Required Registration. (a) If at any time the Company shall be requested by CVCA to effect the registration under the Securities Act of Registrable Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register. (b) Anything contained in Section 2(a) to the contrary notwithstanding, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions: (i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million; (ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and (iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration; (B) second, the Primary Shares; and (C) third, the Other Shares. (c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration.
Appears in 3 contracts
Sources: Registration Rights Agreement (Donaldson Lufkin & Jenrette Inc /Ny/), Securities Purchase Agreement (Gentle Dental Service Corp), Registration Rights Agreement (Chase Venture Capital Associates L P)
Required Registration. (a) If at any time The Company agrees that in connection with its Planned IPO it shall undertake best efforts to file a registration statement with the SEC within the next 30 days covering the firm commitment underwritten offer and sale in the Planned IPO of all of the PPD Original Investment Shares. The Company shall be requested by CVCA to effect the registration under the Securities Act of Registrable Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such have the registration under statement declared effective by the Securities Act SEC as soon as practicable, and shall diligently proceed in a good faith effort to respond to SEC comments and complete the Planned IPO within 150 days from the date hereof. The Company may in its discretion delay or postpone the IPO if the Board in good faith determines that it would not be advisable and in the best interest of the Registrable Company and its shareholders. The Company agrees that it will not include any shares in the IPO held by stockholders other than PPD without PPD’s prior written consent. The Company shall include all of the PPD Original Investment Shares which for offer and sale in the Planned IPO (or any other Initial Public Offering of Company shares, whether contemplated now or in the future), and this obligation is and shall be absolute and unconditional. Without the prior written consent of PPD, the Company has been so requested shall not under any circumstances complete the Planned IPO (or any other Initial Public Offering of it shares) without including therein all of the PPD Original Investment Shares as defined herein for sale to registerand through the underwriters for such offering.
(b) Anything contained PPD shall (together with the Company as provided in Section 2(a1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected by the Company. If the underwriter advises the Company or PPD in writing that marketing factors require a limitation of the number of shares to be underwritten, there shall be no reduction to the contrary notwithstandingnumber of PPD Original Investment Shares underwritten and included in the Planned IPO without the prior written consent of PPD, and any such reduction shall only be made to the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested shares to be included in the registration pursuant Planned IPO. The Company shall notify PPD in advance of completion of the Planned IPO if the Planned IPO is not going to Section 2(a) qualify as a result Qualifying IPO and PPD shall have the right and the opportunity to withdraw any or all of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until its shares from the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other SharesPlanned IPO without penalty.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by In the Commission by written notice to event the Company from CVCA; providedcompletes (or proposes to complete) the Planned IPO or any other Initial Public Offering and fails (or it becomes apparent that it intends to fail) for any reason to register, howeveroffer and sell all of the PPD Original Investment Shares (which are not voluntarily withdrawn by PPD) in such underwritten registration (and remit all the net proceeds therefrom to PPD), that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if then the Company shall be in immediate breach of its obligations to PPD and PPD shall have been reimbursed (pro rata by the Purchasers requesting registration right to pursue any and all such damages or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration.remedies
Appears in 3 contracts
Sources: Investors’ Rights Agreement (Accentia Biopharmaceuticals Inc), Investors’ Rights Agreement (Accentia Biopharmaceuticals Inc), Investors’ Rights Agreement (Accentia Biopharmaceuticals Inc)
Required Registration. (a) If at At any time you may by notice to the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company shall be requested by CVCA commence to effect prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act of Registrable Shares, it shall promptly give written notice to for the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, sale of the other Purchasers to include Option Shares specified in such registration Registrable Shares Registration Notice (which request shall specify the number of Registrable Shares proposed less any shares to be included in such registration), the Company shall, subject purchased pursuant to Section 2(b10(f) below, promptly ) and shall use its best efforts to effect cause such registration under statement to become effective and remain in effect for the Securities Act Required Effective Period for public sale in accordance with the method of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstandingdisposition specified by you, provided, however, that the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts required to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant except on Form S-3 (or any successor to this Agreement such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration shall be deemed to count as one demand registration by the Purchasers)statement; provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, and (B) any Registration Statement during any unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in which any other such registration statement (other than on Form S-4 or Form S-8 promulgated assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value limitations of the Registrable Shares to be registered thereunder, whether held by CVCA or others, Section 14 of this Agreement. If such method of disposition shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a)an underwritten public offering, the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if designate the managing underwriter advises of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company that is then subject or financing arrangements or other material transactions involving the inclusion Company or any of all Registrable Sharesits subsidiaries are pending at the time the Registration Notice is given, Primary Shares and Other Shares proposed or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed registered are to be included in acquired on exercise of this Option following the date of such registration Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be included deemed satisfied only when a registration statement covering all Option Shares specified in the following order:
(A) first, the Registrable Shares held your Registration Notice and not purchased by the Purchasers requesting that their Registrable Shares be included in such registration Company pursuant to Section 2(a)10(f) below shall have become effective and, pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(BX) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been reimbursed sold pursuant thereto; or (pro rata by Y) if it is not such an offering, has remained in effect for the Purchasers requesting registration Required Effective Period specified herein or in such other proportion as they may agree) for all out-of-pocket expenses incurred by until the Company in connection with such rescinded registrationdistribution of the Option Shares covered thereby is completed, whichever is shorter.
Appears in 3 contracts
Sources: Option Agreement (Viacom Inc), Option Agreement (Viacom Inc), Option Agreement (Viacom Inc)
Required Registration. (a) If at At any time following the Company earlier of (i) March 31, 2023 and (ii) the date the Form S-3 Shelf (as defined below) first becomes effective, if a Holder or Holders shall be requested by CVCA to request that the Corporation effect the registration under the Securities Act of Registrable Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, either (x) not less than five percent (5%) of the other Purchasers to include in such registration Registrable Shares (which request shall specify the aggregate number of Registrable Shares proposed then outstanding or (y) not less than ten percent (10%) of the aggregate number of Registrable Shares held by such Holder on the date hereof (or, with respect to be included in any Holder that becomes a Holder on a Closing Date under the Series B Investment Agreement, held by such registrationHolder on such Closing Date), the Company shall, subject to Section 2(b) below, Corporation shall promptly use its best commercially reasonable efforts to effect such the registration under the Securities Act Act, pursuant to a registration statement, on Form S-1 or any similar long-form registration statement, or on Form S-3 or any similar short-form registration statement, if available, including, solely in the case of a registration statement on Form S-3, to permit the public resale of the Registrable Shares which on a delayed or continuous basis from time to time as permitted by Rule 415 under the Company has been so requested to registerSecurities Act (or any successor or similar provision adopted by the Commission then in effect), of such Registrable Shares.
(b) Anything Notwithstanding anything contained in this Section 2(a) 2 to the contrary notwithstandingcontrary, the Company Corporation shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company The Corporation shall not not, within any twelve (12)-month period, be obligated to use its best efforts to file and cause to become be effective (A) more than one Registration Statement four (4) registration statements initiated pursuant to Section 2(a) on Form S-1 promulgated under the Securities Act (providedor any successor form thereto).
(ii) The Corporation shall not be obligated to effect, that if the Companyor to take any action to effect, shall consummate a "shelf" any registration pursuant to this Agreement Section 2 (A) during the period that is forty-five (45) days before the Corporation’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Corporation-initiated registration, provided that the Corporation is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (B) if the Form S-3 Shelf is then effective and available for use in the proposed disposition or if Holders propose to dispose of shares of Registrable Shares that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 4.
(iii) If the Board reasonably determines that such registration and any offering thereunder would (A) interfere with any material transaction involving the Corporation, (B) require premature disclosure of material information that the Corporation has a bona fide business purpose for preserving as confidential or (C) render the Corporation unable to comply with requirements under the Securities Act or the Exchange Act, then the Corporation shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be deemed to count as one demand registration by tolled correspondingly, for a period of not more than sixty (60) days after the Purchasers)request of the Holder(s) is given; provided provided, however, that if the Purchasers were unable Corporation shall only be entitled to sell at least invoke its rights under this Section 2(b)(iii) up to two times during any twelve (12)-month period, and the applicable periods under such two exercises of this right may not in the aggregate consist of more than ninety (90% ) days during any such twelve (12)-month period. The Corporation shall promptly notify the Holders of the expiration of any period during which it has exercised its rights under this Section 2(b)(iii).
(iv) If the holders of the Registrable Shares requested requesting to be included in the a registration pursuant to Section 2(a) as a result so elect, the offering of an underwriter's cutback, then an additional such Registrable Shares pursuant to such registration shall be added in the form of an underwritten offering. The holders of Registrable Shares requesting such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to this Section 2(b)(ithe Corporation to act as the lead managing underwriter or underwriters in connection with such offering.
(v) until At any time before the foregoing condition is satisfiedregistration statement covering such Registrable Shares becomes effective, the holders of a majority of such Registrable Shares may request the Corporation to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made in response to (A) a material adverse effect or a similar event related to the business, properties, condition, or operations of the Corporation not known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, (B) any Registration Statement during any period due to pricing conditions which in which any the good faith judgment of the holders requesting the registration are adverse, (C) other material facts not known to such holders at the time their request was made or (D) an exercise by the Corporation of its rights under this Agreement to delay or suspend a registration statement (other than on Form S-4 or Form S-8 promulgated an offering, the holders shall be deemed to have used one of their registration rights under Section 2(a). In addition, in the Securities Act or any successor forms thereto pursuant to which Primary event that the registration statement covering such Registrable Shares are to be or were sold has been filed and is not withdrawn or has been declared effective within the prior 90 days, or one hundred twenty (C120) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after from the date of a request for first filing with the Commission, the holders shall not be deemed to have used one of their registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration rights pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration.
Appears in 2 contracts
Sources: Registration Rights Agreement (Bright Health Group Inc.), Investment Agreement (Bright Health Group Inc.)
Required Registration. (a) If at any time the Company Partnership shall be requested by CVCA receive from a Holder of Registrable Securities (the “Initiating Holder(s)”) a written request that the Partnership file a registration statement with respect to effect the Holders’ Registrable Securities (“Demand Registration”), then the Partnership shall, within five (5) days of the receipt thereof, give written notice of such request to all other Unitholders (a “Demand Exercise Notice”) if any, and subject to the limitations of this Section 5.1, use its commercially reasonable efforts to effect, as soon as reasonably practicable, the registration under the Securities Act of the sale of all Registrable Shares, it shall promptly give written notice Securities that the Holders request to be registered. Notwithstanding anything to the other Purchasers contrary in this Agreement, the Initiating Holders may request that the Partnership register the sale of its requirement to so register such Registrable Shares Securities on an appropriate form, including a Shelf Registration Statement (so long as the Partnership is eligible to use Form S-3) and, upon if the written requestPartnership is a WKSI, delivered an Automatic Shelf Registration Statement. The Partnership shall not be obligated to take any action to effect any such registration:
(i) after it has effected two (2) such registrations pursuant to this Section 5.1, and such registrations have been declared or ordered effective;
(ii) within three (3) months of a registration pursuant to this Section 5.1 that has been declared or ordered effective;
(iii) during the period starting with the date sixty (60) days prior to its good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Partnership-initiated registration (other than a registration relating solely to the Company within 30 sale of securities to employees of the General Partner pursuant to a unit option, unit purchase or similar plan or to a Commission Rule 145 transaction), provided that the Partnership is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(iv) if the General Partner shall furnish to the Initiating Holders a certificate signed by the Chief Executive Officer or Chief Financial Officer of the General Partner stating that in the good faith judgment of the Board of the General Partner it would be seriously detrimental to the Partnership and its equity holders for such registration statement to be filed at the time filing would be required and it is therefore essential to defer the filing of such registration statement, the General Partner shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after delivery receipt of the request of the Initiating Holders, provided that the General Partner shall not defer its obligation in this manner more than once in any twelve (12) month period.
(b) The Partnership shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holders and (y) the Registrable Securities of any such notice by other Holder of Registrable Securities, in each case that have made a written request to the Company, of the other Purchasers to include Partnership for inclusion in such registration Registrable Shares pursuant to Section 5.1 (which request shall specify the maximum number of Registrable Shares proposed Securities intended to be included in disposed of by such registration), the Company shall, subject to Section 2(bParticipating Holder) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register.
within thirty (b30) Anything contained in Section 2(a) to the contrary notwithstanding, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date receipt of a request for registration pursuant to Section 2(athe Demand Exercise Notice (or fifteen (15) if days if, at the time request of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a)Initiating Holders, the Company may include Partnership states in such registration any Primary Shares written notice or Other Shares; providedgives telephonic notice to all Holders, howeverwith written confirmation to follow promptly thereafter, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to will be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(aon a Form S-3), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested At any time before the registration under this Section 2 statement covering such Registrable Securities becomes effective, WPX may be rescinded prior request the Partnership to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made in response to, in each case as determined by WPX, as the case may be, in good faith (i) a material adverse effect or a similar event related to the business, properties, condition, or operations of the Partnership not known (without imputing the knowledge of any other Person to such holders) by WPX at the time its request was made, or other material facts not known to WPX at the time its request was made, or (ii) a material adverse change in the financial markets, WPX shall be deemed to have used one of its registration being declared effective by the Commission by written notice to the Company from CVCArights under Section 5.1(a); provided, however, that such rescinded withdrawn registration shall not count as a requested registration initiated pursuant to this Section 2 for purposes of subclause (A5.1(a) of clause (i) of subsection (b) above if the Company Partnership shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company Partnership in connection with such rescinded withdrawn registration.
(d) To the extent an automatic shelf registration statement has been filed under Section 5.1, the Partnership shall use commercially reasonable efforts to remain a WKSI and not become an ineligible issuer with respect to a sale of the Units by a Holder (as defined in Rule 405 under the Securities Act) during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three years, at the end of the third year the Partnership shall refile a new automatic shelf registration statement covering the Registrable Securities that remain unsold. If at any time when the Partnership is required to re-evaluate its WKSI status, the Partnership determines that it is not a WKSI, the Partnership shall use commercially reasonable efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective during the period during which such registration statement is required to be kept effective.
(e) If, after it has become effective, (i) such registration statement has not been kept continuously effective for a period of at least 180 days (or such shorter period which will terminate when all the Registrable Securities covered by such registration statement have been sold pursuant thereto), or (ii) such registration requested pursuant to Section 5.1(a) becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, such registration shall not count as a requested registration pursuant to Section 5.1(a).
Appears in 2 contracts
Sources: Idr Holders Agreement (Legacy Reserves Lp), Idr Holders Agreement (Legacy Reserves Lp)
Required Registration. (a) If at any time from and after the Company expiration of the Standstill Period, Gaiam shall be requested by CVCA Revolution Living to effect the registration under the Securities Act of Registrable SharesShares having an aggregate gross offering price (before underwriters discounts and commissions) of at least $10,000,000, it Revolution Living shall promptly give written notice to the other Purchasers Gaiam of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request notice shall specify the number of Registrable Shares proposed to be included in such registration and the intended method of distribution, but which may not be pursuant to a shelf registration), the Company Gaiam shall, subject to Section 2(b6.1(b) below, promptly use its best efforts to effect such registration on an appropriate form, under the Securities Act of the Registrable Shares which the Company Gaiam has been so requested to register.
(b) Anything contained in Section 2(a6.1(a) to the contrary notwithstanding, the Company Gaiam shall not be obligated to effect pursuant to Section 2(a6.1(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company Gaiam shall not be obligated to use its best efforts to file and cause to become effective (A) more than one two (2) Registration Statement Statements initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers6.1(a); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any the period in which starting with the date 60 days prior to Gaiam’s good faith estimate of the date of filing of, and ending on the date 180 days after the effective date of, any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto thereto) pursuant to which Primary Shares are to be or were sold has been filed sold; provided, however, that in the case of clause (B) Gaiam is actively employing in good faith all reasonable efforts to cause such Registration Statement to become effective and not withdrawn or has been declared effective within the prior 90 daysInvestors were offered the right to have the Registrable Shares included in such registration pursuant to Section 6.2 below, or (C) any more than one Registration Statement if the aggregate market value of the Registrable Shares pursuant to be registered thereunder, whether held by CVCA or others, shall be less than $5 millionSection 6.1(a) in any consecutive twelve-month period;
(ii) the Company Gaiam may delay the filing or effectiveness of any Registration Statement for a period of up to 90 120 days after the date of a request for registration pursuant to Section 2(a6.1(a) if at the time of such request the Company Gaiam is engaged in a Material Transaction; provided, however, that Gaiam may only so delay the filing or effectiveness of a registration statement pursuant to this Section 6.1(b)(ii) on one occasion during any twelve-month period; and
(iii) with respect to any registration pursuant to Section 2(a6.1(a), the Company Gaiam may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company Gaiam that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securitiesSecurities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares Revolution Living requested by Revolution Living to be included in such registration pursuant to Section 2(a6.1(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares and the Other Shares; and
(C) third, as determined by Gaiam and the holders of Other Shares.
(c) A requested registration under this Section 2 6.1(a) may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company Gaiam from CVCARevolution Living; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 6.1 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company (x) Gaiam shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company Gaiam in connection with such rescinded registration, provided that each registration
(1) Revolution Living reasonably believed that the registration statement contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein not misleading, (2) notified Gaiam of such fact and requested that Gaiam correct such alleged misstatement or omission and (3) Gaiam has refused to correct such alleged misstatement or omission.
Appears in 2 contracts
Sources: Shareholder Agreement (Revolution Living LLC), Shareholders Agreement (Gaiam Inc)
Required Registration. (a) If at any time Subject to the receipt of all necessary information from the Investors, the Company shall be requested by CVCA use commercially reasonable efforts to effect the prepare and file a registration statement on Form S-3 under the Securities Act of covering the Registrable SharesSecurities (the "Registration Statement"), it shall promptly give written notice to on or before the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 date that is ninety (90) days after delivery of any such notice by the Company, of Closing Date (the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration"Filing Date"), the Company shall, subject to Section 2(b) below, promptly and shall use its best commercially reasonable efforts to effect cause such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstanding, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause Registration Statement to become effective as soon as practicable after filing, and in any event no later than March 31, 2005 (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the PurchasersEffectiveness Date"); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises Company receives notification from the Company SEC that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with Registration Statement will receive no action or review from the successful marketing (including pricing) of all such securitiesSEC, then the number Company will, subject to its rights under Section 2(d) below, cause the Registration Statement to become effective within five business days after such SEC notification. Notwithstanding the foregoing, if Form S-3 is not available for use by the Company, then the Company will file a Registration Statement on such form as is then available to effect a registration of the Registrable SharesSecurities, Primary Shares and Other Shares proposed subject to the consent of the Holders of a majority of the Registrable Securities then outstanding, which consent will not be included in such registration shall be included in the following order:unreasonably withheld or delayed.
(Ab) first, The Company shall use its commercially reasonable efforts to maintain the effectiveness of the Registration Statement under the Securities Act until the earliest of: (i) the date that is two years after the Closing Date; and (ii) the date on which all of the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration Securities have been sold pursuant to Section 2(athe Registration Statement or no longer constitute Registrable Securities (the "Registration Period"), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested Notwithstanding the foregoing, if the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons and the Company determines in good faith that the public disclosure requirements imposed on the Company under the Securities Act in connection with a registration under this Section 2 may hereunder would require disclosure of such activity, transaction, preparation or negotiations and that such disclosure would be rescinded prior seriously detrimental to such registration being declared effective by the Commission Company, the Company shall have the right, by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause Holders: (i) of subsection to withdraw a registration statement after filing and after such notice, but prior to the effectiveness thereof; or (bii) above if suspend the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or effectiveness thereof for a period not to exceed 90 days; provided that such right may not be exercised more than once in such other proportion as they may agree) for all outany twelve-of-pocket expenses incurred by the Company in connection with such rescinded registrationmonth period.
Appears in 2 contracts
Sources: Stock Purchase Agreement (North Country Financial Corp), Registration Rights Agreement (North Country Financial Corp)
Required Registration. (a) If at any The Company shall make all reasonably practicable efforts to file, within thirty (30) days of the Closing, a shelf registration statement with the Commission relating to the offer and sale of the Restricted Stock by the Investors from time to time in accordance with the methods of distribution elected by the Investors and set forth in such shelf registration statement, and the Company shall be requested by CVCA make all reasonably practicable efforts to effect have such shelf registration statement effective within 120 days after its filing with the Commission. The Company shall make all reasonably practicable efforts to keep such shelf registration under statement continuously effective for two (2) years following the Securities Act expiration of Registrable Shares, it shall promptly give written notice the one (1) year lock-up described in the first sentence of Section 15(f) hereof. As soon as reasonably practicable after the issuance to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery Investors of any such notice by shares of Common Stock as a dividend pursuant to Article FOURTH, Section 2 of the Company, 's Amended and Restated Certificate of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration)Incorporation, the Company shall, subject shall file such amendments or supplements to Section 2(b) below, promptly use its best efforts such shelf registration statement as are necessary to effect qualify such shares of Common Stock for offer and sale by the Investors from time to time in accordance with the methods of distribution elected by the Investors and set forth in such shelf registration under the Securities Act of the Registrable Shares which the Company has been so requested to registerstatement.
(b) Anything contained in Section 2(a) to the contrary notwithstanding, The only securities which the Company shall not be obligated required to effect register pursuant to this Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file 4 and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration Sections 5 and 6 hereto shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% shares of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other SharesCommon Stock; provided, however, that if that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the managing underwriter advises the Company that the inclusion holders of all Registrable Shares, Primary Series D Preferred Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in entitled to sell such Series D Preferred Shares to the following order:
(A) firstunderwriters for conversion and sale of the shares of Common Stock issued upon conversion or exercise and conversion, as applicable, thereof. Notwithstanding anything to the Registrable Shares held contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of any registration statement on Form S-1 filed by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other SharesCompany.
(c) A The Company shall be entitled to include in any registration statement referred to in this Section 4 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if any, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If in the opinion of the managing underwriter, if any, the inclusion of all of the Restricted Stock requested registration to be registered under this Section 2 may would adversely affect the marketing of such shares, shares to be rescinded prior to such registration being declared effective sold by the Commission by written notice holders of Restricted Stock, if any, shall be excluded only after any shares to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred be sold by the Company have been excluded and in connection with such rescinded registrationmanner that the shares to be sold shall be allocated among the selling holders pro rata based on their ownership of Restricted Stock.
