversary ------------------------- execution of this Agreement and during the date hereofterm of this Agreement, each the holders of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration of all or any part at least 50% of the Registrable Securities held by such Holder may request registration under the Securities Act of all or part of their Registrable Securities on Form S-3 or any similar or successor short-form registration statement (a "Registration RequestShort-Form Registration"). Trident , provided that the Company shall be entitled eligible to make three (3) effect a Short- Form Registration at the time such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requestsrequest is made. Notwithstanding the foregoing, at one time following the date that is ninety (90) Within twenty business days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request requested registration to all other Holders, holders of Registrable Securities and will use its reasonable best efforts to register, include in accordance with the provisions of this Agreement, such registration all Registrable Securities that have been requested with respect to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date which the Company has given such Holders notice received written requests for inclusion therein within 15 days after the receipt of the Registration Request; providedCompany's notice. A registration requested pursuant to this paragraph 1(a) is referred to herein as a "Demand Registration". Notwithstanding the foregoing, that the Company will shall not be required to effect a registration pursuant to this Section 1(a) unless any Demand Registration if the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by to be included therein (after giving effect to the Requesting Holder on the date hereof (or 15% in the case requests of an Initial Request) or (y) 10% all holders of the total number Company's securities to have securities included therein) shall be less than 50,000. Any holder of Registrable Securities held by who does not participate in a Demand Registration shall have no further rights under paragraph 1 of this Agreement, unless such Demand Registration does not count as a Short-Form Registration, in which event such nonparticipating holder shall retain all Holders on the date hereofof such holder's rights under Section 1 of this Agreement with respect to all subsequent Demand Registrations. A registration will not count as a Short-Form Registration until it has become and remained (in accordance with paragraph 4(b) below) effective, or if such registration has been withdrawn or discontinued at the total number request of Registrable Securities then outstanding is less holders holding more than such amount, all 50% of the Registrable Securities then outstanding. The Company will not to be obligated to effect any registration pursuant to this Section 1(a) more than once included, or which have been included but remain unsold, in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1.
Appears in 1 contract
Requests for Registration. At any time following the one (1) year anniversary of the date hereof, each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration of all or any part of the Registrable Securities held by such Holder (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior Subject to the one (1) year anniversary following paragraphs of this Section 3.1 the date hereofStockholders shall, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not subject to Section 3(d), have the right, by delivering or causing to be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company at least 30 days prior delivered a written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration RequestCorporation, other than to require the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts Corporation to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of this Agreementthe Securities Act, all Registrable Securities that have been requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder Stockholders requested to be so registered pursuant to the terms of this Agreement (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”); provided, that, the Corporation shall not be obligated to file a Registration Statement relating to any registration request under this Section 3.1 within a period of ninety (90) days after any Shelf Underwritten Offering or the effective date of any other Registration Statement relating to any registration request under this Section 3.1. The Stockholders may request pursuant to a Demand Notice that the Corporation register Registrable Securities on an appropriate form, including a shelf Registration Statement, and, if the Corporation is a WKSI, an Automatic Shelf Registration Statement. Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3.1, the Corporation shall, subject to Section 3(d), use its reasonable best efforts to file a Registration Statement as promptly as practicable no later than fifteen (15) days after the date of the related Demand Notice and, if not automatically effective, shall use its reasonable best efforts to cause such Registration Statement to be declared effective no event later than sixty (60) days after the date of the related Demand Notice. The Stockholders shall be limited to one Demand Notice on Form S-1 or any similar long-form registration statement. No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if (i) the Registration Statement relating thereto does not become effective, (ii) such Registration Statement is not maintained effective for the period required pursuant to this Section 3, or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, in which case, the Stockholders shall be entitled to an additional Demand Registration in lieu thereof. The Corporation may, subject to Section 3.3 hereof, elect to include in any Registration Statement and offering pursuant to a Demand Registration, (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Corporation as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback registration rights (x) granted by the Corporation after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement or (y) pursuant to a registration rights agreement entered into on or prior to the date hereof (or 15% “Additional Piggyback Rights”). All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and/or the intended methods of disposition thereof. The Corporation shall use its reasonable best efforts to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least one hundred eighty (180) days after the effective date thereof (or, in the case of an Initial Requesta shelf Registration Statement, until the date as of which all Registrable Securities registered by such shelf Registration Statement have been sold in a transaction in which they cease to be Registrable Securities or have otherwise ceased to be Registrable Securities) (the “Effective Period”) or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that (yi) 10% such Effective Period shall be extended for a period of time equal to the period the Stockholders refrain from selling any securities included in such Registration Statement at the request of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration Corporation pursuant to the Initial Request may be as soon as six provisions of this Agreement and (6ii) months following the Corporation shall use its reasonable best efforts to file any replacement or additional shelf Registration Statement and use its reasonable best efforts to cause such earlier registration. Notwithstanding anything contained herein replacement or additional shelf Registration Statement to become effective prior to the contrary, expiration of the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all initial shelf Registration Expenses incurred in connection with any registration pursuant to this Section 1Statement.
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Sources: Registration Rights Agreement (Evolent Health, Inc.)
Requests for Registration. At Subject to the terms and conditions set forth below, at any time following after the one Company has completed an IPO, Shareholders may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (1"Long-Form Registrations"), and registration under the Securities Act of all or any portion of their Registrable Securities on Form S-2 or S-3 or any similar short-form registration ("Short-Form Registrations"), if available, as follows:
(i) TH Lee ▇▇▇ll have the right to request up to two (2) Demand Registrations.
(iii) After Belron has exercised its right to request two Demand Registrations, TH Lee ▇▇▇ll have the right to request a third Demand Registration if, at
(iv) Notwithstanding anything in this Agreement to the contrary, no Shareholder shall be entitled to request a Demand Registration with respect to, and the Company shall not be obligated to take any action to effect the registration of, any shares of Voting Common Stock held by the Shareholders for the first three (3) years after the date of this Agreement. All registrations requested pursuant to this SECTION 2(a) are referred to herein as "Demand Registrations". Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered. Within ten (10) days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and shall, subject to Sections 2(c) and 2(d) hereof, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the receipt of the Company's notice; provided that Belron shall not have the right to be included in any Demand Registrations requested by TH Lee; ▇▇ovided further that the Kell▇▇▇ ▇▇▇reholders shall not have the right to be included in any Demand Registrations requested by any person until: (i) the third year anniversary of the date hereof, each of Trident, JCF this Agreement and DS (each, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company effect the registration of all or any part of the Registrable Securities held by such Holder (a "Registration Request"). Trident shall be entitled to make three (3ii) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding time as the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or similar transaction) (the "Initial Request"); provided, further, that Trident shall give the Company Kell▇▇▇ ▇▇▇reholders own at least 30 days prior written notice one more share of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Request, other Common Stock than the Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that have been requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (10) Business Days after the date the Company has given such Holders notice of the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities held by the Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the total number of Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1TH Lee ▇▇▇reholders.
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