Appears in 2 contracts
Sources: Investor Rights Agreement (Voxware Inc), Investor Rights Agreement (Voxware Inc)
Required Registration. (ai) If at any time Not later than January 15, 1998, the Company shall file such amendments to its registration statement on Form S-1 under the Securities Act or file a new registration statement on Form S-1, if required by the rules promulgated pursuant to the Securities Act, which registration statement shall be requested a shelf registration pursuant to Rule 415 of the Securities Act providing for the registration of the Merger Shares for resale. On or after February 5, 1998, the Company may convert such registration statement filed pursuant to this Section 2.1 into a registration statement on Form S-3 under the Securities Act, provided, however, that, to the extent permitted by CVCA the securities laws, the Company shall not withdraw the registration statement filed on Form S-1 until the new registration statement is effective (the registration statements on Form S-1 and S-3 are collectively referred to herein as the "Registration Statement").
(ii) The Company may, at its option, register additional shares of Common Stock on the Registration Statement (x) on behalf of shareholders of the Company; or (y) in connection with a primary offering of Common Stock by the Company; provided, however, that the inclusion of such additional shares will not delay the filing of the Registration Statement or limit the Company's obligations to the Shareholders under this Agreement.
(iii) The Company shall use its best efforts to cause the Registration Statement to become effective as soon as possible, but not later than the earlier of (x) February 20, 1998 and (y) the date on which the combined financial results of the Company and Data Labs are filed pursuant to Section 5.3 of the Merger Agreement. The Company's obligation to maintain the effectiveness of the Registration Statement shall terminate on December 7, 1998, or such earlier time as there are no remaining Merger Shares.
(i) If, after the Registration Statement becomes effective, the Board of Directors of the Company, in its good faith judgment, determines that any registration of Merger Shares should not be continued because it would materially interfere with any underwritten offering by the Company or material merger or acquisition (which merger or acquisition would be required to be reported pursuant to Item 2 or Item 5 of Form 8-K) (a "Valid Business Reason"), --------------------- the Company may cause the Registration Statement to be withdrawn and its effectiveness terminated, or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists, but in no event for more than one (1) month (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its ------------------- determination to postpone or withdraw the Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that (x) the Company shall not be permitted to postpone or withdraw a registration statement within six (6) months after the expiration of any Postponement Period, and (y) the Company must similarly postpone or withdraw all registration statements for the resale of the Company's Common Stock by Persons other than the Company.
(ii) Each Shareholder agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw the Registration Statement pursuant to clause (b)(i) above, such Shareholder will discontinue any disposition of Merger Shares pursuant to the Registration Statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Shareholder's possession of the prospectus covering such Merger Shares that was in effect at the time of receipt of such notice.
(iii) If the Company shall give any notice of withdrawal or postponement of the Registration Statement pursuant to clause (b)(i) above, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than one (1) month after the date of the postponement or withdrawal), use its best efforts to effect the registration under the Securities Act of Registrable the Merger Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to . If the Company within 30 days after delivery shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1 as a result of any such notice by the Companystop order, injunction or other order or requirement of the Commission or any other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration)governmental agency or court, the Company shall, subject to Section 2(b) below, promptly shall as soon as possible use its best efforts to effect such the registration under the Securities Act of Merger Shares covered by the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstanding, the Company shall not be obligated to effect pursuant to Section 2(a) any withdrawn or postponed registration under the Securities Act except statement in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares2.1.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration.
Appears in 2 contracts
Sources: Registration Rights Agreement (Yurie Systems Inc), Registration Rights Agreement (Yurie Systems Inc)
Required Registration. (a) If at At any time following one hundred eighty (180) days after the date of this Agreement, the holders of Registrable Securities who hold and propose to sell Registrable Securities with an aggregate value of at least $500,000 shall have the right to require the Company shall be requested by CVCA to effect the registration register under the Securities Act of Registrable Shares, it shall promptly give on Form S-3 or other comparable or successor form such shares by delivering written notice thereof to the other Purchasers of its requirement to Company. All such registrations shall be non-underwritten. For so register such Registrable Shares and, upon the written request, delivered to long as the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers may be obligated to include in such effect a registration Registrable Shares (which request shall specify the number of Registrable Shares proposed statement pursuant to be included in such registration)this Section 7.01, the Company shall, subject to Section 2(b) below, promptly shall use its reasonable best efforts to effect such registration be and remain eligible to use Form S-3 or other appropriate comparable or successor form under the Securities Act of the Registrable Shares which the Company has been so requested to registerAct.
(b) Anything contained in Section 2(a) to the contrary notwithstanding, the The Company shall not be obligated to effect register Registrable Securities pursuant to this Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall 7.01 on not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (providedoccasion during any twelve-month rolling period, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included or on more than two occasions in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCAaggregate; provided, however, that such rescinded obligation shall be deemed satisfied only when a registration statement covering all shares of Registrable Securities requested to be included in such registration statement by the holders thereof, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective or if the holders participating in the registration withdraw from the registration; provided, further, that if such registration statement has become effective but the contemplated public offering is withdrawn prior to the completion thereof, or if holders participating in the registration withdraw, causing the requirements of this Section not to be met, because of material adverse developments affecting the Company that were not known to the participating holders prior to such effectiveness, then such registration shall not count as a one of the registrations hereunder.
(c) The Company shall be entitled to include in any registration initiated pursuant statement referred to in this Section 2 7.01, for purposes sale in accordance with the method of subclause (A) disposition specified by requesting holders, shares of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred Common Stock to be sold by the Company in connection with for its own account or for the account of other security holders of the Company, but only to the extent that such rescinded registrationinclusion will not adversely affect the offering for the account of the holders of Registrable Securities.
Appears in 2 contracts
Sources: Common Stock and Warrant Purchase Agreement (Discovery Laboratories Inc /De/), Common Stock and Warrant Purchase Agreement (Discovery Laboratories Inc /De/)
Required Registration. (a) If at At any time after February 7, 2001, the Holder may request that the Company shall be requested register the resale by CVCA to effect the registration under the Securities Act him of Registrable Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of all or any such notice by the Company, portion of the other Purchasers to include in Registerable Stock (such registration Registrable Shares (which request a "Demand Request"). The Demand Request shall specify the number of Registrable Shares proposed of Registerable Stock as to which such Demand Request relates and the manner in which the Stockholder proposes to sell such Registerable Stock, including, if applicable, the name of any underwriters to be included employed by the Stockholder in connection with such registration)sale. If such Demand Request is made, the Company shall, subject will cause the resale of the Registerable Stock specified in the Demand Request to Section 2(b) below, promptly use its best efforts to effect be registered on such form of registration statement under the Securities Act as is appropriate to allow the resale of such Registerable Stock in the Registrable Shares which manner specified in the Company has been so requested to register.
(b) Anything contained in Section 2(a) Demand Request. Notwithstanding anything herein to the contrary notwithstandingcontrary, the Company shall not be obligated to effect pursuant effect, or to Section 2(a) take any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated action to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (providedeffect, that if the Company, shall consummate a "shelf" any registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by Section 2.1 after the Purchasers); provided however, Company has effected two (2) registrations (meaning that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms statements relating thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has have been declared effective within by the prior 90 days, or (CCommission) any Registration Statement if at the aggregate market value request of the Registrable Shares to be registered thereunderHolder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises Holder requests that such registration be accomplished through the filing and effectiveness of a registration statement on Form S-3 (or such other form of registration statement then available for registering the resale of the Registerable Stock under the Securities Act that permits significant incorporation by reference of the Company's subsequent periodic reports filed with the Commission pursuant to the Exchange Act), the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in obligated to effect the following order:
registration so requested unless (Ai) firstthe proposed offering of the Registerable Stock does not then qualify for registration on Form S-3, or (ii) the Registrable Shares held by Company has already effected the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser two (2) registrations (whether on Form S-3 or otherwise) at the time request of the Holder during the twelve (12) month period preceding the date of such registration;
(B) second, request. The Company may delay the Primary Shares; and
(C) third, the Other Shares.
(c) A requested filing of any registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated statement pursuant to this Section 2 2.1 for purposes of subclause up to three (A3) of clause months after the original request for registration if (i) the filing of subsection (b) above if the registration statement would cause the Company shall to disclose information which would not have been reimbursed (pro rata by to be disclosed at such time absent the Purchasers requesting filing of the registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by statement and the Board of Directors of the Company determines in connection with good faith that the disclosure of such rescinded registrationinformation would be materially adverse to the Company, or (ii) the delay in filing the registration statement would eliminate the need for the Company to file the registration statement utilizing interim financial statements.
Appears in 2 contracts
Sources: Registration Rights Agreement (Perino Anthony), Registration Rights Agreement (Lexon Technologies Inc)
Required Registration. (aa. In accordance with the Settlement Agreement the Company shall have filed to register the resale of the Restricted Shares and the Warrant Shares. For purposes of this Section 2 and Section 3, 4, 11(a) If and 11(d), the term “Restricted Stock” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Stock upon conversion of all such Preferred Stock held by such holder at any time such time, provided, however, that the only securities which the Company shall be requested by CVCA required to effect the registration under the Securities Act register pursuant hereto shall be shares of Registrable Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) Common Stock. Notwithstanding anything to the contrary notwithstandingcontained herein, the Company shall not be obligated to effect effect, or to take any action to effect, any such registration pursuant to this Section 2(a) any registration under 2: i. during the Securities Act except in accordance period starting with the following provisions:date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred twenty (120) days after the effective date of, a Company-initiated registration (but in any event no greater than three hundred sixty (360) days after a request is made under this Section 4); provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(i) ii. if in the good faith judgment of the Board of Directors of the Company, such registration would be seriously detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement at such time, in which case the Company shall furnish to such holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of the requesting holders, and, provided further, that the Company shall not be obligated to defer its obligation in this manner more than once in any eighteen-month period.
b. Following receipt of any notice under this Section 2, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use its best efforts to file register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and cause in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the holders of a majority of the shares of Restricted Stock to become effective (A) more than one Registration Statement initiated pursuant be sold in such offering may designate the managing underwriter of such offering, subject to Section 2(a) (provided, that if the approval of the Company, which approval shall consummate a "shelf" registration not be unreasonably withhold or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; on one occasion only, provided, however, that such rescinded registration obligation shall not count as be deemed satisfied only when a registration initiated statement covering all shares of Restricted Stock specified in notices received and not rescinded as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto.
c. The Company and any other holders of Common Stock which the Company shall permit to participate shall be entitled to include in any registration statement referred to in this Section 2, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company or such other holders for their own account, except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 2 for purposes until the completion of subclause (A) the period of clause (i) distribution of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registrationcontemplated thereby.
Appears in 2 contracts
Sources: Registration Rights Agreement (Speedemissions Inc), Registration Rights Agreement (Speedemissions Inc)
Required Registration. (a) If If, at any time following the nine-month anniversary of the date hereof and prior to the second anniversary of the date hereof, the Company shall be requested in writing (an “Initiating Request”) by CVCA the Requisite Bond Stockholders to effect the registration under the Securities Act of an underwritten offering of Registrable SharesShares (a “Demand Registration”), it then the Company shall, subject to Sections 2.1(c) and (d) below, promptly use its reasonable best efforts to effect a registration under the Securities Act of an offering of all the Registrable Shares that the Company has been requested pursuant to such Initiating Request and in any Inclusion Request (as hereinafter defined) to register for sale in accordance with this Section 2.1(a) and with the method of distribution specified in the Initiating Request. The Company shall promptly give written notice to all Stockholders (a “Registration Request Notice”) of the other Purchasers of its Company’s requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 offering. The Stockholders shall have thirty (30) days after delivery of any such notice by a Registration Request Notice to deliver to the Company, of Company a request in writing (an “Inclusion Request”) that the other Purchasers to Company include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included of all Stockholders so specified in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to registerInclusion Request.
(b) Anything contained in Section 2(a2.1(a) to the contrary notwithstanding, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 120 days after the date of a request for registration pursuant to Section 2(a) that the Requisite Bond Stockholders make an Initiating Request, if at the time of such request Initiating Request: (i) any other registration statement (other than on Form S-4 or Form S-8) pursuant to which shares of Series AA Preferred Stock are to be or were offered and sold has been filed and not withdrawn or has been declared effective within the prior ninety (90) days; or (ii) the Board determines in good faith that (A) it is in possession of material, non-public information concerning pending or threatened litigation and disclosure of such information would jeopardize such litigation or otherwise materially harm the Company is engaged in or (B) a Material Transaction; andTransaction that has not been publicly disclosed is reasonably likely to occur.
(iiic) with respect to any registration pursuant to Section 2(a), the The Company may not include in such registration any Securities other than Registrable Shares and Primary Shares or Other Sharesin any Demand Registration without the consent of the Requisite Stockholders; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Primary Shares proposed to be included in such registration would interfere with materially adversely affect the successful marketing offering and sale (including pricing) of all such securitiesSecurities, then the number of Registrable Shares, Primary Shares and Other Primary Shares proposed to be included in such registration shall be included in the following order:
(Ai) first, the Registrable Shares held owned by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a)Stockholders, pro rata based upon the number of Restricted Securities Registrable Shares owned by each such Purchaser Stockholder at the time of such registration;; and
(Bii) second, the Primary Shares; and
(C) third, the Other Shares.
(cd) A requested Notwithstanding anything contained herein to the contrary, the Company shall not be required to effect more than one (1) registration under this of an offering of Registrable Shares on Form S-1 pursuant to Section 2 may 2(a).
(e) The Requisite Stockholders shall select the managing underwriter or underwriters to administer the offering, which managing underwriters shall be rescinded prior to such registration being declared effective by a firm of nationally recognized standing.
(f) Any Stockholder initiating or requesting the Commission inclusion of Registrable Shares in a Demand Registration may, by written notice to the Company from CVCAdelivered prior to the effectiveness of the Registration Statement, withdraw its request to have its Registrable Shares included in such Demand Registration. In the event that either: (i) the conditions to closing specified in an underwriting agreement to which the Company is a party with respect to a Demand Registration are not satisfied or waived; providedor (ii) any Registration Statement filed pursuant to this Section 2 is not declared effective for any reason, however, that then in each such rescinded case such withdrawn registration shall not count as be deemed a Demand Registration for purposes of this Section 2.
(g) The Requisite Bond Stockholders shall have the right to terminate or withdraw any registration initiated pursuant to this Section 2 by written notice to the Company delivered prior to the effectiveness of such Registration Statement and such withdrawn registration shall not be deemed a Demand Registration for purposes of subclause (A) of clause (i) of subsection (b) above this Section 2 if the Bond Stockholders within 30 days after the delivery of such written notice fully reimburse the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket costs, fees and expenses incurred by the Company (including legal fees) in connection with such rescinded withdrawn registration.
Appears in 2 contracts
Sources: Registration Rights Agreement (Pliant Corpororation), Registration Rights Agreement (Pliant Corp)
Required Registration. (a) If at At any time time, one or more holders of Restricted Stock may request the Company shall be requested by CVCA to effect the registration register under the Securities Act all or any portion of Registrable Sharesthe shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, it shall promptly give written notice but only if the request is made by the holders of Restricted Stock constituting at least 50% of the number of shares of Restricted Stock outstanding at the time the request is made. Notwithstanding anything to the other Purchasers contrary contained herein, no request may be made under this Section within 180 days after the effective date of its requirement to so register such Registrable Shares and, upon the written request, delivered to a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 3 and in which all shares of Restricted Stock as to which registration shall have been requested shall have been effectively registered and sold.
(b) Following receipt of any notice under this Section, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use commercially reasonable efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 15 days after delivery the giving of any such notice by the Company). If such method of disposition shall be an underwritten public offering, the holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section on two occasions only, but such obligation shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto.
(c) No person other Purchasers than the Company, its officers, directors, or other stockholders entitled to registration rights under the circumstances shall be entitled to include any securities in any registration statement requested under this Section without the consent of the holders of a majority of the Restricted Stock included in the registration statement, which consent shall not be unreasonably withheld. The Company, its officers, directors, or other stockholders entitled to registration rights under the circumstances shall be entitled to include in any registration statement referred to in this Section, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company or by its officers, directors, or other stockholders entitled to registration rights under the circumstances for its or their own account, except to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), confirmed in writing to the Company and the holders requesting inclusion of Restricted Stock in the registration Registrable Shares (which request shall specify and the underwriting, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. In such event, the number of Registrable Shares proposed shares of Common Stock to be registered on behalf of the Company or its officers, directors, and other holders entitled to registration rights under the circumstances, if any, shall be computed as set forth in subsection (d). Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 2 until the completion of the period of distribution of the registration contemplated thereby.
(d) Whenever a registration requested pursuant to this Section is for an underwritten public offering, only shares of Common Stock which are to be included in such the underwriting may be included in the registration), . Notwithstanding the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act provisions of the Registrable Shares which the Company has been so requested to register.
subsections (b) Anything contained and (c), if the managing underwriter determines that marketing factors require a limitation of the total number of shares of Common Stock to be underwritten or a limitation of the total number of shares of Common Stock to be sold by the Company or its officers or directors or other stockholders entitled to registration rights under the circumstances, then the number of shares to be included in Section 2(a) the registration and the underwriting shall first be allocated among all holders who indicated to the contrary notwithstandingCompany their decision to distribute any of their Restricted Stock through such underwriting, in proportion, as nearly as practicable, to the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% respective number of the Registrable Shares shares of Restricted Stock requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutbackand the underwriting by such holders, then an additional the remainder, if any, to the Company or its officers or directors or other stockholders entitled to registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated rights under the Securities Act or any successor forms thereto pursuant circumstances, in proportion, as nearly as practicable, to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value respective number of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness shares of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed Common Stock requested to be included in such the registration would interfere with and the successful underwriting by the Company or its officers or directors or other stockholders entitled to registration rights under the circumstances. No stock excluded from the underwriting by reason of the managing underwriter's marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to limitation shall be included in such registration. If the Company or its officers or directors or other stockholders entitled to registration shall be included rights under the circumstances, as the case may be, determines not to participate in the following order:
(A) firstany such underwriting, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant it, he or she may elect to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission withdraw therefrom by written notice, within five (5) days of notice to the Company of the managing underwriter's marketing limitation, to the holders of Restricted Stock and the underwriter. The securities so withdrawn from CVCA; provided, however, that such rescinded registration underwriting shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in also be withdrawn from such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Medical Technology Systems Inc /De/), Registration Rights Agreement (Medical Technology Systems Inc /De/)
Required Registration. (a) If at any time the The Company shall be requested by CVCA to effect the registration under the Securities Act of Registrable Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to may include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstanding, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the required registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (10.1 hereof securities other than the Purchased Stock on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are same terms and conditions as the Purchased Stock to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Sharesincluded therein; provided, however, that (i) if the managing underwriter advises or underwriters of any underwritten offering described in Section 10.1 herein have informed the Company in writing that it is their opinion that the inclusion total number of shares of Purchased Stock, and other securities of the Company which the holders of such securities, the Company and any other persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, then the number of shares to be offered for the account of the Company and for the account of all Registrable Shares, Primary Shares and Other Shares proposed such other persons (other than the holders of Purchased Stock) participating in such registration shall be reduced or limited pro rata in proportion to the respective number of shares requested to be registered to the extent necessary to reduce the total number of shares requested to be included in such registration would interfere with offering to the successful marketing number of shares, if any, recommended by such managing underwriter or underwriters, (including pricingii) if, in the event that following a reduction or limitation pursuant to the preceding clause (i) of all the securities which the Company and such securitiesother persons intended to include in such offering, the managing underwriter or underwriters inform the Company in writing that the total number of shares of Purchased Stock which the holders thereof intend to include in such offering is such as to materially and adversely affect the success of such offering, then the number of Registrable Sharesshares to be offered for the account of the holders of Purchased Stock participating in such offering shall be reduced or limited pro rata in proportion to their respective total number of shares owned by such holders, Primary Shares and Other Shares proposed to the extent necessary to reduce the total number of shares requested to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant offering to Section 2(a), pro rata based upon the number of Restricted Securities owned shares, if any, recommended by each such Purchaser at managing underwriter or underwriters and (iii) if the time offering is not underwritten, no other person, including the Company, shall be permitted to offer securities under any such required registration unless the holders of a majority of the Purchased Stock participating in the offering consent to the inclusion of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Sharesshares therein.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration.
Appears in 2 contracts
Sources: Series D Stock Purchase Agreement (Life Time Fitness Inc), Stock Purchase Agreement (Life Time Fitness Inc)
Required Registration. (a) If at any time the Requisite Investors shall deliver to the Company a written request that the Company effect the registration of Registrable Shares under the Securities Act (a “Demand Registration”), the Company shall be requested by CVCA promptly use its reasonable best efforts to effect the registration under the Securities Act of such Registrable Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register.
(b) Anything Notwithstanding anything contained in this Section 2(a) 2 to the contrary notwithstandingcontrary, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement two (2) registration statements initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than above on Form S-4 or Form S-8 S-1 promulgated under the Securities Act (or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;form thereto).
(ii) the The Company may delay the filing or effectiveness of any Registration Statement registration statement for a period of up to 90 60 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request request: (X) the Company is engaged engaged, or has fixed plans to engage within 30 days of the time of such request, in a Material Transactionfirm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares have been or will be permitted to include all the Registrable Shares so requested to be registered pursuant to Section 3 or (Y) the Board reasonably determines that such registration and offering would interfere with any material transaction involving the Company; andprovided, however, that the Company shall only be entitled to invoke its rights under this Section 2(b)(ii) one time per consecutive 12 month period the duration of this Agreement.
(iii) with With respect to any registration pursuant to this Section 2(a)2, the Company shall give notice of such registration, in accordance with the provisions of Section 3 hereunder, to the Investors who do not request registration hereunder and the Company may include in such registration any Registrable Shares, Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Shares, and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all the Registrable Shares proposed to be included in such securitiesregistration, then the number of Registrable Shares, Primary Shares and Shares, and/or Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their (or, if necessary, such Registrable Shares be included in such registration pursuant to Section 2(a), pro rata among the holders thereof based upon the number of Restricted Securities owned Registrable Shares requested to be registered by each such Purchaser at the time of such registrationholder);
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(civ) A requested registration under this Section 2 may be rescinded prior If the Requisite Investors so elect, the offering of such Registrable Shares pursuant to such registration being declared effective by shall be in the Commission by written notice form of an underwritten offering. The holders of Registrable Shares requesting such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company from CVCA; provided, however, that such rescinded registration shall not count to act as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration lead managing underwriter or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company underwriters in connection with such rescinded registrationoffering.
(v) At any time before the registration statement covering such Registrable Shares becomes effective, the Requisite Investors may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made in response to, (i) a material adverse effect or a similar event related to the business, properties, condition, or operations of the Company not known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, (ii) due to pricing conditions which in the good faith judgment of the Requisite Investors are adverse, or (iii) other material facts not known to such holders at the time their request was made, the holders shall be deemed to have used their registration rights under Section 2(a). In addition, in the event that the registration statement covering such Registrable Shares is not declared effective within 120 days from the date of first filing with the Commission, the holders shall not be deemed to have used one of their registration rights pursuant to Section 2(a).
(vi) The Company shall use its best efforts to cause any registration effected in accordance with this Section 2 to remain effective for at least 60 days following the date upon which such registration becomes effective.
Appears in 2 contracts
Sources: Registration Rights Agreement (Pluralsight, Inc.), Registration Rights Agreement (Pluralsight, Inc.)
Required Registration. (a) If at any time From and after the Company date hereof, if the Corporation shall be requested by CVCA any Investor to effect the registration under the Securities Act of Registrable Shares, it the Corporation shall promptly give written notice to effect the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company Corporation has been so requested to register.
(b) Anything contained in Section 2(a) to ; provided, however, that the contrary notwithstanding, the Company Corporation shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(ia) the Company Corporation shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement three (3) registration statements initiated pursuant to this Section 2(a) (provided, that 2 if the Company, shall consummate a "shelf" registration pursuant to this Agreement under such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% statements all of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were therein have been effectively distributed and sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(iib) subject to Section 2(d) below, the Company Corporation may delay the filing or effectiveness of any Registration Statement registration statement for a period of up to 90 60 days after the date of a request for registration pursuant to this Section 2(a) 2 if at the time of such request (i) the Company Corporation is engaged engaged, or has fixed plans to engage within 60 days of the time of such request, in a Material Transactionfirm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares shall include the Registrable Shares that the Investors requested to be so registered pursuant to Section 3 below, or (ii) the Corporation reasonably determines that such registration and offering would interfere with any material transaction that requires disclosure under the Securities Act involving the Corporation, as approved by the Board of Directors; provided, that the Corporation may only so delay the filing or effectiveness of a registration statement once pursuant to clause (i) above and once pursuant to clause (ii) above; and
(iiic) with respect to any registration pursuant to this Section 2(a)2, the Company Corporation shall give notice of such registration to the Investors who do not request registration hereunder and to the holders of all Registrable Shares and Other Shares which are entitled to registration rights and the Corporation may include in such registration any Primary Shares, Registrable Shares or Other Shares; provided, however, that that, subject to Section 2(d) hereof, with respect to any registration statement, if the managing underwriter advises the Company Corporation in writing that the inclusion of all Registrable Shares, Primary Shares and and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all the Registrable Shares proposed to be included in such securitiesregistration, then the number of Registrable Shares, Primary Shares and and/or Other Shares proposed to be included in such registration shall be included in the following order:
(Ai) first, the Registrable Shares held by of the Purchasers requesting that their Registrable Shares Investors requested to be included in such registration pursuant to Section 2(a)(or, if necessary, such Registrable Shares pro rata among the Investors thereof based upon the number of Restricted Securities owned Registrable Shares requested to be registered by each such Purchaser Investor);
(ii) second, the Primary Shares and the other Registrable Shares held by stockholders other than the Investors which are requested to be included in such registration (or, if necessary, such securities pro rata among the Corporation and the holders thereof based upon the estimated initial offering price of such securities proposed to be included in such registration statement); and
(iii) third, the Other Shares which are entitled to registration rights.
(d) Notwithstanding any provision of this Section 2 to the contrary, with respect to the first registration statement initiated pursuant to this Section 2, unless otherwise agreed by the Investors holding a majority of the Registrable Shares requested to be included in such registration statement, all of such Registrable Shares of the Investors requested to be included in such registration statement shall be so included in such registration statement. The Corporation hereby agrees that, with respect to the first registration statement initiated pursuant to this Section 2, the Corporation shall use its best efforts to successfully market (including pricing) and distribute such Registrable Shares of the Investors within 45 days after the date of a request for registration pursuant to this Section 2.
(e) If the method of disposition requested by the holders, pursuant to this Section 2, is a firm commitment underwritten public offering, the Corporation shall have the right to designate the managing underwriter of such offering, which underwriter shall be (i) a top 15 investment bank as rated by Securities Data Corp. at the time of such registration;
designation and (Bii) secondacceptable to the holders of the Registration Shares holding a majority of such securities, it being acknowledged and agreed that the Primary Shares; and
(C) third, investment banks listed on Schedule A or their successors shall be acceptable to the Other SharesInvestors.
(cf) A requested At any time before the registration statement covering Registrable Shares becomes effective, the Investors holding a majority of such securities may request the Corporation to withdraw, amend or not to file the registration statement with respect to the proposed sale of the Investor's Registrable Shares. In that event, if such request of withdrawal or amendment shall not have been caused by, or made in response to, the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Corporation, the Investors shall have used one of their demand registration rights under this Section 2 may and the Corporation shall no longer be rescinded prior obligated to such registration being declared effective by the Commission by written notice register Registrable Shares pursuant to the Company from CVCA; provided, however, that exercise of such rescinded one registration shall not count as a registration initiated right pursuant to this Section 2 for purposes of subclause unless either (Ax) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata such Registration Statement includes Other Shares not held by the Purchasers requesting registration Investors or in such other proportion as they may agreePrimary Shares or (y) for all out-of-pocket the remaining Investors shall pay to the Corporation the expenses incurred by the Company in connection with Corporation through the date of such rescinded registrationrequest.
Appears in 2 contracts
Sources: Registration Rights Agreement (Nbty Inc), Registration Rights Agreement (Nbty Inc)
Required Registration. (a) If at any time and whenever the Company shall be requested by CVCA receive a written request therefor from Initiating Holders, the Company agrees to effect the prepare and file promptly a registration statement under the Securities Act covering the shares of Registrable SharesSecurities which are the subject of such request and agrees to use its best efforts to cause such registration statement to become effective as expeditiously as possible. Upon the receipt of such request, it shall the Company agrees to give promptly give written notice to the other Purchasers all Holders of its requirement Registrable Securities that such registration is to so register such Registrable Shares and, upon the written request, delivered to the be effected. The Company within 30 days after delivery of any such notice by the Company, of the other Purchasers agrees to include in such registration Registrable Shares (which request shall specify the number statement such shares of Registrable Shares proposed Securities for which it has received written requests to register such shares by the Holders thereof within thirty (30) days after the receipt of written notice from the Company.
(b) The Company shall be obligated to prepare, file and cause to become effective only one Form S-3 registration statements pursuant to this Section 2.
(c) The Company shall not be required by this Section 2 to effect a registration of Registrable Securities pursuant to any registration statement, other than on Form S-3.
(d) If the Holders initiating a request for the registration of Registrable Securities pursuant to this Section 2 intend to distribute the Registrable Securities covered by their request by means of an underwriting, they agree to provide the Company with the name of the managing underwriter or underwriters (the "managing underwriter") that a majority interest of the Initiating Holders requesting such registration propose to employ, as a part of their request made pursuant to this Section 2, and the Company agrees to include such information in its written notice referred to in Section 2(a). In such event the right of any Holder to registration pursuant to this Section 2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested (unless otherwise mutually agreed by the Holders of a Majority of the Registrable Securities initiating such request for registration and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting agree to enter into (together with the Company) an underwriting agreement with the underwriter or underwriters selected for such underwriting, in the manner set forth above, provided that such underwriting agreement is in customary form and is reasonably acceptable to the Holders of a majority of the shares of Registrable Securities to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register.
(be) Anything contained in Notwithstanding any other provision of this Section 2(a) to 2, if the contrary notwithstanding, managing underwriter of an underwritten distribution advises the Company shall not and the Holders of Registrable Securities participating in such registration in writing that in its good faith judgment the number of shares of Registrable Securities requested to be obligated to effect pursuant to Section 2(a) any included in such registration under exceeds the number of shares of Registrable Securities Act except which can be sold in accordance with the following provisions:
such offering, then (i) the Company shall not be obligated to use its best efforts to file number of shares of Registrable Securities and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares other securities so requested to be included in the registration offering shall be reduced to that number of shares which in the good faith judgment of the managing underwriter can be sold in such offering (except for shares to be included pursuant to demand registration rights granted by the Company in accordance with Section 2(a) 7 of the December 17, 1997 Agreement, as a result may be amended and restated from time to time, as defined in Section 7 hereof, in an offering initiated upon the exercise of an underwriter's cutbacksuch rights, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are and except for shares to be or were sold has been filed issued by the Company in an offering initiated by the Company, which shall have priority over the shares of Registrable Securities), and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) such reduced number of shares shall be allocated among all participating Holders of Registrable Securities and the Company may delay holders of other securities in proportion, as nearly as practicable, to the filing or effectiveness respective number of any Registration Statement for a period shares of up to 90 days after the date of a request for registration pursuant to Section 2(a) if Registrable Securities and other securities held by such Holders and other holders at the time of such request filing the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), statement. Those Registrable Securities and other securities which are excluded from the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if underwriting by reason of the managing underwriter advises the Company that the inclusion of underwriter's marketing limitation and all other Registrable Shares, Primary Shares and Other Shares proposed Securities not originally requested to be so included shall not be included in such registration would interfere with and shall be withheld from the successful marketing market by the Holders thereof for a period, not to exceed one hundred and eighty (including pricing180) of all such securitiesdays, then which the managing underwriter reasonably determines is necessary to effect the underwritten public offering.
(f) If the managing underwriter has not limited the number of Registrable Shares, Primary Shares and Other Shares proposed Securities to be underwritten, the Company and, subject to the requirements of Section 7 hereof, other holders of the Company's securities may include securities for its (or their) own account in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration shall and underwriting will not thereby be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shareslimited.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration.
Appears in 2 contracts
Sources: Registration Rights Agreement (Value America Inc /Va), Registration Rights Agreement (Value America Inc /Va)
Required Registration. (a) If Executive may at any time give written notice to Company (the “Notice”) that he contemplates the sale of not less than 500,000 shares of Stock and may require that Company shall be requested by CVCA to effect file with the Commission a registration statement under the Securities Act of Registrable Shares, it shall promptly give written notice with respect to the other Purchasers shares of its requirement Stock set forth in such Notice. Such Notice shall state whether Executive desires to so register utilize the services of an underwriter in connection with the sale of the shares to which such Registrable Shares andNotice applies. Forthwith upon receipt of such Notice, upon the written request, delivered and subject to the Company within 30 days after delivery of any such notice by the Companyterms and conditions contained in this Section 9, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b: (a) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register.
shares specified in such Notice; (b) Anything contained in Section 2(a) to the contrary notwithstanding, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to have such registration statement declared effective; (c) notify Executive promptly after Company shall have received notice thereof, of the time when such registration statement has become effective (A) more than one Registration Statement initiated pursuant or any supplement to Section 2(a) (provided, that if the Company, shall consummate any prospectus forming a "shelf" registration pursuant to this Agreement part of such registration shall be deemed to count as one demand registration statement has been filed; (d) notify Executive promptly of any request by the Purchasers)Commission for the amending or supplementing of such registration statement or prospectus or for additional information; provided however(e) prepare and file with the Commission promptly upon Executive’s request any amendments or supplements to such registration statement or prospectus which, that if in the Purchasers were unable to sell at least 90% opinion of counsel for Executive, may be necessary or advisable in connection with the distribution of the Registrable Shares requested Stock by Executive; (f) prepare and promptly file with the Commission and promptly notify Executive of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omission, if, at any time, when a prospectus relating to the Stock is required to be included in delivered under the registration pursuant to Section 2(a) Securities Act, any event shall have occurred as a result of which any such prospectus or any other prospectus as then in effect would include an underwriter's cutbackuntrue statement or a material fact or omit to state any material fact necessary to make the statements therein not misleading; (g) in case Executive or any underwriter for Executive is required to deliver a prospectus, at a time when the prospectus then an additional in effect may no longer be used under the Act, prepare promptly upon request such amendment or amendments to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of Section 10 of the Securities Act; (h) not file any amendment or supplement to the registration statement or prospectus to which Executive shall reasonably object after having been furnished a copy at a reasonable time prior to the filing thereof; (i) advise Executive promptly after it shall receive notice or obtain knowledge thereof of the issuance of any stop order by the Commission suspending the effectiveness of any such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be added issued; (j) use its best efforts to qualify the Stock for transfer under the securities laws of such states as Executive may designate; and (k) furnish to Executive, as soon as available, copies of any such registration statement and each preliminary or final prospectus, or supplement required to be prepared pursuant to this Section, all in such quantities as Executive may, from time to time, reasonably request. Company shall pay all costs and expenses incident to the performance of its obligations under this Section 2(b)(i) until 9.2, including the foregoing condition is satisfiedfees and expenses of its counsel, (B) any Registration Statement during any period in which any the fees and expenses of its accountants, and all other registration statement (other than on Form S-4 or Form S-8 promulgated costs and expenses incident to the preparation, printing and filing under the Securities Act or of any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed registration statement, each prospectus and not withdrawn or has been declared effective within all amendments and supplements thereto, the prior 90 days, or (C) any Registration Statement if costs incurred in connection with the aggregate market value qualification of the Registrable Shares Stock under the laws of various jurisdictions (including fees and disbursements of counsel), the cost of furnishing to be registered thereunderExecutive copies of any such registration statement, whether held by CVCA each preliminary prospectus, the final prospectus and each amendment and supplement thereto, all expenses incident to delivery of the security to any underwriter or othersunderwriters, but not any underwriting commissions or discounts charged to Executive. Company shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up required to 90 days after the date of a request for effect only one registration pursuant to Section 2(a) if at Request of Executive under the time provisions of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration9.2.
Appears in 2 contracts
Sources: Employment Agreement (Greenbrier Companies Inc), Employment Agreement (Greenbrier Companies Inc)
Required Registration. (a) If at any time No later than the Filing Date, the Company shall be requested file with the Commission a registration statement relating to the resale by CVCA the Holder of all (or such other number as the Commission will permit) of the Shares. The Company shall (a) register the resale of the Shares on Form S-1, and (b) upon written request to effect the Company from the Holder (or, for the avoidance of doubt, if there are multiple Holders, then the Holder or Holders constituting the Requisite Holders), undertake to register the Shares on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the registration statement then in effect until such time as a registration statement on Form S-3 covering the Shares has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause the registration statement required to be filed pursuant to this Section 1.1 to be declared effective under the Securities Act of Registrable Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 thirty (30) days after delivery of the filing thereof, but in any such notice by event no later than the Companyapplicable Effectiveness Date, of the other Purchasers and shall use its commercially reasonable efforts to include in keep such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration statement continuously effective under the Securities Act until all Shares covered by such registration statement (x) have been sold, thereunder or pursuant to Rule 144, or (y) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a registration statement as of 5:00 p.m. Eastern Time on a Trading Day (as defined in the Purchase Agreement). The Company shall immediately notify the Holder via facsimile or by e-mail of the Registrable Shares which effectiveness of a registration statement on the same Trading Day that the Company has been telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such registration statement. The Company shall, by 9:30 a.m. Eastern Time on the second (2nd) Trading Day after the effective date of such registration statement, file a final prospectus with the Commission as required by Rule 424. Failure to so requested notify the Holder within two (2) Trading Days of such notification of effectiveness or failure to registerfile a final prospectus as foresaid shall be deemed an Event under Section 1.1(c).
(b) Anything contained in Section 2(a) Notwithstanding any other provision of this Agreement and subject to the contrary notwithstanding, the Company shall not be obligated to effect payment of liquidated damages pursuant to Section 2(a) 1.1(c), if at any time the Shares are registered on a registration under statement other than a Form S-1 or other registration statement for which no other form is authorized or prescribed, the Securities Act except in accordance Commission or any SEC Guidance sets forth a limitation on the number of Shares permitted to be registered on a particular registration statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the following provisionsCommission for the registration of all or a greater portion of Shares), unless otherwise directed in writing by a Holder as to its Shares, the number of Shares to be registered on such registration statement will be reduced as follows:
(i) first, the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested reduce or eliminate any securities to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) by any Registration Statement during any period in which any other registration statement (Person other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed MEF I, L.P. and not withdrawn or has been declared effective within the prior 90 daysits Affiliates, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 milliontheir successors and assigns;
(ii) second, the Company may delay shall reduce or eliminate any securities to be included by any Person other than the filing Holders, YA Global Investments L.P., EXO Opportunity Fund LLC and each of their respective Affiliates, or effectiveness of any Registration Statement for a period of up to 90 days after their successors and assigns (collectively, the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction“Secondary Parties”); and
(iii) third, the Company shall reduce or eliminate Shares held by the Secondary Parties (applied, in the case that some Shares may be registered, to each Secondary Party on a pro rata basis based on the total number of unregistered Shares held by such Secondary Party). In the event of a cutback hereunder, the Company shall give the Holder at least seven (7) Trading Days prior written notice along with the calculations as to the Holder’s allotment. For the avoidance of doubt, nothing in this Section 1.1(b) shall eliminate the Company’s obligation under Section 1.1(a) with respect to any Shares excluded from the registration pursuant statement on Form S-3 to Section 2(a), maintain the Company may include effectiveness of the registration statement then in effect until such time as a registration any Primary statement on Form S-3 covering the Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held has been declared effective by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other SharesCommission.
(c) A requested registration under this Section 2 may be rescinded If: (i) the Initial Registration Statement is not filed on or prior to the Filing Date (if the Company files the Initial Registration Statement without providing the Holders the opportunity to review and comment on the same as required by this Agreement, the Company shall be deemed to have not satisfied this clause (i)) or (ii) the Company fails to file with the Commission a request for acceleration of a registration statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such registration being statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a registration statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such registration statement within fifteen (15) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such registration statement to be declared effective, or (iv) a registration statement registering for resale all of the Shares is not declared effective by the Commission by written notice to the Company from CVCA; providedEffectiveness Date of the Initial Registration Statement, however, that such rescinded registration shall not count as or (v) after the effective date of a registration initiated pursuant statement, such registration statement ceases for any reason to this Section 2 remain continuously effective as to all Shares included in such registration statement, or the Holders are otherwise not permitted to utilize the prospectus therein to resell such Shares, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of subclause (A) of clause (i) thirty (30) calendar days after the date on which such Event occurs, and for purpose of subsection clause (bii), the date on which such five (5) above Trading Day period is exceeded, and for purpose of clause (iii) the date which such fifteen (15) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date thereafter (if the applicable Event shall not have been cured by such date) or any pro rata portion thereof, until the applicable Event is cured or ninety (90) calendar days after the applicable Event Date, whichever occurs first, the Company shall have been reimbursed pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to the product of one percent (pro rata 1.0%) multiplied by the Purchasers requesting registration or aggregate Series F Stated Value (as defined in such other proportion as they may agreethe Articles) for all out-of-pocket expenses incurred by of the Series F Preferred Stock issued under the Purchase Agreement (the “Series F Preferred Stock”); provided that the maximum amount payable thereunder shall not exceed four percent (4%) of the aggregate Series F Stated Value. If the Company fails to pay any partial liquidated damages pursuant to this Section 1.1(c) in connection with full within seven (7) Trading Days after the date payable, the Company will pay interest thereon at a rate of eight percent (8%) per annum (or such rescinded registrationlesser amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full.
Appears in 2 contracts
Sources: Registration Rights Agreement (Attis Industries Inc.), Securities Purchase Agreement (Attis Industries Inc.)
Required Registration. (a) If at At any time you may by notice to the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares and any other shares of Common Stock that have been issued or are issuable to you and/or ▇▇▇▇▇ ▇▇▇▇▇▇▇ upon the exercise of stock options granted or to be granted pursuant to the Harpo Agreement, including any prior or subsequent amendment to that agreement (collectively, together with the Option Shares, the "Agreement Shares"), and that have been pur- chased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company shall be requested by CVCA commence to effect prepare and, unless it elects to purchase all of the Agreement Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act of Registrable Shares, it shall promptly give written notice to for the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, sale of the other Purchasers to include Agreement Shares specified in such registration Registrable Shares Registration Notice (which request shall specify the number of Registrable Shares proposed less any shares to be included in such registration), the Company shall, subject purchased pursuant to Section 2(b10(f) below, promptly ) and shall use its best efforts to effect cause such registration under statement to become effective and remain in effect for the Securities Act Required Effective Period for public sale in accordance with the method of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstandingdisposition specified by you, provided, however, that the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts required to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant except on Form S-3 (or any successor to this Agreement such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration shall be deemed to count as one demand registration by the Purchasers)statement; provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, and (B) any Registration Statement during any unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in which any other such registration statement (other than on Form S-4 or Form S-8 promulgated assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value limitations of the Registrable Shares to be registered thereunder, whether held by CVCA or others, Section 14 of this Agreement. If such method of disposition shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a)an underwritten public offering, the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if designate the managing underwriter advises of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company that is then subject or financing arrangements or other material transactions involving the inclusion Company or any of all Registrable Sharesits subsidiaries are pending at the time the Registration Notice is given, Primary Shares and Other Shares proposed or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed registered are to be included in acquired on exercise of this Option following the date of such registration Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be included deemed satisfied only when a registration statement covering all Agreement Shares specified in the following order:
(A) first, the Registrable Shares held your Registration Notice and not purchased by the Purchasers requesting that their Registrable Shares be included in such registration Company pursuant to Section 2(a)10(f) below shall have become effective and, pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(BX) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company method of disposition you specify is a firm commitment underwritten public offering, all such Agreement Shares shall have been reimbursed sold pursuant thereto; or (pro rata by Y) if it is not such an offering, has remained in effect for the Purchasers requesting registration Required Effective Period specified herein or in such other proportion as they may agree) for all out-of-pocket expenses incurred by until the Company in connection with such rescinded registrationdistribution of the Agreement Shares covered thereby is completed, whichever is shorter.
Appears in 2 contracts
Sources: Option Agreement (Winfrey Oprah Et Al), Option Agreement (Winfrey Oprah Et Al)
Required Registration. (a) If at any time the Company shall be requested by CVCA receive from the Designated Representative a written request that the Company file a Registration Statement with respect to effect Registrable Shares, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Sellers and, subject to the limitations of this Section 2.1, use its commercially reasonable efforts to effect, as soon as reasonably practicable, the registration under the Securities Act of the offer of all Registrable Shares, it shall promptly give written notice Shares that the Sellers request to be registered. Notwithstanding anything to the other Purchasers contrary in this Agreement, the Designated Represenative may request that the Company register the offer of its requirement to so register such Registrable Shares on an appropriate form, including a Shelf Registration Statement (so long as the Company is eligible to use Form S-3) and, upon the written request, delivered to if the Company within 30 days after delivery of any such notice by the Companyis a WKSI, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstanding, the an Automatic Shelf Registration Statement. The Company shall not be obligated to take any action to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisionssuch registration:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective after it has effected five (A5) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration such registrations pursuant to this Agreement Section 2.1 and such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has registrations have been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 millionordered effective;
(ii) within six (6) months of a registration pursuant to this Section 2.1 that has been declared or ordered effective;
(iii) during the period starting with the date sixty (60) days prior to its good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of Securities to employees of the Company may delay pursuant to a stock option, stock purchase or similar plan or to a Commission Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such Registration Statement to become effective;
(iv) where the anticipated aggregate offering price of all securities included in such offering is equal to or less than forty million dollars ($40,000,000); or
(v) if the Company shall furnish to such Sellers a certificate signed by the President of the Company stating that in the good faith judgment of the Board of the Company it would be detrimental to the Company and its equity holders for such Registration Statement to be filed at the time filing would be required and it is therefore advisable to defer the filing or effectiveness of any such Registration Statement Statement, the Company shall have the right to defer such filing for a period of up to 90 not more than one hundred twenty (120) days after receipt of the date request of the Seller, provided that the Company shall not defer its obligation in this manner more than once in any twelve (12) month period.
(b) At any time before the Registration Statement covering such Registrable Shares becomes effective, the Designated Representative may request the Company to withdraw or not to file the Registration Statement. In that event, unless such request of withdrawal was caused by, or made in response to, in each case as determined by the Designated Representative in good faith (i) a request for registration pursuant material adverse effect or a similar event related to Section 2(athe business, properties, condition, or operations of the Company not known (without imputing the knowledge of any other Person to such holders) if by the Designated Representative at the time of such its request was made, or other material facts not known to the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser Designated Representative at the time of such registration;
its request was made, or (Bii) seconda material adverse change in the financial markets, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested holders of Registrable Shares shall be deemed to have used one of their registration rights under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA2.1(a); provided, however, that such rescinded withdrawn registration shall not count as a requested registration initiated pursuant to this Section 2 for purposes of subclause (A2.1(a) of clause (i) of subsection (b) above if the Company shall have been reimbursed (in the absence of any agreement to the contrary, pro rata by the Purchasers requesting registration or in such other proportion as they may agreeDesignated Representative) for all out-of-pocket expenses incurred by the Company in connection with such rescinded withdrawn registration.
(c) To the extent an Automatic Shelf Registration Statement has been filed under Section 2.1, the Company shall use commercially reasonable efforts to remain a WKSI and not become an ineligible issuer (as defined in Rule 405 under the Securities Act) during the period during which such Automatic Shelf Registration Statement is required to remain effective. If the Automatic Shelf Registration Statement has been outstanding for at least three years, at the end of the third year the Company shall refile a new Automatic Shelf Registration Statement covering the Registrable Shares that remain unsold. If at any time when the Company is required to re-evaluate its WKSI status, the Company determines that it is not a WKSI, the Company shall use commercially reasonable efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form S-1, and keep such Registration Statement effective during the period during which such Registration Statement is required to be kept effective.
(d) If, after it has become effective, such Registration Statement has not been kept continuously effective for a period of at least one hundred eighty (180) days (or such shorter period which will terminate when all the Registrable Shares covered by such Registration Statement have been sold pursuant thereto), such registration shall not count as a requested registration pursuant to Section 2.1(a).
Appears in 2 contracts
Sources: Registration Rights Agreement (Clayton Williams Energy Inc /De), Warrant and Preferred Stock Purchase Agreement (Clayton Williams Energy Inc /De)
Required Registration. (a) If at any time Subject to Section 2(b), if the Company shall be requested by CVCA a Holdings Shareholder Majority at any time to effect the registration under the Securities Act of Registrable Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to promptly effect such the registration under the Securities Act of the Registrable Shares which the Company has been so requested to registerregister (as well as any other Registrable Shares requested to be registered by any other Shareholder who was previously a member of Holdings, following notice of such request by a Holdings Shareholder Majority). The number of requests permitted pursuant to this Section 2(a) shall be unlimited.
(b) Anything contained in Section 2(a) to the contrary notwithstanding, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act pursuant to Section 2(a) except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to this Section 2(a)2, the Company may include in such registration any Primary Shares or Other Shares; provided, however, that that, if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and and/or Other Shares proposed to be included in such registration would materially interfere with the successful marketing (including pricing) of all the Registrable Shares proposed to be included in such securitiesregistration, then the number of Registrable Shares, Primary Shares and and/or Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the all Registrable Shares held by the Purchasers requesting that their Registrable Shares requested to be included in such registration by the Shareholders who requested such registration pursuant to Section 2(a), pro rata among such requesting Shareholders based upon on the number of Restricted Securities owned Registrable Shares requested by each such Purchaser at the time of such registrationrequesting Shareholder to be so registered;
(B) second, all Registrable Shares requested to be included in such registration by the other Shareholders who requested the inclusion of their Registrable Shares in such registration pursuant to Section 3, pro rata among all such Shareholders based on the number of Registrable Shares requested by each such Shareholder to be so registered;
(C) third, the Primary Shares; and
(CD) thirdfourth, the Other Shares.;
(cii) A at any time before the Registration Statement covering Registrable Shares becomes effective, the Shareholder or group of Shareholders which requested registration under this Section 2 may be rescinded prior to such registration being declared effective by pursuant to Section 2(a) may request that the Commission by written notice Company withdraw or not file the Registration Statement; and
(iii) the Company may, at its sole option, elect to satisfy a request for a Registration pursuant to Section 2(a) on Form S-2 or Form S-3 promulgated under the Securities Act (or any successor forms thereto), if use of any such forms are then available to the Company from CVCACompany; providedprovided that, however, that such rescinded if the proposed registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A2(a) of clause (i) of subsection (b) above if involves an underwritten public offering, the Company shall have been reimbursed (pro rata include in such registration statement such additional information as reasonably requested by the Purchasers requesting registration Shareholders and/or such underwriter (whether or in not such other proportion information is required by Form S-2 or S-3, as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registrationapplicable).
Appears in 2 contracts
Sources: Registration Rights Agreement (Greenfield Online Inc), Stock Purchase and Redemption Agreement (Greenfield Online Inc)
Required Registration. (a) If On or prior to each Filing Date, the Corporation shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The number of Registrable Securities that the Corporation will include in the Initial Registration Statement shall cover the Initial Required Registration Amount, which is 125% of the maximum number of shares of Common Stock issuable upon conversion of the Notes at any time the Company initial conversion price thereof, all subject to adjustment as provided in Section 2(c). Each Registration Statement filed hereunder shall be requested on Form S-3 (except if the Corporation is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on Form S-1 or another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by CVCA at least a Majority in Interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to effect the registration terms of this Agreement, the Corporation shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act of Registrable Sharesas promptly as possible after the filing thereof, it but in any event no later than the applicable Effectiveness Date, and shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best commercially reasonable efforts to effect keep such registration Registration Statement continuously effective under the Securities Act until the earlier of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstanding, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one date that all Registrable Securities covered by such Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the no longer constitute Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 Securities or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness two year anniversary of any Registration Statement for a period of up to 90 days after the date of this Agreement (the “Effectiveness Period”). The Corporation shall telephonically request effectiveness of a request for registration pursuant to Section 2(a) if at the time Registration Statement as of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration.5:00 p.m. Eastern
Appears in 2 contracts
Sources: Share Exchange Agreement (DPW Holdings, Inc.), Share Exchange Agreement (Avalanche International, Corp.)
Required Registration. (a) If Subject to the provisions of this Section 15, at any time after the exercise in full of all of the Warrants, the holders of not less than eighty percent (80%) of the Warrant Stock may make a written request to the Company shall be requested by CVCA to requesting that the Company register the Warrant Stock with the Securities and Exchange Commission (the "Commission") under the Act and effect the registration or qualification or filing for exemption under the Securities Act and applicable state law of Registrable Sharessuch Warrant Stock, it and the Company shall promptly give written notice to the other Purchasers each holder of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery Warrant Stock of any such notice by the Company, of the other Purchasers to include in such a proposed registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company or qualification or filing for exemption and shall, subject to the further conditions of this Section 2(b) below15, promptly as expeditiously as possible, endeavor, in good faith, to use its best efforts to effect any such registration under the Securities Act or qualification or filing for exemption for all of the Registrable Shares which Warrant Stock owned by the holders thereof who shall have advised the Company has been so requested in writing within 30 days after the giving of such written notice by the Company of their desire to registerhave their Warrant Stock registered or qualified or exempted, and the Company will keep effective such registration, qualification, exemption, notification or approval for such period, not to exceed nine months, as may be necessary to effect sales or disposition of the Warrant Stock.
(b) Anything contained in Section 2(a) to the contrary notwithstanding, the The Company shall not be obligated required to register, qualify, file or effect any registration, qualification or exemption of the Warrant Stock pursuant to Section 2(asubparagraph (a) any registration under the Securities Act except in accordance with the following provisionsabove:
(1) at any time after the fifth anniversary of the Closing Date;
(2) on more than one occasion;
(3) as to Warrant Stock sold or otherwise disposed of in any manner to a person which, by virtue of the terms of this Agreement, is not entitled to the rights provided by this Section 15; or
(4) as to Warrant Stock eligible for sale pursuant to Rule 144 under the Act, or any similar rule that may hereafter be adopted.
(c) If at any time or from time to time during the effectiveness of a registration statement filed pursuant to subparagraph (a) above (the "Registration Statement"), the Company is engaged in or proposes to engage in (i) a registered public offering of securities of the Company or (ii) any other activity which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by offers or sales of the Warrant Stock pursuant to the Registration Statement to the detriment of the Company, then the holders of the Warrant Stock shall, upon the written request of the Company, cease making offers and sales of the Warrant Stock pursuant to the Registration Statement (including sales pursuant to Rule 144 under the Act) for the period of time specified by the Company, which period shall not (i) in the case of a registered public offering, exceed the period beginning ten days prior to the effective date of the registration statement relating to such offering and ending 180 days after such effective date, and (ii) in case of any other activity, exceed the period beginning ten days prior to, and ending 180 days after, the date of commencement of such other activity. Each holder of Warrant Stock agrees to enter into such further agreements with the Company or any underwriter of securities of the Company deemed necessary by the Company or any such underwriter to carry out the purposes of this subparagraph (c). The period of time that the Company is obligated to maintain the effectiveness of the Registration Statement hereunder shall be tolled during the period holders of the Warrant Stock must cease making offers and sales of the Warrant Stock pursuant to the Company's request under this subparagraph (c).
(d) In connection with the registration of the Warrant Stock pursuant to this Section 15, each holder of the Warrant Stock whose shares are bemg registered shall furnish the Company with information concerning such holder and the proposed sale or distribution as shall be required for use in the preparation of the Registration Statement and related applications. The Company shall not be obligated required to use its best efforts to file register, or maintain the effectiveness of any registration of, Warrant Stock under the Act or the securities or blue sky laws of any states unless and cause until the holder of such Warrant Stock furnishes to become effective the Company such information regarding such holder and its Warrant Stock and the intended method of disposition of such Warrant Stock as the Company may reasonably request in order to satisfy the requirements applicable to such registration.
(Ae) more than one Registration Statement initiated pursuant Notwithstanding anything to the contrary in subparagraphs (a) or (b) of this Section 2(a15, the Company shall in no event be obligated to qualify to do business in any jurisdiction where it is not so qualified or to take any action that would subject it to taxation or to service of process in any state where it is not otherwise subject to such taxation or service of process.
(f) All expenses, disbursements and fees (providedincluding, that if without limitation, fees and expenses of counsel, auditing fees, printing expenses, registration and filing fees and blue sky fees and expenses, but excluding any underwriting discounts or commissions) incurred in connection with the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% Company of any shares for any holder of the Registrable Shares requested to be included in the registration pursuant to Section 2(aWarrant Stock under subparagraph (a) as a result of an underwriter's cutback, then an additional registration above shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held borne by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other SharesCompany.
(cg) A requested registration The rights and obligations of the Warrantholders under this Section 2 15 may not be rescinded assigned or transferred to any person without the prior to such registration being declared effective by written consent of the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registrationCompany.
Appears in 2 contracts
Sources: Warrant Purchase Agreement (Parallel Petroleum Corp), Warrant Purchase Agreement (Parallel Petroleum Corp)
Required Registration. If on any one occasion after the first annual anniversary of the Effective Date and before the fifth annual anniversary of the Effective Date, one or more of the Holders holding at least sixty percent (a60%) If at any time of the Registrable Securities then held by all of the Holders shall notify the Company shall in writing that he or they intend to offer or cause to be requested by CVCA offered for public sale all or any portion of his or their Registrable Securities having an aggregate proposed offering price of not less than $750,000.00, the Company will notify all of the Holders of Registrable Securities who would be entitled to effect the notice of a proposed registration under the Securities Act of Registrable Shares, it shall promptly give written notice to the other Purchasers paragraph 7(a) above of its requirement to so register receipt of such Registrable Shares and, upon notification from such Holder or Holders. Upon the written request, request of any such Holder delivered to the Company within 30 15 days after delivery of any such notice by the Company, Company of the other Purchasers such notification pursuant to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration)Section 10 hereof, the Company shall, subject to Section 2(b) below, promptly will use its best efforts to effect cause such registration of the Registrable Securities as may be requested by any Holders (including the Holder or Holders giving the initial notice of intent to register hereunder) to be registered under the Securities Act in accordance with the terms of this paragraph 7(b), which registration may be under any form of registration statement eligible for use by the Company for such purpose. All expenses of such registration and offering shall be borne by the Company, except the reasonable fees and expenses of counsel for the Holders and selling discounts and commissions, if any. If the Company shall furnish to the Holders requesting a registration statement under this 7(b) a certificate signed by the President of the Registrable Shares which Company stating that, in the good faith judgment of the Board of Directors, it would not be in the best interests of the Company has been so requested and its stockholders generally for such registration statement to register.
(b) Anything contained in Section 2(a) to the contrary notwithstandingbe filed, the Company shall not be obligated have the right to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement defer such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to not more than 90 days after the date receipt of a the request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Sharesregistration; provided, however, that the Company may not utilize this right to defer more than once in any twelve-month period. The Company shall not be required to cause a registration statement requested pursuant to this paragraph 7(b) to become effective prior to 90 days following the effective date of a registration statement initiated by the Company, if the managing underwriter advises request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Holders of Registrable Securities to the effect that the inclusion Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to under the Company from CVCASecurities Act is applicable); provided, however, that the Company shall use its best efforts to achieve such rescinded registration shall not count as a registration initiated effectiveness promptly following such 90-day period if the request pursuant to this Section 2 paragraph 7(b) has been made prior to the expiration of such 90-day period. If so requested by any Holder in connection with a registration under this paragraph, the Company shall take such steps as are required to register such Holder's Registrable Securities for purposes sale on a delayed or continuous basis under Rule 415, and also take such steps as are required to keep any registration effective until the earlier of subclause (A) of clause (i) all of subsection such Holder's Registrable Securities registered thereunder are sold, (bii) above the Registration Securities are eligible for sale pursuant to Rule 144, or (iii) nine months from the effective date of the Registration Statement covering such registerable securities. The obligation of the Company hereunder shall be deemed satisfied only when a registration statement covering all shares of Registrable Securities specified in notices received as aforesaid shall have become effective and, if the method of disposition is a firm commitment underwritten public offering, all such shares have been sold pursuant thereto. In connection with such a firm commitment underwriting, the Company shall have been reimbursed (pro rata the right to include in the registration statement therefor shares of Common Stock to be offered and sold for the account of the Company; provided, however, that no Registrable Shares shall be excluded from such registration and underwriting by reason of the Purchasers requesting registration or inclusion of any securities for the Company's account. If the method of disposition is an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to approval of the holders of a majority of the Registrable Securities to be sold in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registrationoffering, which approval shall not be unreasonably withheld or delayed.
Appears in 2 contracts
Sources: Underwriter's Unit Purchase Warrant (Pacific Biometrics Inc), Warrant Agreement (Pacific Biometrics Inc)
Required Registration. (a) If The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission a Registration Statement covering the resale of all of the Registrable Securities (the “Initial Registration Statement”); provided that the Initial Registration Statement shall register for resale at any time least the number of Common Shares equal to 125% of the sum of (i) the maximum number of Common Shares issuable upon conversion of the Note at the initial conversion price thereof and (ii) the maximum number of Common Shares issuable upon exercise of the Warrant (the “Initial Required Registration Amount”). Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by Holders of a majority of the outstanding Registrable Securities) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall cause each Registration Statement filed under this Agreement to be requested by CVCA to effect the registration declared effective under the Securities Act of Registrable Sharesas promptly as possible after the filing thereof, it but in any event no later than the applicable Effectiveness Deadline, and shall promptly give written notice to the other Purchasers of its requirement to so register keep such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration Registration Statement continuously effective under the Securities Act until the earlier of (i) the date that all Registrable Securities covered by such Registration Statement no longer constitute Registrable Securities or (ii) the two year anniversary of the Registrable Shares which date of this Agreement (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company has been telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so requested notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to registerfile a final Prospectus as foresaid shall be deemed an Event under Section 2(d).
(b) Anything contained Notwithstanding the registration obligations set forth in Section 2(a) to ), if the contrary notwithstandingCommission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall not be obligated agrees to effect pursuant to Section 2(a) any registration under promptly inform each of the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to Holders thereof and use its reasonable best efforts to file and cause amendments to become effective (A) more than one the Initial Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration required by the Purchasers); provided howeverCommission, that if covering the Purchasers were unable to sell at least 90% maximum number of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares permitted to be registered thereunderby the Commission, whether held by CVCA on Form S-3 or otherssuch other form available to register for resale the Registrable Securities as a secondary offering, shall be less than $5 million;
(ii) subject to the Company may delay the filing or effectiveness provisions of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction2(e); and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares filing on Form S-3 or Other Sharesother appropriate form; provided, however, that if the managing underwriter advises prior to filing such amendment, the Company that shall be obligated to use diligent efforts to advocate with the inclusion Commission for the registration of all of the Registrable Shares, Primary Shares and Other Shares proposed to be included Securities in such registration would interfere accordance with the successful marketing (SEC Guidance, including pricing) without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding the obligations of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) firstCompany under this Section 2(b), the Registrable Shares held by provisions of Section 2(d) shall apply with respect to the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon payment of the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other SharesLiquidated Damages.
(c) A requested Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration under this Section 2 of all or a greater portion of Registrable Securities), unless otherwise (i) directed in writing by a Holder as to its Registrable Securities, or (ii) directed by the Commission as to the limitations or restrictions that it would require, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows:
a. First, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder;
b. Second, the Company shall reduce or eliminate Registrable Securities contemplated by clause (c) of the definition of Registrable Securities (applied, in the case that only some such Registrable Securities may be rescinded registered, to the Holders on a pro rata basis based on the total number of such unregistered Registrable Securities held by such Holders); and
c. Third, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that only some such Registrable Securities may be registered, to the Holders on a pro rata basis based on the total number of such unregistered Registrable Securities held by such Holders); and
d. Fourth, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such ▇▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, or determines to file an additional Registration Statement, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, as a result of any cutback of Registrable Securities of the Holders or any Registrable Securities not included in the Initial Registration Statement. In any additional Registration Statement filed because of a cutback in the number of Registrable Securities included in the Initial Registration Statement, all holders of Common Shares included in such additional Registration Statement shall be subject to any additional cutbacks that may be required by the Commission on a pro rata basis.
(d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Deadline, or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such registration being Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) a Registration Statement registering for resale all of the Initial Required Registration Amount is not declared effective by the Commission by written notice the Effectiveness Deadline of the Initial Registration Statement, or (iv) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iii), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iv) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date until the applicable Event is cured, the Company shall pay to Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of (1) 2.00% multiplied by (2) the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for all Registrable Securities that are then not covered by a Registration Statement that is then effective and available for use by such Holder (the “Liquidated Damages”). The parties agree that notwithstanding anything to the contrary herein or in the Purchase Agreement, no liquidated damages shall be payable due to any Holder’s actions that delay or prevent the Company from CVCA; providedperforming its obligations under this Agreement. The Liquidated Damages shall accrue pursuant to the terms hereof on a daily pro rata basis for any portion of a month prior to the cure of an Event. Further, howeveramounts payable as Liquidated Damages to each Holder hereunder with respect to each share of Registrable Securities shall cease when the Purchaser no longer holds such shares of Registrable Securities. No Event shall be deemed to occur or continue if such Registration Event is caused by delays which are solely attributable to (i) the failure of a Holder to timely advise the Company of any information regarding such Holder for inclusion in the Registration Statement, but any such failure shall apply only to that such rescinded registration particular Holder, or (ii) the resolution of comments from the Commission pertaining to the Holders. For the purposes of clarity, it is hereby agreed that Liquidated Damages shall not count accrue during, and none shall be due as a result of, any period not to exceed (i) five (5) consecutive days or (ii) ten (10) days in total during any twelve month period (such periods, an “Allowed Delay”) during which the Prospectus included in any Registration Statement contemplated by this Registration Rights Agreement is suspended or otherwise unavailable.
(e) If Form S-3 is not available for the registration initiated pursuant of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to this Section 2 for purposes register the Registrable Securities on Form S-3 as soon as such form is available, if at all, during the Effectiveness Period; provided that the Company shall only be required to maintain the effectiveness of subclause the Registration Statement then in effect until the earlier of (A) of clause (i) of subsection (b) above if such time as a Registration Statement on Form S-3 covering the Company shall have Registrable Securities has been reimbursed (pro rata declared effective by the Purchasers requesting registration Commission or in such other proportion as they may agree(B) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registrationexpiration of the Effectiveness Period.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Adven Inc.), Securities Purchase Agreement (Adven Inc.)
Required Registration. (a) If After receipt of a written request from the --------------------- Holders of Registrable Securities requesting that Company effect a registration under the Securities Act covering at any time least 20% of the Registrable Securities initially outstanding, and specifying the intended method or methods of disposition thereof, Company shall be requested promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 may elect (by CVCA written notice sent to Company within 10 Business Days from the date of such Holder's receipt of the aforementioned Company's notice) to have Registrable Securities included in such registration thereof pursuant to this Section 2, provided, however, that no Holder will deliver a request for a demand registration during the six (6) month period following the effective date of a Registration Statement filed in respect of a previous demand registration. Thereupon Company shall, as expeditiously as is possible and at its expense, use its best efforts to effect the registration under the Securities Act of all shares of Registrable SharesSecurities which Company has been so requested to register by such Holders for sale, it shall promptly give written notice all to the other Purchasers extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of its requirement the Registrable Securities so registered; provided, -------- however, that Company shall not be required to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery effect more than two (2) ------- registrations of any such notice by Registrable Securities pursuant to this Section 2 for the CompanyPurchaser, of unless Company shall be eligible at any time to file a registration statement on Form S-3 (or other comparable short form) under the other Purchasers to include Securities Act, in such registration Registrable Shares (which request event there shall specify be no limit on the number of such registrations pursuant to this Section 2. The rights of the Holders under this Section 2 shall be effective immediately after the date hereof. If the managing underwriter shall determine that it cannot register all of the Registrable Shares proposed Securities in any registration of Registrable Securities shall have priority over any other securities requested to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstanding, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration.
Appears in 2 contracts
Sources: Registration Rights Agreement (College Television Network Inc), Registration Rights Agreement (Stein Avy H)
Required Registration. (a) If If, at any time following the third-year anniversary of the date hereof, the Company shall be requested in writing (an “Initiating Request”) by CVCA the Registrable Holders to effect the registration under the Securities Act of an offering of Registrable SharesShares (a “Demand Registration”), it then the Company shall, subject to Sections 5.1(b), (c) and (d) below, promptly use its reasonable best efforts to effect a registration under the Securities Act of an offering of all the Registrable Shares that the Company has been requested pursuant to such Initiating Request and in any Inclusion Request (as hereinafter defined) to register for sale in accordance with this Section 5.1(a) and with the method of distribution specified in the Initiating Request. The Company shall promptly give written notice to all Stockholders (a “Registration Request Notice”) of the other Purchasers of its Company’s requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within offering. The Stockholders shall have 30 days after delivery of any such notice by a Registration Request Notice to deliver to the Company, of Company a request in writing (an “Inclusion Request”) that the other Purchasers to Company include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included of all Stockholders so specified in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to registerInclusion Request.
(b) Anything contained in Section 2(aSections 5.1(a) to the contrary notwithstanding, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 120 days after the date of that the Registrable Holders make a request for registration pursuant to Section 2(a) Demand Registration, if at the time of such request Demand Registration: (i) any other registration statement (other than on Form S-4 or Form S-8) pursuant to which equity Securities of the Company are to be or were offered and sold has been filed and not withdrawn or has been declared effective within the prior ninety (90) days (180 days in the case of the Initial Public Offering); or (ii) the Board determines in good faith that (A) it is engaged in possession of material, non-public information concerning pending or threatened litigation and disclosure of such information would jeopardize such litigation or otherwise materially harm the Company or (B) a Material TransactionTransaction that has not been publicly disclosed is reasonably likely to occur; andprovided, however, that the Company may not utilize this right more than once in any twelve-month period.
(iiic) with With respect to any registration pursuant to Section 2(a5.1(a), the Company may include in such registration any other Registrable Shares, Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with materially adversely affect the successful marketing offering and sale (including pricing) of all such securitiesSecurities, then the number of Registrable Shares, Primary Shares Shares, and Other Shares proposed to be included in such registration shall be included in the following order:
(Ai) first, the Registrable Shares held owned by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a)Stockholders, pro rata based upon the number of Restricted Securities Registrable Shares owned by each such Purchaser Stockholder at the time of such registration;
(Bii) second, the Primary Shares; and
(Ciii) third, the Other Shares.
(cd) A requested Subject to paragraphs (f) and (g), the Company shall not be required pursuant to Section 5.1(a) to effect more than one (1) registration under this Section 2 may of an offering of Registrable Shares on Form S-1.
(e) If any offering pursuant to a Demand Registration involves an underwritten offering, the Registrable Holders shall select the managing underwriter or underwriters to administer the offering, which managing underwriters shall be rescinded prior to such registration being declared effective by a firm of nationally recognized standing.
(f) Any Stockholder initiating or requesting the Commission inclusion of Registrable Shares in a Demand Registration may, by written notice to the Company from CVCAdelivered prior to the effectiveness of the Registration Statement, withdraw its request to have its Registrable Shares included in such Demand Registration. In the event that either: (i) the conditions to closing specified in an underwriting agreement to which the Company is a party with respect to a Demand Registration are not satisfied or waived; providedor (ii) any Registration Statement filed pursuant to this Section 5.1(a) is not declared effective for any reason, however, that then in each such rescinded case such registration shall not count as be deemed a Demand Registration for purposes of this Section 5.1(a).
(g) The Registrable Holders that own a majority of the Registrable Shares requested to be included in a Registration Statement pursuant to this Section 5.1(a) shall have the right to terminate or withdraw any registration initiated pursuant to this Section 2 5.1(a) by written notice to the Company delivered prior to the effectiveness of such Registration Statement and such withdrawn registration shall not be deemed a Demand Registration for purposes of subclause (Athis Section 5.1(a) if such Registrable Holders within 30 days after the delivery of clause (i) of subsection (b) above if such written notice fully reimburse the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket costs, fees and expenses incurred by the Company (including legal fees) in connection with such rescinded withdrawn registration...
Appears in 2 contracts
Sources: Stockholders’ Agreement (Pliant Corp), Stockholders’ Agreement (Pliant Corp)
Required Registration. (a) If If, at any time following the third-year anniversary of the date hereof, the Company shall be requested in writing (an “Initiating Request”) by CVCA the Registrable Holders to effect the registration under the Securities Act of an offering of Registrable SharesShares (a “Demand Registration”), it then the Company shall, subject to Sections 5.1(b), (c) and (d) below, promptly use its reasonable best efforts to effect a registration under the Securities Act of an offering of all the Registrable Shares that the Company has been requested pursuant to such Initiating Request and in any Inclusion Request (as hereinafter defined) for sale in accordance with this Section 5.1(a) and with the method of distribution specified in the Initiating Request. The Company shall promptly give written notice to all Stockholders (a “Registration Request Notice”) of the other Purchasers of its Company’s requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within offering. The Stockholders shall have 30 days after delivery of any such notice by a Registration Request Notice to deliver to the Company, of Company a request in writing (an “Inclusion Request”) that the other Purchasers to Company include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included of all Stockholders so specified in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to registerInclusion Request.
(b) Anything contained in Section 2(a5.1(a) to the contrary notwithstanding, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 120 days after the date of a request for registration pursuant to Section 2(a) that the Registrable Holders make an Initiating Request, if at the time of such request Initiating Request: (i) any other registration statement (other than on Form S-4 or Form S-8) pursuant to which equity Securities of the Company are to be or were offered and sold has been filed and not withdrawn or has been declared effective within the prior ninety (90) days (180 days in the case of the Initial Public Offering); or (ii) the Board determines in good faith that (A) it is engaged in possession of material, non-public information concerning pending or threatened litigation and disclosure of such information would jeopardize such litigation or otherwise materially harm the Company or (B) a Material TransactionTransaction that has not been publicly disclosed is reasonably likely to occur; andprovided, however, that the Company may not utilize this right more than once in any twelve-month period.
(iiic) with With respect to any registration pursuant to Section 2(a5.1(a), the Company may include in such registration any other Registrable Shares, Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with materially adversely affect the successful marketing offering and sale (including pricing) of all such securitiesSecurities, then the number of Registrable Shares, Primary Shares Shares, and Other Shares proposed to be included in such registration shall be included in the following order:
(Ai) first, the Registrable Shares held owned by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a)Stockholders, pro rata based upon the number of Restricted Securities Registrable Shares owned by each such Purchaser Stockholder at the time of such registration;
(Bii) second, the Primary Shares; and
(Ciii) third, the Other Shares.
(cd) A requested Subject to paragraphs (f) and (g), the Company shall not be required pursuant to Section 5.1(a) to effect more than one (1) registration under this Section 2 may of an offering of Registrable Shares on Form S-1.
(e) If any offering pursuant to a Demand Registration involves an underwritten offering, the Registrable Holders shall select the managing underwriter or underwriters to administer the offering, which managing underwriters shall be rescinded prior to such registration being declared effective by a firm of nationally recognized standing.
(f) Any Stockholder initiating or requesting the Commission inclusion of Registrable Shares in a Demand Registration may, by written notice to the Company from CVCAdelivered prior to the effectiveness of the Registration Statement, withdraw its request to have its Registrable Shares included in such Demand Registration. In the event that either: (i) the conditions to closing specified in an underwriting agreement to which the Company is a party with respect to a Demand Registration are not satisfied or waived; providedor (ii) any Registration Statement filed pursuant to this Section 5.1(a) is not declared effective for any reason, however, that then in each such rescinded case such registration shall not count as be deemed a Demand Registration for purposes of this Section 5.1(a).
(g) The Registrable Holders that own a majority of the Registrable Shares requested to be included in a Registration Statement pursuant to this Section 5.1(a) shall have the right to terminate or withdraw any registration initiated pursuant to this Section 2 5.1(a) by written notice to the Company delivered prior to the effectiveness of such Registration Statement and such withdrawn registration shall not be deemed a Demand Registration for purposes of subclause (Athis Section 5.1(a) if such Registrable Holders within 30 days after the delivery of clause (i) of subsection (b) above if such written notice fully reimburse the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket costs, fees and expenses incurred by the Company (including legal fees) in connection with such rescinded withdrawn registration.
Appears in 2 contracts
Sources: Stockholders’ Agreement (Pliant Corp), Stockholders' Agreement (Pliant Corpororation)
Required Registration. (a) If at any time the The Company shall be requested by CVCA to effect the registration under the Securities Act of Registrable Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect prepare and as promptly as possible after the date of issuance of any Shares pursuant to the terms of the Purchase Agreement, but in any event not later than ninety (90) days from the issuance of such registration Shares (the "Required Filing Date"), cause a Registration Statement to be declared effective under the Securities Act of (the Registrable Shares which "Required Registration Statement"). The Company agrees to include in the Required Registration Statement all information that the Purchaser shall reasonably request. If the Company has been so requested fails to register.
(b) Anything contained in Section 2(a) to file the contrary notwithstandingRequired Registration Statement or if the Registration Statement is not effective within the periods set forth above, the Company shall not be obligated pay the Purchaser an amount per month equal to effect one and one-half percent (1.5%) of the premium for which such Shares were issued at the beginning of each thirty (30) day period following the Registration Period in immediately available federal funds by wire transfer to an account Purchaser designates to the Company. Notwithstanding anything in this Agreement to the contrary, to the extent that the Company issues Shares on more than one date of issuance to the Purchaser pursuant to Section 2(a) any registration under the Securities Act except in accordance terms of the Purchase Agreement, the terms of this Agreement shall apply to each such issuance of Shares and the periods set forth above shall commence with respect to each such issuance of Shares from the following provisions:
(i) the date on which each such issuance occurs. The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one keep the Required Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared continuously effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up two (2) years after the Registration Statement first becomes effective, plus the number of days during which such Registration Statement was not effective or usable pursuant to 90 2.3(e) or 2.3(i), or such shorter period as will terminate when all of the Registrable Securities covered by the Required Registration Statement have been disposed of in accordance with the Required Registration Statement or have otherwise ceased to be Registrable Securities. In the event the Company shall give any notice pursuant to Sections 2.3(e) or 2.3(i), the additional time period mentioned in this Section 2.1 during which the Required Registration Statement is to remain effective shall be extended by the number of days after during the period from and including the date of a request for registration the giving of such notice pursuant to Section 2(aSections 2.3(e) if at or 2.3(i) to and including the time of such request date the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held Purchaser covered by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company Registration Statement shall have been reimbursed (pro rata received the copies of the supplemented or amended prospectus contemplated by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registrationSections 2.3(e).
Appears in 1 contract
Sources: Registration Rights Agreement (Northern Oil & Gas, Inc.)
Required Registration. (a) If at any time Within 180 days after the Completion Date, in accordance with the Securities Act and the rules and regulations of the Commission, the Company shall be requested by CVCA to effect prepare and file with the Commission a registration statement under the Securities Act on an appropriate form, covering the Consideration Shares and the intended methods of Registrable Sharesdistribution by the Vendors and shall use its commercially reasonable efforts to cause such registration statement to become effective as soon as practicable and to remain effective until the earlier to occur of the date (i) the Consideration Shares covered thereby have been sold, it shall promptly give written notice to the other Purchasers or (ii) by which each Vendor may sell all of its requirement or his Consideration Shares covered thereby within a three-month period under Rule 144 promulgated under the Securities Act. For purposes of this Section 2(a) and Section 9, the Consideration Shares of each Vendor shall be deemed to so register include the Consideration Shares of each other Vendor that such Registrable Vendor would be required under any provision of Rule 144 (other than paragraph (e)(3)(vi) thereof) to aggregate with its or his Consideration Shares andfor purposes of the volume limitations of Rule 144. In the event that any public offering pursuant to this Agreement shall involve, upon the written requestin whole or in part, delivered to an underwritten offering, the Company within 30 days after delivery shall have the right to designate an underwriter or underwriters as the lead or managing underwriters of any such notice by the Company, underwritten offering who shall be reasonably acceptable to Vendors owning a majority of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Consideration Shares proposed to be included in such registration)sold therein. Notwithstanding the foregoing, the Company shall, subject to Section 2(b) below, promptly use its best may delay in filing the registration statement and may withhold efforts to effect cause the registration statement to become effective if the Company determines in good faith that such registration under might (1) interfere with or affect the Securities Act negotiation or completion of any transaction or other material event that is being contemplated by the Company (whether or not a final decision has been made to undertake such transaction) at the time the right to delay is exercised, or (2) involve initial or continuing disclosure obligations that might not be in the best interest of the Registrable Shares which Company's stockholders. The Company may exercise such right to delay the Company has been so requested to registerfiling of the registration statement one time and may delay the filing of the registration statement for not more than ninety (90) days.
(b) Anything contained in Section 2(a) Following the effectiveness of a registration statement filed pursuant to the contrary notwithstandingthis section, the Company shall not be obligated to effect pursuant to Section 2(a) may, at any registration under time, suspend the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement effectiveness of such registration shall be deemed for up to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or as appropriate (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a"Suspension Period"), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written giving notice to the Company from CVCA; providedVendors, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed determined that the Company may be required to disclose in the registration statement (pro rata by and is not otherwise required at the Purchasers requesting registration time to disclose) any material corporate development which disclosure may have a material effect on the Company. Notwithstanding the foregoing, no more than two Suspension Periods may occur in any rolling 12-month period. The Company shall end any Suspension Period early if, and as promptly as practicable after, the corporate development giving rise thereto is disclosed or becomes immaterial. Upon receipt of any notice from the Company of a Suspension Period, the Vendors shall forthwith discontinue disposition of Consideration Shares until the end of the Suspension Period or the Vendors earlier (i) are advised in such other proportion as they may agree) for all out-of-pocket expenses incurred writing by the Company in connection with such rescinded registration.that the use of the applicable prospectus may be resumed, (ii) have received copies of a supplemental or amended prospectus, if applicable, and (iii) have received copies of any additional or
Appears in 1 contract
Required Registration. (ai) If at any time In addition to the registration permitted pursuant to Section 3(a), the Holders shall have the right after the expiration of the Pre-Demand Period to request in writing (a "Request") (which Request shall specify the Registrable Securities intended to be disposed of by such Holders and the intended method of distribution thereof) that the Company register such portion of such Holders' Registrable Securities as shall be requested specified in the Request (a "Demand Registration") by CVCA to effect filing with the SEC, as soon as practicable thereafter, but, not later than the 30th day (or the 45th day if the applicable registration under form is other than Form S-3) after the Securities Act receipt of Registrable Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice a Request by the Company, of the other Purchasers to include in a registration statement (a "Demand Registration Statement") covering such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration)Securities, and the Company shall, subject to Section 2(b) below, promptly shall use its best efforts to effect have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter, but in no event later than the 75th day (or the 90th day if the applicable registration under form is other than Form S-3) after the Securities Act receipt of such a Request, and to keep such Demand Registration Statement Continuously Effective for a period of at least 60 days following the date on which such Demand Registration Statement is declared effective, as extended by the length of any Suspension Period (as defined in Section 7) with respect thereto (or for such shorter period which will terminate when all of the Registrable Shares which the Company has Securities covered by such Demand Registration Statement shall have been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstandingsold pursuant thereto), the including, The Company shall not be obligated to effect more than three (3) Demand Registrations pursuant to Section 2(a) any registration under Requests. For purposes of the Securities Act except in accordance with the following provisions:
preceding sentence, a Demand Registration shall not be deemed to have been effected, (i) unless a Demand Registration Statement with respect thereto has become effective, (ii) if after such Demand Registration Statement has become effective, the offer, sale or distribution of Registrable Securities thereunder is prevented by any stop order, injunction or other order or requirement of the SEC or other Governmental Entity for any reason not attributable to any Holder and such effect is not thereafter eliminated, or (iii) if the conditions to closing specified in the underwriting agreement entered into in connection with such Registration are not satisfied or waived, other than by reason of a failure on the part of any Holder. If the Company shall not be obligated have complied with its obligations under this Agreement, a right to use its best efforts to file and cause to become effective (A) more than one a Demand Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration Section 3 shall be deemed to count have been satisfied upon the earlier of (x) the date as one demand registration by of which all of the Purchasers); provided howeverRegistrable Securities included therein shall have been sold to the underwriters or distributed pursuant to the Demand Registration Statement, that if and (y) the Purchasers were unable date as of which such Demand Registration shall have been Continuously Effective for a 60-day period or other period specified in the preceding paragraph following the effectiveness of such Demand Registration Statement. Any Request made pursuant to sell at least 90this Section 3(b) shall be addressed to the attention of the Secretary of the Company, and shall specify (a) the number of Registrable Securities to be Registered (which shall be not less than the lesser of (i) 5% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result total number of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed shares of Common Stock and not withdrawn or has been declared effective within the prior 90 days, Class B Common Stock outstanding or (Cii) any Registration Statement if the aggregate market value remaining balance of the Registrable Shares Securities then held by the Holders, provided that the aggregate public offering price of the Registrable Securities to be registered thereunder, whether held by CVCA or others, shall (based on the closing sale price of the Common Stock on 7 135 the last trading day prior to the delivery of a Request) would not be less than $5 500 million;), (b) the intended method of distribution thereof and (c) that the request is for a Demand Registration pursuant to this Section 3.1(b).
(ii) the The Company may delay the filing or effectiveness of any not include in a Demand Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at 3(b)(i)1 hereof shares of Common Stock for the time account of such request the Company is engaged in or any subsidiary of the Company, but, if and to the extent required by a Material Transaction; and
(iii) contractual obligation, may, subject to compliance with respect to any registration pursuant to Section 2(a3.1(b)(iii), include shares of Common Stock for the Company may include in such registration account of any Primary Shares or Other Sharesother Person who holds shares of Common Stock entitled to be included therein; provided, however, that if the managing underwriter advises Underwriters' Representative of any offering described in this Section 3(b) shall have informed the Company in writing that in its judgment there is a Maximum Number of shares of Common Stock that all Holders and any other Persons desiring to participate in such Registration may include in such offering, then the inclusion of Company shall include in such Demand Registration all Registrable Shares, Primary Shares and Other Shares proposed Securities requested to be included in such registration would interfere Registration by the Holders together with the successful marketing (including pricing) of all up to such securities, then the additional number of Registrable Shares, Primary Shares and Other Shares proposed shares of Common Stock that any other Persons entitled to participate in such Registration desire to include in such Registration up to the Maximum Number that the Underwriters' Representative has informed the Company may be included in such registration shall be included in Registration without materially and adversely affecting the following order:
(A) first, the Registrable Shares held by the Purchasers requesting success or pricing of such offering; provided that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each shares of Common Stock to be offered for the account of all such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or other Persons participating in such other proportion as they may agree) for all out-of-pocket expenses incurred Registration shall be reduced in a manner determined by the Company in its sole discretion.
(iii) No Holder may participate in any underwritten offering under Section 3 hereof and no other Person shall be permitted to participate in any such offering pursuant to Section 3(b) or Section 4 hereof unless it completes and executes all customary questionnaires, powers of attorney, custody agreements, underwriting agreements, and other customary documents required under the customary terms of such underwriting arrangements. In connection with such rescinded registrationany underwritten offering under Section 3 or Section 4 hereof, each participating Holder and the Company and, except in the case of Section 3(a) hereof, each other Person shall be a party to the underwriting agreement with the underwriters and may be required to make certain customary representations and warranties and provide certain customary indemnifications for the benefit of the underwriters; provided that the Holders shall not be required to make representations and warranties with respect to the Company and its subsidiaries or their business and operations and shall not be required to agree to any indemnity or contribution provisions less favorable to them than as are set forth herein.
Appears in 1 contract
Sources: Restructuring, Transfer and Separation Agreement (Dupont E I De Nemours & Co)
Required Registration. (a) If at any time Within 45 days from the Company shall be requested by CVCA to effect date of this Agreement (the registration under the Securities Act of Registrable Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration“Filing Date”), the Company shall, subject shall file with the Commission a registration statement on Form S-1 or such other form as may be appropriate in order to Section 2(b) below, promptly use its best efforts permit the Investors to effect such registration under publicly sell the Securities Act Shares. The date of this Agreement shall be the date of the Registrable Shares final closing through which the Company has been so requested Investors entered into the Stock Purchase Agreement with respect to registerthe Company’s current offering.
(b) Anything contained in Section 2(aIf: (i) the registration statement is not filed on or prior to the contrary notwithstandingFiling Date; or (ii) the Company fails to cause the registration statement to be declared effective by the Effective Date (any such failure or breach being referred to as an “Event,” and the date on which such Event occurs being referred to as the “Event Date”), then, until the applicable Event is cured, the Company shall pay to each Investor in cash or in shares of Common Stock at Fair Market Value at the Company’s option as liquidated damages and not as a penalty, an amount equal to 1.0% of the total amount invested by such Investor under each Stock Purchase Agreement for each 30 day period (prorated for partial periods) during which such Event continues uncured. While such Event continues, such liquidated damages shall be obligated to effect pursuant to Section 2(a) any registration under paid not less often than every 30 days. Any unpaid liquidated damages as of the Securities Act except in accordance with the following provisions:
(i) date when an Event has been cured by the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if paid within seven business days following the date on which such Event has been cured by the Company. Notwithstanding anything herein to the contrary, shall consummate a "shelf" to the extent that the registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of any or all of the Registrable Shares requested to be included in Securities by the Company on a registration pursuant to Section 2(astatement is prohibited (the “Non-Registered Shares”) as a result of an underwriter's cutbackrules, regulations, positions or releases issued or actions taken by the Commission (including its Division of Corporation Finance or any other part of its staff) pursuant to its authority with respect to Rule 415 (or successor rule) and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the Commission (including its Division of Corporation Finance or any other part of its staff), then an additional registration shall be added to the liquidated damages described in this Section 2(b)(i2(b) until shall not be applicable to such Non-Registered Shares. Notwithstanding the preceding, the foregoing condition is satisfied, (B) any Registration Statement liquidated damages shall not accrue or be otherwise charged during any period in which the Investor may sell all Shares on any other registration statement (other than on Form S-4 or Form S-8 promulgated given day under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other SharesRule 144.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration.
Appears in 1 contract
Sources: Registration Rights Agreement (Money4gold Holdings Inc)
Required Registration. (a) If at On any time date after 180 days following the Company Registration Date, if the Corporation shall be requested by CVCA the holders (other than Camelot Stockholders) of at least thirty percent (30%) (on a Common Stock equivalent basis) of the Restricted Shares then outstanding to effect the registration under the Securities Act of Registrable Shares, it the Corporation shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such the registration under the Securities Act of the Registrable Shares which the Company Corporation has been so requested to register.
(b) Anything contained in Section 2(a) to ; provided, however, that the contrary notwithstanding, the Company Corporation shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(ia) the Company Corporation shall not be obligated to use its best efforts to file and cause to become effective (Ai) more than one Registration Statement two registration statements initiated pursuant to this Section 2(a) (provided, that if the Company, shall consummate 2 under which a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% substantial portion of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfiedtherein have been effectively sold thereunder, (Bii) any Registration Statement registration statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, days or (Ciii) any Registration Statement if registration statement initiated pursuant to this Section 2 unless such registration statement relates to Registrable Shares having a minimum aggregate offering price of $10,000,000 (based on the aggregate then current market price or fair value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 millionCommon Stock);
(iib) the Company Corporation may delay the filing or effectiveness of any Registration Statement registration statement for a period of up to 90 days after the date of a request for registration pursuant to this Section 2(a) 2 if at the time of such request (i) the Company Corporation is engaged engaged, or has fixed plans to engage within 90 days of the time of such request, in a Material Transactionfirm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Corporation reasonably determines that such registration and offering would interfere with any material transaction involving the Corporation, as approved by the Board of Directors, provided that the Corporation may only so delay the filing or effectiveness of a registration statement once pursuant to clause (i) above and once pursuant to clause (ii) above; and
(iiic) with respect to any registration pursuant to this Section 2(a)2, the Company Corporation shall give notice of such registration to the Investors who do not request registration hereunder and to the holders of all Other Shares which are entitled to registration rights and the Corporation may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company Corporation that the inclusion of all Registrable Shares, Primary Shares and and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all the Registrable Shares proposed to be included in such securitiesregistration, then the number of Registrable Shares, Primary Shares and and/or Other Shares proposed to be included in such registration shall be included in the following order:
(Ai) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares requested to be included in such registration pursuant to Section 2(a)the demand right above (or, if necessary, such Registrable Shares pro rata among the holders thereof based upon the number of Restricted Securities owned Registrable Shares requested to be registered by each such Purchaser at the time of such registrationholder);
(Bii) second, the Primary Shares; and
(Ciii) third, the Other SharesShares that are entitled to registration rights and any Registrable Shares held by the Camelot Stockholders and the Petra/Harbinger Stockholders that are entitled to registration rights (or, if necessary, such Registrable Shares and Other Shares pro rata among the holders thereof based upon the number of such Registrable Shares and Other Shares requested to be registered by each such holder).
(cd) A If the method of disposition requested by the holders, pursuant to this Section 2, is an underwritten public offering, the majority of the holders of Registrable Shares to be included therein shall have the right to designate the managing underwriter of such offering, which underwriter shall be a top 15 investment bank as rated by Securities Data Corp. at the time of the request.
(e) At any time before the registration statement covering such Registrable Shares becomes effective, the holders of a majority of such Registrable Shares, may request the Corporation to withdraw or not to file the registration statement. In that event, if such request of withdrawal shall not have been caused by, or made in response to, the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Corporation, such holders shall have used one of their demand registration rights under this Section 2 may and the Corporation shall no longer be rescinded prior obligated to such registration being declared effective by the Commission by written notice register Registrable Shares pursuant to the Company from CVCA; provided, however, that exercise of such rescinded one registration shall not count as a registration initiated right pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if unless the Company remaining holders shall have been reimbursed (pro rata by pay to the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket Corporation the expenses incurred by the Company in connection with Corporation through the date of such rescinded registrationrequest.
Appears in 1 contract
Sources: Registration Rights Agreement (Providence Service Corp)
Required Registration. (a) If at At any time beginning six months after a registration statement covering an initial public offering of securities of the Company shall be requested by CVCA to effect the registration under the Securities Act shall have become effective, the holder or holders of Registrable SharesRegisterable Stock constituting at least 51% of the total shares of Registerable Stock then outstanding may request the Company to register under the Securities Act all or any portion of the shares of Registerable Stock held by such requesting holder or holders for sale in the manner specified in such notice. In addition, it shall promptly give written notice at any time after July 22, 1996, if a registration statement on Form S-1 or any successor thereto has not yet become effective, the holder or holders of Registerable Stock constituting at least 51% of the total shares of Registerable Stock then outstanding may request the Company to register under the Securities Act all or any portion of the shares of Registerable Stock held by such requesting holder or holders for sale in the manner specified in such notice. Notwithstanding anything to the other Purchasers contrary contained herein, no request may be made under this Section 3 within 120 days after the effective date of its requirement to so register such Registrable Shares and, upon the written request, delivered to a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Registerable Stock shall have been entitled to join pursuant to Sections 4 or 5 provided that there shall have been effectively registered all shares of Registerable Stock as to which registration shall have been requested.
(b) Following receipt of any notice under this Section 3, the Company shall notify all holders of Registerable Stock from whom notice has not been received and shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Registerable Stock specified in such notice (and in all notices received by the Company from other holders within 30 15 days after delivery the giving of any such notice by the Company, of the other Purchasers ). The Company shall be obligated to include in such registration Registrable Shares (which request register Registerable Stock pursuant to this Section 3 on two occasions only and shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect cause each such registration under the Securities Act of the Registrable Shares which the Company has been so Registration Statement to become effective whether or not all shares requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstandingbe registered can be included. However, the Company Company's obligation as to any required registration hereunder shall not be obligated to effect pursuant to Section 2(adeemed satisfied only if that registration statement has become effective, has remained effective for a period of 120 days (or such shorter period in which all securities registered have been sold) any registration under the Securities Act except and includes all shares of Registerable Stock specified in notices received as aforesaid, for sale in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration method of disposition specified by the Purchasers); provided howeverrequesting holders, that and, if the Purchasers were unable to sell at least 90% such method of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as disposition is a result of an underwriter's cutbackfirm commitment underwritten public offering, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shares shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration have been sold pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Sharesthereto.
(c) A requested The Company shall be entitled to include in any registration under statement referred to in this Section 2 may be rescinded prior to such registration being declared effective 3, for sale in accordance with the method of disposition specified by the Commission by written notice requesting holders, shares of Common Stock to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred be sold by the Company for its own account or for sale by others, except as and to the extent that, in connection with such rescinded registration.the opinion of the managing
Appears in 1 contract
Required Registration. Upon the receipt by the Company, from Investors holding at least fifty percent (a50%) If of the Common Shares (as defined in Section 16(h) below) held by all of the Investors, of a written request (the “Request”) for the registration of Common Shares owned by such Investors at any time and from time to time after the earlier of (i) six (6) months after the date on which the Company shall be requested by CVCA completes an initial public offering (the “Initial Offering”) of its capital stock pursuant to effect a registration statement filed with the registration Securities and Exchange Commission (“SEC”) under the Securities Act of Registrable Shares1933, it as amended (the “1933 Act”), and (ii) December 3 1, 2004, the Company shall prepare and file a registration statement under the 1933 Act covering the Common Shares which are the subject of the Request. The Company shall promptly give written notice to the other Purchasers all Investors of its requirement to so register such Registrable Shares andreceipt of a Request, upon the written request, delivered to and the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to shall include in such registration Registrable statement all other Common Shares which such Investors have requested to have included within twenty (which 20) days after such notice has been given by the Company. The Investors shall be entitled to two (2) registrations under this Section 1. In the event that the Investors delivering the Request determine for any reason (other than at the request shall specify the number or recommendation of Registrable Shares proposed to be included in such registration), the Company shallor the managing underwriters) not to proceed with a registration of Common Shares requested pursuant to this Section 1 at any time before the registration statement has been declared effective by the SEC, subject to Section 2(b) below, promptly use its best efforts to effect and such registration under statement, if theretofore filed with the Securities Act of SEC, is withdrawn with respect to the Registrable Common Shares which covered thereby, and such Investors agree to reimburse the Company has been so requested to register.
(b) Anything contained for the fees, costs and expenses incurred by it in Section 2(a) to connection therewith, then the contrary notwithstanding, the Company Investors shall not be obligated deemed to effect have exercised one (1) of their rights to require the Company to register Common Shares pursuant to this Section 2(a) any 1. If the Investors determine not to proceed with such a registration under upon the Securities Act except in accordance with the following provisions:
(i) written request or recommendation of the Company or the managing underwriters, the Investors shall not be obligated required to use reimburse the Company for its best efforts fees, costs and expenses and the Investors shall not be deemed to file and cause have exercised one (1) of their rights to become effective (A) more than one Registration Statement initiated pursuant require the Company to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration register Common Shares pursuant to this Agreement such registration Section 1. The Company shall be deemed to count as one demand registration by not, without the Purchasers); provided however, that if the Purchasers were unable to sell prior written consent of Investors holding at least 90% fifty percent (50%) of the Registrable Common Shares requested to be included in then held by all of the Investors, effect any registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement its securities (other than on Form S-4 or Form S-8 promulgated under S-8) from the Securities Act or any successor forms thereto date the Company receives a Request pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within this Section 1 until the prior 90 days, or earlier of (Ca) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
ninety (ii90) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of on which all securities covered by such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares Request have been sold or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if one hundred eighty (180) days after the Company shall have been reimbursed (pro rata by effective date of the Purchasers requesting registration or in statement covering such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registrationsecurities.
Appears in 1 contract
Sources: Registration Rights Agreement (IPC the Hospitalist Company, Inc.)
Required Registration. (a) If at At any time a Threshold Amount of Institutional Investors may, by written notice, request that the Company shall be requested by CVCA to effect the registration register under the Securities Act all or any portion of Registrable Shares, it shall promptly give written notice to the other Purchasers shares of its requirement to so register Restricted Shares held by such Registrable Shares andrequesting holders (or which would be held by such requesting holders, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, conversion of the other Purchasers to include Whitney V Shares or Golden Gate Shares owned by such requesting holders) for sale in the manner specified in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration)notice; provided, the Company shallhowever, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstanding, that the Company shall not be obligated to effect register Restricted Shares pursuant to such request: (i) subject to Section 3(a) below, during the period beginning 30 days prior to the filing, and ending on a date 90 days following the effective date, of a registration statement filed by the Company relating to an underwritten offering only of the Company's share capital (other than a registration statement for the Company's share capital which does not give rise to incidental registration rights pursuant to Section 2(a3(a) below) provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective; or (ii) if counsel to the Company opines in writing to the requesting holders that the filing of such a registration statement would require the disclosure of material non-public information about the Company that the Company is not otherwise required to disclose, the disclosure of which could have a material adverse effect on the business or financial condition of the Company, in which event no such registration statement need be filed until the earlier of the lapse of 60 days from the issuance of the opinion of Company counsel or such information is no longer required to be disclosed, is not material or non-public, or its disclosure would not have a material adverse effect on the business or financial condition of the Company; provided, however, that the Company may not exercise its right under this clause (ii) more than once in any 12-month period. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within 180 days after the effective date of a registration under statement filed by the Securities Act except Company covering a firm commitment underwritten public offering in accordance with which the following provisions:holders of Restricted Shares shall have been entitled to join pursuant to this Section 2 or Section 3 hereof and in which there shall have been effectively registered all shares of Restricted Shares as to which registration shall have been so requested.
(ib) Promptly following receipt of any notice under this Section 2, the Company shall immediately notify all other Institutional Investors and, in the case of an Initial Public Offering, the Other Shareholders, from whom notice has not be obligated to been received and shall file and use its best efforts to file have declared effective a registration statement under the Securities Act for the public sale, in accordance with the method of disposition specified in such notice from the requesting holders, of the number of shares of Restricted Shares specified in such notice (and cause in any notices received from other Institutional Investors, or, as the case may be, Other Shareholders, which are holders of Restricted Shares within 20 days after the date of such notice from the Company). If such method of disposition shall be an underwritten public offering, the Threshold Amount of the Institutional Investors may designate the managing underwriter of such offering, subject to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the approval of the Company, which approval shall consummate not be unreasonably withheld. The number of shares of Restricted Shares to be included in such an underwriting may be reduced (pro rata among all holders requesting, under this Section 2, to participate in such registration) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold therein. With respect to the preceding sentence, if the Company elects to reduce pro rata the amount of Restricted Shares proposed to be offered in the underwriting, for purposes of making any such reduction, each holder of Restricted Shares which is a "shelf" registration pursuant to this Agreement partnership, together with the affiliates, partners, employees, retired partners and retired employees of such registration holder, the estates and family members of any such partners, employees, retired partners and retired employees and of their spouses, and any trusts for the benefit of any of the foregoing persons shall be deemed to count be a single "person", and any pro rata reduction with respect to such "person" shall be based upon the aggregate number of shares of Restricted Shares owned by all entities and individuals included as one demand registration by such "person," as defined in this sentence (and the Purchasersaggregate number so allocated to such "person" shall be allocated among the entities and individuals included in such "person" in such manner as such holders of Restricted Shares may reasonably determine). The Company shall be obligated to register Restricted Shares pursuant to requests made under this Section 2 on two occasions only; provided provided, however, that as to any such occasion such obligation shall be deemed satisfied only when a registration statement covering all shares of Restricted Shares specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto.
(c) The Company shall be entitled to include in any registration statement referred to in this Section 2 for which the Purchasers were unable method of distribution is an underwritten public offering, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Shares to sell at least 90% be sold by the Company for its own account, except as and to the extent that, in the opinion of the Registrable managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Shares to be sold. Except in the case of an Initial Public Offering in Section 2(b), no securities shall be included in any registration statement referred to in this Section 2 without the prior written consent of the holders of a majority in interest of the Institutional Investors' Restricted Shares requested to be included in such registration. Except with respect to registration statements on Form S-8, the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until Company will not file with the foregoing condition is satisfied, (B) any Registration Statement during any period in which Commission any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant with respect to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunderits Common Shares, whether held by CVCA for its own account or othersthat of other shareholders, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after from the date of receipt of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers notice from requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated holders pursuant to this Section 2 for purposes until the completion of subclause (A) the period of clause (i) distribution of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registrationcontemplated thereby.
Appears in 1 contract
Sources: Registration Rights Agreement (Wh Holdings Cayman Islands LTD)
Required Registration. (a) If at any time In the event that the Stockholder Approval occurs, the Company shall be requested by CVCA to effect prepare and file with the Commission a registration statement under the Securities Act of Registrable Shares, it shall promptly give written notice with respect to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, resale of the other Purchasers to include in such registration Registrable Conversion Shares (which request and shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect cause such registration under statement to become effective promptly after filing. The registration statement with respect to the Securities Act of Conversion Shares shall be filed with the Registrable Shares which Commission within thirty (30) days after the Company has been so requested to registerStockholder Approval.
(b) Anything contained Except as provided in Section 2(a2.01(c) to the contrary notwithstandingof this Agreement, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if maintain the Company, shall consummate a "shelf" effectiveness of the registration statement filed pursuant to this Agreement Section 2.01 until such time as all Conversion Shares registered pursuant to the registration shall be deemed statement either have been transferred pursuant to count as one demand the registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested statement or are eligible to be included in the registration sold pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated Rule 144 under the Securities Act or without regard to any successor forms thereto restrictions pursuant to which Primary Rule 144(k). Each Holder shall provide written notice to the Company within fifteen (15) days after it has sold all of its Conversion Shares are registered pursuant to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or this Section 2.01.
(Cc) any Registration Statement if the aggregate market value The obligations of the Registrable Shares Company under this Section 2.01 are subject to be registered thereunder, whether held by CVCA or others, the condition that the Company shall be less than $5 million;
entitled to require the Holders to suspend for up to ninety (90) days once in any twelve month period the sale of Conversion Shares pursuant to a registration statement filed pursuant to this Section if (i) and for so long as the Board of Directors of the Company determines, in its reasonable judgment, that the sale of Conversion Shares pursuant thereto would materially interfere with any material financing, acquisition, corporate reorganization or other material transaction by the Company, (ii) the Company may delay promptly gives the filing or effectiveness Holders of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time Conversion Shares written notice of such request the Company is engaged in a Material Transaction; and
determination, and (iii) all other similarly situated shareholders shall also be subject to the same suspension. The Company shall have no obligation to maintain the effectiveness of a registration statement with respect to any registration pursuant Conversion Shares during periods when the Holders are required to suspend the sale of such Conversion Shares as provided in this Section 2(a2.01(c). As soon as practicable after the expiration of such periods, the Company may include in such shall amend its registration any Primary statement as necessary to permit the Holders to sell Conversion Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registrationstatement.
Appears in 1 contract
Required Registration. (a) If The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission the Initial Registration Statement; provided that the Initial Registration Statement shall register for resale at any time the lesser of: (x) the number of share Common Stock equal to 125% of the maximum number of shares of Common Stock issuable upon conversion of the Revolving Note at the initial conversion price thereof, and (y) the maximum number of shares of Common Stock allowable in the event the Commission informs the Company that all of the Registerable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement (the “Initial Required Registration Amount”) as well as the Warrant Shares. The Registration Statement filed hereunder shall be on Form S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1, in which case such registration shall be on another appropriate form in accordance herewith). Subject to the terms of this Agreement, the Company shall cause each Registration Statement required to be requested by CVCA filed under this Agreement to effect the registration be declared effective under the Securities Act of Registrable Shares, it as promptly as possible after the filing thereof and shall promptly give written notice to the other Purchasers of its requirement to so register keep such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration Registration Statements continuously effective under the Securities Act of until the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstanding, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
earlier of: (i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one date that all Registrable Securities covered by such Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the no longer constitute Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 daysSecurities, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness two year anniversary of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at this Agreement (the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a“Effectiveness Period”), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the . The Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion request effectiveness of a Registration Statement as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration.of 5:00 p.m. Eastern
Appears in 1 contract
Required Registration. (a) If at any time the The Company shall be requested by CVCA to effect prepare and file with the registration under Commission, on or before the Securities Act of Registrable Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 date that is 60 days after delivery the Effective Date, a registration statement on Form S-3 or, if not available, then on another applicable form, which may be a post-effective amendment to an existing registration statement of any such notice by the Company, for the purpose of effecting a Registration of the other Purchasers to include in such registration sale of one-half of the Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), Stock issued by the Company shallpursuant to Subsection 2.1(b) of the Merger Agreement The Company shall prepare and file with the Commission, subject on or before the date that is 425 days after the Effective Date, a registration statement on Form S-3 or, if not available, then on another applicable form, which may be a post-effective amendment to Section 2(ban existing registration statement of the Company, for the purpose of effecting a Registration of the sale of the second one-half of the Registrable Stock issued by the Company pursuant to Subsection 2.1(b) below, promptly of the Merger Agreement and any Shares issued pursuant to Sections 2.1(c) and 2.3 of the Merger Agreement. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities laws). The Company shall use its reasonable best efforts to keep such Registrations continuously effective until the earlier of (a) the second anniversary of the date hereof, (b) the date on which all Registrable Stock have been sold pursuant to such registration under statement or Rule 144 and (c) the Securities Act date on which all of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained Stock held by such Holder may be sold in Section 2(a) to the contrary notwithstandingany consecutive three month period in accordance with Rule 144; PROVIDED, HOWEVER, that the Company shall not be obligated to effect pursuant to Section 2(a) maintain the effectiveness of any registration Registration that is not effected under the Securities Act except Rule 415 for a period in accordance with the following provisions:
(i) excess of 90 days; PROVIDED, FURTHER, that the Company shall not be obligated to use its best efforts take any action to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (providedeffect any such Registration, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 qualification or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated compliance pursuant to this Section 2 for purposes in any particular jurisdiction in which the Company would be required to (x) execute a general consent to service of subclause process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction or (Ay) of clause (i) of subsection (b) above if qualify as a foreign corporation in any jurisdiction in which the Company is not then qualified. Notwithstanding the foregoing, the Company shall have been reimbursed the right (pro rata by the Purchasers requesting "SUSPENSION RIGHT") to suspend sales under any filed registration or in such other proportion as they may agree) for all outa period of not more than 120 days during any one-of-pocket expenses incurred by year period ending on December 31, if the Company furnishes to the Holders a certificate signed by an executive officer or any director of the Company stating that, in connection with such rescinded registrationthe good faith judgment of the Company, it would be unlawful for the Company or its stockholders to continue sales under the filed registration statement and therefore the Company has elected suspend sales under the filed registration statement.
Appears in 1 contract
Sources: Registration Rights Agreement (Homeseekers Com Inc)
Required Registration. (a) If at any time the The Company shall be requested by CVCA to effect the registration under the Securities Act of Registrable Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect prepare and as promptly as possible after the date hereof, but in any event not later than 30 days from the Closing Date (or, if such registration 30th day is not a Business Day, by the first Business Day thereafter) (the "Required Filing Date"), file a Registration Statement with the SEC (the "Required Registration Statement") and cause the Required Registration Statement to be declared effective under the Securities Act of within 90 days after the Registrable Shares which Closing Date (or, if such 90th day is not a Business Day, by the first Business Day thereafter). The Company agrees to include in the Required Registration Statement all information that the Designated Holders shall reasonably request. If the Company has been so requested fails to register.
(b) Anything contained in Section 2(a) to file the contrary notwithstandingRequired Registration Statement or if the Registration Statement is not effective within the periods set forth above, the Company shall not be obligated pay each Purchaser an amount per month equal to effect pursuant to Section 2(a) any registration under 1% of the Securities Act except aggregate purchase price paid by such Purchaser in accordance with the following provisions:
(i) Offering until such time as the Company makes such filing or causes the Registration Statement to become effective, as applicable. The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one keep the Required Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared continuously effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up two years after the Registration Statement first becomes effective, plus the number of days during which such Registration Statement was not effective or usable pursuant to 90 Sections 2.5(b), 2.6(e) or 2.6(i), or such shorter period as will terminate when all of the Registrable Securities covered by the Required Registration Statement have been disposed of in accordance with the Required Registration Statement or have otherwise ceased to be Registrable Securities. In the event the Company shall give any notice pursuant to Sections 2.6(e) or 2.6(i), the additional time period mentioned in this Section 2.1 during which the Required Registration Statement is to remain effective shall be extended by the number of days after during the period from and including the date of a request for registration the giving of such notice pursuant to Section 2(aSections 2.6(e) if at or 2.6(i) to and including the time date when each seller of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held Security covered by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company Registration Statement shall have been reimbursed (pro rata received the copies of the supplemented or amended prospectus contemplated by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registrationSections 2.6(e).
Appears in 1 contract
Sources: Registration Rights Agreement (Northern Oil & Gas, Inc.)
Required Registration. (a) If at any time the The Company shall be requested by CVCA to effect file with the registration under Commission and any applicable state securities authorities within fifteen (15) business days following the Securities Act of Registrable Shares, it shall promptly give written notice to Final Closing Date (the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration"FILING DATE"), the Company shall, subject to Section 2(b) below, promptly and use its best efforts to effect such registration cause to be declared effective by the Commission within one hundred twenty (120) business days following the Initial Closing Date (the "EFFECTIVE DATE"), a Registration Statement in order to register the Registrable Securities for resale and distribution under the Securities Act Act. The Registration Statement shall contain substantially the Plan of Distribution attached hereto as Exhibit A. The Registration Statement must be declared effective by the Commission not later than the Effective Date. The Company shall maintain the effectiveness of the Registration Statement until such time as all remaining Registrable Shares which Securities held by the Company has been so requested to register.
Holders may be sold without restriction under Rule 144(k) (bor successor rule) Anything contained in Section 2(a) to (the contrary notwithstanding"EFFECTIVENESS PERIOD"). If the Registration Statement is not filed with the Commission on or before the Filing Date (a "FILING DEFAULT"), the Company shall not be obligated pay liquidated damages to effect each Holder, from and including the day that the day following such Filing Default until the date that the Registration Statement is filed with the Commission, at a rate per month (or portion thereof) equal to 0.67% of the total purchase price of the Shares purchased by such Holder pursuant to Section 2(a) any registration under the Securities Act except in accordance with Purchase Agreement (the "DEFAULT RATE"). If the Registration Statement is not declared effective by the Commission on or before the Effective Date (a "REGISTRATION DEFAULT"), the Company shall pay liquidated damages to each Holder, from and including the day following provisions:
such Registration Default until the earlier of (i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one time that the Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration is declared effective by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 daysCommission, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the time that the Effectiveness Period expires, at the Default Rate. In the event that the Company may delay exercises its right pursuant to Section 3.6 to suspend the filing or effectiveness availability of any the Registration Statement for a period exceeding the maximum number of up to 90 days after specified therein for the date of applicable Suspension Period (a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a"SUSPENSION DEFAULT"), the Company may include in shall pay liquidated damages to each Holder, from and including the day following such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises Suspension Default until such time as the Company delivers the Advice (as defined in Section 3.6) to the Holders described in Section 3.6, at the Default Rate. In the event that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed Registration Statement ceases to be included effective or available for use by the Holders for a period in such registration would interfere with the successful marketing excess of sixty (including pricing60) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included days in such registration shall be included any single instance or ninety (90) days in the following order:
aggregate during any 12-month period (A) firstan "EFFECTIVENESS DEFAULT"), the Registrable Shares held Company shall pay liquidated damages to each Holder, from and including the day following such Effectiveness Default until such time as the Registration Statement is again effective and available for use by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a)Holders, pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior Default Rate. The Company's obligation to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pay liquidated damages pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if 3.1 shall accrue and be discharged on a monthly basis. In no event shall the Company shall have been reimbursed (pro rata be required to pay liquidated damages in excess of the applicable maximum amount of 18.0% of the total purchase price of the Shares purchased by such Holder pursuant to the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration.Purchase Agreement
Appears in 1 contract
Required Registration. (a) If at any time the Holder makes a written request that the Company shall be requested by CVCA to effect file a registration statement for 100% of the registration under the Securities Act of Registrable SharesSecurities, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to then the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly will use its best efforts to effect such a registration statement under the Securities Act of the covering all Registrable Shares Securities which the Company has been so Holder requested to registerbe registered. The Company shall be obligated to prepare, file and cause to become effective only one (1) registration statement pursuant to this Section 2.a.
(b) Anything contained in Section 2(a) , and to pay the contrary notwithstandingexpenses associated with such registration statement, the Company and shall not be obligated to effect pursuant a registration during the period starting within 60 days prior to Section 2(a) any the filing date of a registration under statement of the Securities Act except in accordance with Company, and ending 180 days after the following provisions:
(i) effective date of a Company registration. Furthermore, the Company shall not only be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated effect a registration under this Section 2.a. if the Holder’s proposed disposal of Registrable Securities may be immediately registered on Form S-3 pursuant to Section 2(a) (provided, a Form S-3 registration. In the event that if the Company, shall consummate a "shelf" registration has been requested pursuant to this Agreement such Section, but the Holder determines for any reason not to proceed with a registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in any time before the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within by the prior 90 daysCommission, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) and Holder requests the Company may delay to withdraw such registration statement, if theretofore filed with the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) Commission, with respect to any registration pursuant the Registrable Securities covered thereby, and (b) the Holder agrees to Section 2(a), bear his own expenses incurred in connection therewith and to reimburse the Company may include in for the expenses incurred by it attributable to the registration of such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securitiesSecurities, then the number of Registrable Shares, Primary Shares and Other Shares proposed Holder shall not be deemed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant have exercised his right to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to require the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated to register Registrable Securities pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration2.a.
Appears in 1 contract
Required Registration. (aA) If at At any time after the first anniversary of the Closing, Purchaser shall have the right, by written notice (the "Registration Notice") to the Company, to require the Company to use reasonable efforts to register (the "Required Registration") under the Securities Act all or any portion of the Shares then owned by Purchaser (the "Registrable Securities"), and the Company shall be requested by CVCA obligated to effect the registration under the Securities Act of Registrable Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares andSecurities. Purchaser shall not be entitled to exercise more than one such right in any 12 month period or more than a total of five such rights during the term of this Agreement. Notwithstanding the foregoing, upon the written requestif, delivered in addition to the Registrable Securities, the Required Registration is to include shares to be offered by the Company within 30 days after delivery for its own account, shares of any such notice Trust Beneficiaries (as defined in the Plan of Reorganization, dated September 28, 1999, as amended, of MetLife (the "Plan")) having registration rights pursuant to Section 3.3(c)(v) of the Plan or shares of others persons with registration rights, and the Board of Directors of the Company believes, based on advice of a nationally recognized investment banking firm selected by the Company, that including all such shares would be likely to have an adverse effect upon the price, timing or distribution of the other Purchasers to include shares included in the Required Registration, then only such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to shares, if any, as the Board shall determine can be included without adversely affecting the offering shall be included in such registration)the Required Registration, and the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstanding, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested shares to be included in the registration pursuant to Section 2(aRequired Registration will be allocated in the following priority: (w) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held all shares owned by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration Trust Beneficiaries shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(Bx) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-shares of-pocket expenses incurred by the Company in connection with such rescinded registration.
Appears in 1 contract
Sources: Standstill Agreement (Metlife Inc)
Required Registration. (a) If at At any time beginning twelve months after a registration statement covering an initial public offering of securities of the Company shall be requested by CVCA to effect the registration under the Securities Act shall have become effective, the holder or holders of Registrable SharesRegisterable Stock constituting at least 51% of the total shares of Registerable Stock then outstanding may request the Company to register under the Securities Act all or any portion of the shares of Registerable Stock held by such requesting holder or holders for resale in the manner specified in such notice. In addition, it shall promptly give written notice at any time after July 22, 1996, if a registration statement on Form S-3 or any successor thereto has not yet become effective, the holder or holders of Registerable Stock constituting at least 51% of the total shares of Registerable Stock then outstanding may request the Company to register under the Securities Act all or any portion of the shares of Registerable Stock held by such requesting holder or holders for sale in the manner specified in such notice. Notwithstanding anything to the other Purchasers contrary contained herein, no request may be made under this Section 3 within 120 days after the effective date of its requirement to so register such Registrable Shares and, upon the written request, delivered to a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Registerable Stock shall have been entitled to join pursuant to Sections 4 or 5 provided that there shall have been effectively registered all shares of Registerable Stock as to which registration shall have been requested.
(b) Following receipt of any request under this Section 3, the Company shall notify all holders of Registerable Stock from whom a request has not been received and shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such request from requesting holders, the number of shares of Registerable Stock specified in such request (and in all requests received by the Company from other holders within 30 15 days after delivery the giving of any such notice by the Company, of the other Purchasers ). The Company shall be obligated to include in such registration Registrable Shares (which request register Registerable Stock pursuant to this Section 3 on two occasions only and shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect cause each such registration under the Securities Act of the Registrable Shares which the Company has been so Registration Statement to become effective whether or not all shares requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstandingbe registered can be included. However, the Company Company's obligation as to any required registration hereunder shall not be obligated to effect pursuant to Section 2(adeemed satisfied only if that registration statement has become effective, has remained effective for a period of 120 days (or such shorter period in which all securities registered have been sold) any registration under the Securities Act except and includes all shares of Registerable Stock specified in requests received as aforesaid, for sale in accordance with the following provisions:method of disposition specified by the requesting holders, and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto.
(ic) The Company shall be entitled to include in any registration statement referred to in this Section 3, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company shall not be obligated for its own account or for sale by others, except as and to use its best efforts to file and cause to become effective the extent that, in the opinion of the managing underwriter (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration method of disposition shall be deemed to count as one demand registration by an underwritten public offering), such inclusion would adversely affect the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% marketing of the Registrable Shares requested Registerable Stock to be sold (including the price at which such securities can be sold) or reduce the number of shares of Registerable Stock otherwise able to be included in the Registration Statement. Except for registration pursuant to Section 2(a) as a result of an underwriter's cutbackstatements on Form S-8 or any successor thereto, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which Company will not file with the Commission any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant with respect to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunderits Common Stock, whether held by CVCA for its own account or othersthat of other stockholders, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after from the date of receipt of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers notice from requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated holders pursuant to this Section 2 for purposes 3 until the completion of subclause (A) the distribution of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata shares covered by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration.
Appears in 1 contract
Required Registration. (a) If at any time Within forty-five (45) days after the Closing of the Offering, the Company shall be requested by CVCA to effect file a registration statement ("Registration Statement") on Form S-3 (or other suitable form), with the registration under SEC covering the Securities Act resale of all shares of Registrable Shares, it shall promptly give written notice to Securities then outstanding.
(b) If the other Purchasers of its requirement to so register such Registrable Shares and, upon Registration Statement is not filed with the written request, delivered to the Company SEC within 30 forty-five (45) days after delivery of any such notice by the Company, Closing of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration)Offering, the Company shallshall pay each Investor an amount equal to three percent (3%) per month of the aggregate amount of Preferred Stock purchased by such Investor in the Offering, subject to Section 2(bcompounded monthly and accruing daily, until the Registration Statement is filed with the SEC, payable in cash or in common stock at the sole discretion of the Holder, which common stock shall also be deemed "Registrable Securities" for the purpose of this Agreement.
(c) below, promptly The Company shall use its best efforts to effect such registration under have the Securities Act of Registration Statement declared effective by the Registrable Shares which the Company has been so requested to registerSEC.
(bd) Anything contained If the Registration Statement is not declared effective by the SEC, or otherwise becomes effective within the meaning of the Rules and regulations of the SEC. within one hundred forty-five (145) calendar days after the Closing of the Offering, then the Company shall on the one- hundred forty-sixth day after the Closing of the Offering pay each Investor an amount equal to two percent (2%) of the aggregate amount of Preferred Stock purchased by such Investor in Section 2(a) to the contrary notwithstandingOffering, payable in cash or in common stock at the sole discretion of the Holder, which common stock shall also be deemed "Registrable Securities" for the purpose of this Agreement. On every thirtieth calendar day thereafter until the Registration Statement becomes or is declared effective, the Company shall not be obligated pay each Investor an additional amount equal to effect pursuant to Section 2(atwo percent (2%) any registration under of the Securities Act except aggregate amount of Preferred Stock purchased by such Investor in accordance with the following provisions:
(i) Offering, payable in cash or in common stock at the Company sole discretion of the Holder, which common stock shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall also be deemed "Registrable Securities" for the purpose of this Agreement. Notwithstanding anything to count as one demand registration by the Purchasers); provided howevercontrary in this Agreement, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an no additional registration payments shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration become due under this Section 2 may be rescinded prior to such registration being declared effective by 2(d) after the Commission by written notice to three-hundred sixty-fifth (365~) day after the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes Closing of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registrationOffering.
Appears in 1 contract
Required Registration. (a) If at At any time you may by notice to the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares and any other shares of Common Stock that have been issued or are issuable to you and/or Opra▇ ▇▇▇▇▇▇▇ ▇▇▇n the exercise of stock options granted or to be granted pursuant to the Harpo Agreement, including any prior or subsequent amendment to that agreement (collectively, together with the Option Shares, the "Agreement Shares"), and that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company shall be requested by CVCA commence to effect prepare and, unless it elects to purchase all of the Agreement Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act of Registrable Shares, it shall promptly give written notice to for the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, sale of the other Purchasers to include Agreement Shares specified in such registration Registrable Shares Registration Notice (which request shall specify the number of Registrable Shares proposed less any shares to be included in such registration), the Company shall, subject purchased pursuant to Section 2(b10(f) below, promptly ) and shall use its best efforts to effect cause such registration under statement to become effective and remain in effect for the Securities Act Required Effective Period for public sale in accordance with the method of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstandingdisposition specified by you, provided, however, that the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts required to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant except on Form S-3 (or any successor to this Agreement such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration shall be deemed to count as one demand registration by the Purchasers)statement; provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, and (B) any Registration Statement during any unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in which any other such registration statement (other than on Form S-4 or Form S-8 promulgated assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value limitations of the Registrable Shares to be registered thereunder, whether held by CVCA or others, Section 14 of this Agreement. If such method of disposition shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a)an underwritten public offering, the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if designate the managing underwriter advises of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company that is then subject or financing arrangements or other material transactions involving the inclusion Company or any of all Registrable Sharesits subsidiaries are pending at the time the Registration Notice is given, Primary Shares and Other Shares proposed or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed registered are to be included in acquired on exercise of this Option following the date of such registration Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be included deemed satisfied only when a registration statement covering all Agreement Shares specified in the following order:
(A) first, the Registrable Shares held your Registration Notice and not purchased by the Purchasers requesting that their Registrable Shares be included in such registration Company pursuant to Section 2(a)10(f) below shall have become effective and, pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(BX) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company method of disposition you specify is a firm commitment underwritten public offering, all such Agreement Shares shall have been reimbursed sold pursuant thereto; or (pro rata by Y) if it is not such an offering, has remained in effect for the Purchasers requesting registration Required Effective Period specified herein or in such other proportion as they may agree) for all out-of-pocket expenses incurred by until the Company in connection with such rescinded registrationdistribution of the Agreement Shares covered thereby is completed, whichever is shorter.
Appears in 1 contract
Sources: Option Agreement (Winfrey Oprah)
Required Registration. On any date after three (a3) If at any time months following the Company Registration Date, if holders representing not less than 50% of the Registrable Shares then outstanding shall be requested by CVCA in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Corporation to effect the registration under the Securities Act of Registrable Shares, it the Corporation shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such the registration under the Securities Act of the Registrable Shares which the Company Corporation has been so requested to register.
(b) Anything contained in Section 2(a) to ; provided, however, that the contrary notwithstanding, the Company Corporation shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(ia) the Company Corporation shall not be obligated to use its best efforts to file and cause to become effective (Ai) more than one Registration Statement registration statement initiated pursuant to this Section 2(a2 in any six-month period, (ii) (provided, that if the Company, shall consummate a "shelf" more than two registration statements initiated pursuant to this Agreement such Section 2 on Form S-1 promulgated under the Securities Act or any successor from thereto, (iii) any registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(ion Form S-3 (or any comparable or successor form) until the foregoing condition is satisfiedCorporation has qualified for use thereof, at which time there shall be no limit on the number of registrations on Form S-3 that the holder may request or (Biv) any Registration Statement registration statements during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;.
(iib) the Company Corporation may delay the filing or effectiveness of any Registration Statement registration statement for a period of up to 90 days after the date of a request for registration pursuant to this Section 2(a) 2 if at the time of such request (i) the Company Corporation is engaged engaged, or has fixed plans to engage within 90 days of the time of such request, in a Material Transaction; andfirm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Corporation reasonably determines that such registration and offering would interfere with any material transaction involving the Corporation, as approved by the Board of Directors, provided however, that the Corporation may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of 120 days after the date of a request for registration pursuant to this Section 2.
(iiic) with respect to any registration pursuant to this Section 2(a)2, the Company Corporation shall give notice of such registration to any Investor who does not request registration hereunder and to the holders of all Other Shares which are entitled to registration rights and the Corporation may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company Corporation that the inclusion of all Registrable Shares, Primary Shares and and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all the Registrable Shares proposed to be included in such securitiesregistration, then the number of Registrable Shares, Primary Shares and and/or Other Shares proposed to be included in such registration shall be included in the following order:
(Ai) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares requested to be included in such registration pursuant to Section 2(a)(or, if necessary, such Registrable Shares pro rata among the holders thereof based upon the number of Restricted Securities owned Registrable Shares requested to be registered by each such Purchaser at the time of such registrationholder);
(Bii) second, the Primary Shares; and
(Ciii) third, the Other SharesShares which are entitled to registration rights.
(cd) A requested At any time before the registration statement covering Registrable Shares become effective, the holders of a majority of such shares may request the Corporation to withdraw or not to file the registration statement. In that event, if such request of withdrawal shall not have been caused by, or made in response to, the material adverse effect of an event on the business, properties, conditions, financial or otherwise, or operations of the Corporation, the holders shall have used their demand registration right under this Section 2 may and the Corporation shall no longer be rescinded prior obligated to register Registrable Shares pursuant to the exercise of such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated right pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if unless the Company remaining holders shall have been reimbursed (pro rata by pay to the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket Corporation the expenses incurred by the Company in connection with Corporation through the date of such rescinded registrationrequest.
Appears in 1 contract
Required Registration. (a) If at At any time and from time to time following the date January 1, 2002, the Institutional Investors may, by written notice, request that the Company shall be requested by CVCA to effect the registration register under the Securities Act all or any portion of Registrable Shares, it shall promptly give written notice to the other Purchasers shares of its requirement to so register Restricted Stock held by such Registrable Shares andrequesting holders (or which would be held by such requesting holders, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, conversion of the other Purchasers to include Whitney Shares and the Golu▇ ▇▇▇res owned by such requesting holders) for sale in the manner specified in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration)notice; provided, the Company shallhowever, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstanding, that the Company shall not be obligated to effect register Restricted Stock or Colt Stock pursuant to such request: (i) subject to Section 3(a) below, during the period beginning 30 days prior to the filing, and ending on a date 90 days following the effective date, of a registration statement filed by the Company relating to an underwritten offering only of the Company's capital stock (other than a registration statement for the Company's capital stock which does not give rise to incidental registration rights pursuant to Section 2(a3(a) any registration under the Securities Act except in accordance with the following provisions:
(ibelow) provided that the Company shall not be obligated to use is actively employing in good faith its reasonable best efforts to file and cause such registration statement to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers)effective; provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) if the Company may delay the filing or effectiveness provides a certificate of any Registration Statement for its President stating that a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if Material Transaction exists at the time of such request the Company is engaged request, in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in which event no such registration any Primary Shares statement need be filed until the earlier of the lapse of 90 days from the issuance of such certificate or Other Sharesthe date on which such Material Transaction no longer exists; provided, however, that if the managing underwriter advises the Company that may not exercise its right under this clause (ii) more than once in any 12-month period. Notwithstanding anything to the inclusion contrary contained herein, no request may be made under this Section 2 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock or Colt Stock shall have been entitled to join pursuant to this Section 2 or Section 3 hereof and in which there shall have been effectively registered all Registrable Sharesshares of Restricted Stock and Colt Stock as to which registration shall have been so requested.
(b) Promptly following receipt of any notice under this Section 2, Primary Shares the Company shall immediately notify Colt (so long as Colt holds any Colt Stock) and Other Shares proposed all other Institutional Investors from whom notice has not been received and shall file and use its reasonable best efforts to have declared effective a registration statement under the Securities Act for the public sale, in accordance with the method of disposition specified in such notice from requesting holders, of the number of shares of Restricted Stock and Colt Stock, if any, specified in such notice (and in any notices received from other holders of Restricted Stock within 20 days after the date of such notice from the Company). If such method of disposition shall be an underwritten public offering, the Institutional Investors participating in such registration who own a majority in interest of the Restricted Stock to be included in such registration would interfere with by such Institutional Investors may designate the successful marketing (including pricing) managing underwriter of all such securitiesoffering, then subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. In such event, the right of any holder of Restricted Stock or Colt Stock to include its Restricted Stock or Colt Stock, as applicable, in such registration shall be conditioned on such holder's participation in such underwriting and the inclusion of such holder's Restricted Stock or Colt Stock, as applicable, in the underwriting to the extent provided herein. The number of Registrable Shares, Primary Shares shares of Restricted Stock and Other Shares proposed Colt Stock to be included in such registration shall an underwriting may be included in the following order:
reduced (A) firstpro rata among all holders requesting, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included under this Section 2, to participate in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned Shares requested to be registered by each such Purchaser at the time of such registration;
(Bholder) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice if and to the Company from CVCA; provided, however, extent that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration.the
Appears in 1 contract
Required Registration. (a) If at any time the The Company shall be requested by CVCA to effect the registration under the Securities Act of Registrable Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such register the securities as listed below, provided, however, that the Company shall have no obligation to file a registration under statement hereunder until the date after the Company has filed a report with the Securities Act and Exchange Commission which includes financial statements reporting the combined results of operations of the Company and CSI for at least one month.
(a) On or before September 30, 1997, the Company shall prepare and file a Registration Statement to be held open as a shelf registration on Form S-3 (or any successor form which may be adopted by the SEC) with respect to 50% of the Registrable Shares which Securities and will use its best efforts to cause such Registration Statement to become effective thereafter and remain effective for one year. If any CSI Shareholder dies, becomes disabled, or is terminated from employment without cause prior to the Company has been so requested Registration Statement being effective for one-year, Platinum shall amend the Form S-3 to registerpermit such Shareholder, his estate, or personal representative, to immediately resell his remaining Registrable Securities, provided that such sale does not violate the pooling of interests accounting treatment of the transaction.
(b) Anything contained in Section 2(a) to the contrary notwithstandingOn or before November 15, 1997, the Company shall not prepare and file a Registration Statement on Form S-8 (or any successor form which may be obligated adopted by the SEC) with respect to effect the shares of Platinum Common Stock issuable upon exercise of Platinum stock options which were issued to CSI option holders pursuant to the Agreement of Merger. Notwithstanding anything contained in this Section 2(a) any 2.1 to the contrary, if the Company furnishes to the Holders a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such registration under would be detrimental to the Securities Act except Company and that it is in accordance with the following provisions:
(i) best interests of the Company to defer the filing of a registration statement, then the Company shall not be obligated have the right to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if defer the Company, shall consummate filing of a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant with respect to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement such offering for a period of up to 90 days after the date of a request for registration pursuant to Section 2(anot more than sixty (60) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Sharesdays; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included may not exercise such right more than once in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Sharesany twelve-month period.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization and Merger (Platinum Software Corp)
Required Registration. (a) If at At any time the holders of Restricted Stock constituting at least a majority of the total Restricted Stock outstanding at such time may request the Company shall be requested by CVCA to effect the registration register under the Securities Act all or any portion of Registrable Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register Restricted Stock held by such Registrable Shares and, upon requesting holder or holders for sale in the written request, delivered to the Company within 30 days after delivery manner specified in such notice
(b) Promptly following receipt of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration)under this Section 4, the Company shall, subject to Section 2(b) below, promptly shall immediately notify any holders of Restricted Stock from whom notice has not been received and shall use its best efforts to effect such registration register under the Securities Act of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstandingAct, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except for public sale in accordance with the following provisions:
method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if in any notices received from other holders within 20 days after their receipt of such notice from the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises proposed method of disposition specified by the Company that requesting holders shall be an underwritten public offering, the inclusion number of all Registrable Shares, Primary Shares and Other Shares proposed shares of Restricted Stock to be included in such registration would interfere with an offering may be reduced pro rata among the successful marketing (including pricing) of all such securities, then requesting holders based on the number of Registrable Shares, Primary Shares and Other Shares proposed shares of Restricted Stock so requested to be included in such registration registered) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling holders of a majority of the Restricted Stock included in the following order:
(A) firstoffering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the Registrable Shares held obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the Purchasers requesting that their Registrable Shares be included in holder, shall have become effective and, if such registration method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Sharesthereto.
(c) A requested The Company shall be entitled to include in any registration under statement referred to in this Section 2 may be rescinded prior to such registration being declared effective 4, for sale in accordance with the method of disposition specified by the Commission requesting holders, shares of Common Stock to be sold by written notice the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company will not effect any other registration of its Common Stock, whether for its own account or that of other holders, from CVCA; provided, however, that such rescinded registration shall not count as the date of receipt of a registration initiated notice from requesting holders pursuant to this Section 2 for purposes 4 until the completion of subclause (A) the period of clause (i) distribution of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registrationcontemplated thereby.
Appears in 1 contract
Required Registration. (a) If The Holder or Holders of at any time least fifty percent of all Registrable Stock may by notice in writing to the Company shall be requested by CVCA request the Company to effect the registration register under the Securities Act all or any portion of shares of Registrable Shares, it shall promptly give written notice Stock held by or issuable to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include requesting Holder or Holders for sale in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) connection with nonunderwritten open market or privately negotiated transactions. Notwithstanding anything to the contrary notwithstandingcontained herein, the Company shall not be obligated required to effect seek to cause a Registration Statement to become effective pursuant to this Section 2(a2: (A) any registration under within 120 days after the Securities Act except in accordance with effective date of a Registration Statement filed by the following provisions:
(i) Company, provided that the Company shall not be obligated to use its best efforts to file and cause achieve effectiveness of a registration requested hereunder promptly following such 120-day period if such request is made during such 120-day period; (B) if the Company shall furnish to become effective (A) more than one Registration Statement initiated pursuant holders a certificate signed by the chief executive officer of the Company stating that in the good faith judgment of the Company it would be seriously detrimental to Section 2(a) (providedthe Company or its shareholders for a registration statement to be filed in the near future due to pending Company events, or that if it would require disclosure of material non-public information relating to the Company which, in the reasonable opinion of the Company, should not be disclosed, then the Company's obligation to comply with this Section 2 shall consummate be deferred for a "shelf" registration pursuant period not to exceed ninety (90) days from the date of receipt of written request from such Holders.
(b) Following receipt of any notice given under this Agreement Section 2 by Holders of Registrable Stock, the Company shall promptly notify all Holders from whom notice has not been received that such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested is to be included in the registration pursuant effected and shall use its reasonable best efforts to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated register under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed the number of shares of Registrable Stock specified in such notice (and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held in all notices received by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 from other Holders within twenty (20) days after the date of a request for registration pursuant to Section 2(a) if at the time giving of such request notice by the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(asuch other Holders), the . The Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the obligated to register Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated Stock pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registrationon one occasion only.
Appears in 1 contract
Required Registration. (a) If at any time Within twenty (20) days after the First Tranche Closing, the Company shall be requested by CVCA to effect file with the registration under SEC a Registration Statement on Form S-1 or S-3, or any successor form covering the Securities Act sale of Registrable Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act all of the Registrable Shares which Securities issuable under the Company has been so requested to registerFirst Tranche Closing.
(b) Anything contained in Section 2(aWithin two (2) to the contrary notwithstandingTrading Days after a Second Tranche Closing, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance file with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one SEC a Registration Statement initiated pursuant to Section 2(a) (providedon Form S-1 or S-3, that if or any successor form covering the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% sale of all of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as Securities issuable under a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other SharesSecond Tranche Closing.
(c) A requested registration under this The Company shall fully comply with Section 2 may be rescinded prior to such registration being declared effective by 4.18 of the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection Purchase Agreement.
(b) above if Section 3(a) of the Registration Rights Agreement is hereby deleted in its entirety and replaced with the following:
(a) prepare and file with the SEC within twenty (20) days after the First Tranche Closing and within two (2) Trading Days after a Second Tranche Closing, as applicable, a Registration Statement with respect to such Registrable Securities (each, a “Filing Date”) and cause any such Registration Statement to become effective within 60 days after the applicable Filing Date, subject to extension upon consent of the Collateral Agent (which consent shall not be unreasonably withheld), and to remain effective until the sale or other disposition of all Registrable Securities covered by such Registration Statement has occurred during such period in accordance with the intended methods of disposition by the Investors set forth in such Registration Statement (the “Effectiveness Period”) (provided that before filing a Registration Statement or any amendment or supplement thereto, the Company will at least three Trading Days prior to making any such filing it shall have been reimbursed (pro rata by furnish to each Investor copies of the Purchasers requesting registration or in such other proportion Registration Statement, as they may agree) for all out-of-pocket expenses incurred by amended if applicable and any response letter to the Company in connection with such rescinded registration.Staff of the SEC proposed to be filed);
Appears in 1 contract
Sources: Registration Rights Agreement (Atlis Motor Vehicles Inc)
Required Registration. (a) If at [Deleted]
(b) At any time following one (1) year after the effective date of the first registration statement filed by the Company shall be requested by CVCA to effect the registration under the Securities Act covering an underwritten offering of Registrable Shares, it shall promptly give written notice its securities to the other Purchasers general public, the Holder or Holders holding, in the aggregate, at least fifty percent (50%) of its requirement to so register such the then outstanding Registrable Shares andStock, upon the written request, delivered may by notice in writing to the Company within 30 request that the Company file a Registration Statement with respect to all or any portion of shares of Registrable Stock the aggregate proceeds of which (after deduction for underwriter's discounts and expenses related to the issuance) are reasonably expected to exceed $5,000,000. Notwithstanding anything to the contrary contained herein, if the Company shall furnish to Holder a certificate signed by the President of the Company stating that in good faith judgment of the Board it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future due to pending Company events, or that it would require disclosure of material non-public information relating to the Company which, in the reasonable opinion of the Board, should not be disclosed, then the Company's obligation to use all reasonable efforts to register, qualify or comply under this Section 2 shall be deferred for a period not to exceed one hundred eighty (180) days after delivery from the date of receipt of written request from such Holders; PROVIDED, HOWEVER, that the Company may not utilize this right more than once in any twelve (12) month period.
(c) Following receipt of any such notice given under this Section 2 by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number Holders of Registrable Shares proposed to be included in such registration)Stock, the Company shall, subject shall immediately notify all Holders from whom notice has not been received that such registration is to Section 2(b) below, promptly be effected and shall use its best efforts to effect such registration register under the Securities Act the number of shares of Registrable Stock specified in such notice (and in all notices received by the Company from other holders within twenty (20) days after the giving of such notice by the Company to such other Holders). The Holders of a majority of the shares of Registrable Stock to be sold in such offering may designate the managing underwriter of such offering (subject to the consent of the Company, which consent will not be unreasonably withheld). The Company shall be obligated to register Registrable Stock pursuant to Section 2(b) on two (2) occasions only, PROVIDED, HOWEVER, that such obligation shall be deemed satisfied only when a Registration Statement covering all shares of Registrable Stock specified in notices received as aforesaid and which have not been withdrawn by the Holders thereof shall have become effective. A registration which does not become effective after the Company has filed a Registration Statement with respect thereto solely by reason of the refusal of the requesting Holders to proceed shall be deemed to have been effected by the Company at the request of such requesting Holders unless such requesting Holders shall have elected to pay all the Company's reasonable expenses in connection with such registration.
(d) The Holders requesting registration under this Section 2 must distribute the Registrable Stock covered by their request by means of a public offering underwritten by a reputable national or regional underwriter. The rights of any Holder to include its Registrable Stock in such registration under this Section 2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Stock in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Stock through such underwriting shall (together with the Company as provided in Section 4(b)) enter into an underwriting agreement in customary form with the managing underwriter designated for such underwriting.
(e) If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Shares which Stock requested for inclusion pursuant to this Section 2 would interfere with the successful marketing of a smaller number of shares to be offered, then the number of shares of Registrable Stock to be included in the offering shall be reduced to the required level. The Company shall be entitled to include in any Registration Statement referred to in this Section 2 shares of Common Stock to be sold by the Company has been so requested for its own account, and pursuant to registerthe exercise of piggyback registration rights granted by the Company pursuant to the Other Registration Rights Agreements, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Stock of the Holders to be sold.
(bf) Anything contained in Section 2(a) Notwithstanding anything to the contrary notwithstandingcontained herein, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 dayseffect, or (C) to take any Registration Statement if the aggregate market value of the Registrable Shares action to be registered thereundereffect, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a)2(b) during the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; PROVIDED, that the Company may include is actively employing in good faith all reasonable efforts to cause such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed statement to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Sharesbecome effective.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration.
Appears in 1 contract
Required Registration. (a) If at At any time after all of the Registrable Securities (as defined in the Registration Rights Agreement) have been registered pursuant to effective registration statements filed pursuant to the Registration Right Agreement (the “Effective Date”), the holders of Restricted Stock constituting at least 20% of the total shares of Restricted Stock then outstanding may request the Company shall be requested by CVCA to effect the registration register under the Securities Act all or any portion of Registrable Shares, it shall promptly give written the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice if either (A) the reasonably anticipated aggregate price to the other Purchasers public of its requirement to so register such Registrable Shares andpublic offering would exceed $5,000,000, upon or (B) the written request, delivered shares of Restricted Stock for which registration has been requested shall constitute at least 30% of the total shares of Restricted Stock then outstanding. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Sections 5 or 6 and in which there shall have been effectively registered all shares of Restricted Stock as to which registration shall have been requested.
(b) Following receipt of any notice under Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after delivery the giving of any such notice by the Company). If such method of disposition shall be an underwritten public offering, the holders of a majority of the other Purchasers shares of Restricted Stock to include be sold in such registration Registrable Shares (which request shall specify offering may designate the number managing underwriter of Registrable Shares proposed to be included in such registration), the Company shalloffering, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act approval of the Registrable Shares Company, which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstanding, the Company approval shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the unreasonably withheld or delayed. The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration register Restricted Stock pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided howeverSection 4 on three occasions only, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration obligation shall not count be deemed satisfied only when all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified in notices received as aforesaid (including a firm commitment underwritten public offering), shall have been sold pursuant to a registration initiated statement covering such shares.
(c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter (if such method of marketing of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 2 for purposes 4 until the completion of subclause (A) the period of clause (i) distribution of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registrationcontemplated thereby.
Appears in 1 contract
Sources: Investor Rights Agreement (Achillion Pharmaceuticals Inc)
Required Registration. (a) If Upon receipt of a written request from the holders of Registrable Securities requesting that Company effect a registration under the Securities Act covering at any time least 50% of the Registrable Securities initially outstanding, and specifying the intended method or methods of disposition thereof, Company shall be requested promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 may elect (by CVCA written notice sent to Company within 10 Business Days from the date of such Holder's receipt of the aforementioned Company's notice) to have Registrable Securities included in such registration thereof pursuant to this Section 2. Thereupon Company shall, as expeditiously as is possible, use its reasonable best efforts to effect the registration under the Securities Act of Registrable Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number all shares of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) register by such Holders for sale, all to the contrary notwithstanding, extent required to permit the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except disposition (in accordance with the following provisions:
(iintended method or methods thereof, as aforesaid) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Sharesso registered; provided, however, that if the managing underwriter advises the Company that the inclusion shall not be required to effect more than one (1) registration of all any Registrable SharesSecurities pursuant to this Section 2, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such which registration shall not be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Sharesunderwritten; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; providedand provided further, however, that such rescinded registration shall not count as the right of the holders of Registrable Securities to request that Company effect a registration initiated of any Registrable Securities pursuant to this Section 2 shall terminate when the Registrable Securities may be sold pursuant to Rule 144 under the Securities Act during any six-month period. A Holder may only request a registration of registrable securities which it has a present intention to sell and it shall so state in its request for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration.
Appears in 1 contract
Required Registration. (a) If at At any time following 90 days after the Company Effective Date, if (x) a Stockholder of, or (y) a group of Stockholders that holds in the aggregate, at least 10% of the Registrable Shares then outstanding (the "Requesting Stockholders") shall be requested by CVCA to request that the Corporation effect the registration of Registrable Shares under the Securities Act of Registrable SharesAct, it the Corporation shall promptly give written notice to the other Purchasers Stockholders of its requirement requirements to so register such Registrable Shares offering and, upon the written request, delivered to the Company Corporation within 30 days after delivery of any such notice by the CompanyCorporation, of the other Purchasers Stockholders to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, Corporation shall promptly use its commercially reasonable best efforts to effect such the registration under the Securities Act of such Registrable Shares. Notwithstanding the foregoing, no such request for registration on a Form S-1 will be effective hereunder unless the Registrable Shares which proposed to be sold by the Company has been so requested to registerRequesting Stockholders have a market value of at least $5,000,000.
(b) Anything Notwithstanding anything contained in this Section 2(a) 2 to the contrary notwithstandingcontrary, the Company Corporation shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company The Corporation shall not be obligated to use its commercially reasonable best efforts to file and cause to become effective (A) more than one three Registration Statement Statements which are initiated pursuant to Section 2(a) above on Form S-1 promulgated under the Securities Act (or any successor form thereto); provided, that however if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were Requesting Stockholders are unable to sell at least 90% of the Registrable Shares requested by such Requesting Stockholders to be included in the any registration pursuant to Section 2(a) as a result of an underwriter's cutbackcutback pursuant to Section 2(b)(iii), then an additional such registration shall be added to not count as a requested registration for purposes of this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;).
(ii) the Company The Corporation may delay the filing or effectiveness of any Registration Statement registration statement for a period of up to 90 30 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request request: (x) the Company Board has decided to effect a registered underwritten public offering of Primary Shares in which the holders of Registrable Shares have been or will be permitted to include all the Registrable Shares so requested to be registered pursuant to Section 3 and the Corporation has taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is engaged in a proceeding with reasonable diligence to effect such offering, or (y) the Board reasonably determines that such registration and offering would interfere with any Material Transaction; andprovided, however, that the Corporation shall only be entitled to invoke its rights under this Section 2(b)(ii) one time in any 12 month period.
(iii) with With respect to any registration pursuant to Section 2(a), the Company may Corporation shall give notice of such registration to the Stockholders that do not request registration hereunder and the Corporation shall include in such registration any Primary Shares or Other SharesShares so requested; provided, however, that if the managing underwriter advises the Company Corporation that the inclusion of all Registrable Shares, Primary Shares and and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all the Registrable Shares proposed to be included in such securitiesregistration, then the number of Registrable Shares, Primary Shares and and/or Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their (or, if necessary, such Registrable Shares be included in such registration pursuant to Section 2(a), pro rata among the holders thereof based upon the number of Restricted Securities owned Registrable Shares requested to be registered by each such Purchaser at the time of such registrationholder);
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(civ) A requested At any time before the Registration Statement covering such Registrable Shares becomes effective, Stockholders holding a majority of such Registrable Shares may request that the Corporation withdraw or not file the Registration Statement. In that event, unless such request was caused by, or made in response to, (a) a material adverse effect or a similar event related to the business, properties, condition, or operations of the Corporation not known (without imputing the knowledge of any other Person to such holders) by the Stockholders initiating such request at the time their request was made, or other material facts not known to such Stockholders at the time their request was made, or (b) a material adverse change in the financial markets, the holders shall be deemed to have request a registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA2(a), for purposes of Section 2(b)(i); provided, however, that such rescinded withdrawn registration shall not count as a registration initiated requested Registration Statement pursuant to this Section 2 2(a) for purposes of subclause (A) of clause (i) of subsection (bSection 2(b)(i) above if the Company Corporation shall have been reimbursed (pro rata by the Purchasers requesting registration Requesting Stockholders holding a majority of the Registrable Shares requested to be registered or in such other proportion as they the Requesting Stockholders or the other Stockholders may agree) for all out-of-pocket expenses incurred by the Company Corporation in connection with such rescinded withdrawn registration.
(v) A registration shall not count as a requested registration pursuant to Section 2(a) for purposes of Section 2(b)(i) until it has become effective. If, after it has become effective, (a) such Registration Statement has not been kept continuously effective for a period of at least 60 days (or such shorter period which will terminate when all the Registrable Shares covered by such Registration Statement have been sold pursuant thereto), (b) such registration requested pursuant to Section 2(a) becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, or (c) the conditions to closing specified in the underwriting agreement entered into in connection with such registration are not satisfied or waived, other than by reason of some act or omission by the Requesting Stockholders, such registration shall not count as a requested registration pursuant to Section 2(a) for purposes of Section 2(b)(i).
Appears in 1 contract
Sources: Registration Rights Agreement (Thermadyne Holdings Corp /De)
Required Registration. (a) If at On any time date after 180 days following --------------------- the Company Registration Date, if the Corporation shall be requested by CVCA the holders (other than Camelot Stockholders) of at least thirty percent (30%) (on a Common Stock equivalent basis) of the Restricted Shares then outstanding to effect the registration under the Securities Act of Registrable Shares, it the Corporation shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such the registration under the Securities Act of the Registrable Shares which the Company Corporation has been so requested to register.
(b) Anything contained in Section 2(a) to ; provided, however, that the contrary notwithstanding, the Company Corporation shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(ia) the Company Corporation shall not be obligated to use its best efforts to file and cause to become effective (Ai) more than one Registration Statement two registration statements initiated pursuant to this Section 2(a) (provided, that if the Company, shall consummate 2 under which a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% substantial portion of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfiedtherein have been effectively sold thereunder, (Bii) any Registration Statement registration statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, days or (Ciii) any Registration Statement if registration statement initiated pursuant to this Section 2 unless such registration statement relates to Registrable Shares having a minimum aggregate offering price of $10,000,000 (based on the aggregate then current market price or fair value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 millionCommon Stock);
(iib) the Company Corporation may delay the filing or effectiveness of any Registration Statement registration statement for a period of up to 90 days after the date of a request for registration pursuant to this Section 2(a) 2 if at the time of such request (i) the Company Corporation is engaged engaged, or has fixed plans to engage within 90 days of the time of such request, in a Material Transactionfirm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Corporation reasonably determines that such registration and offering would interfere with any material transaction involving the Corporation, as approved by the Board of Directors, provided that the Corporation may only so delay the filing or effectiveness of a registration statement once pursuant to clause (i) above and once pursuant to clause (ii) above; and
(iiic) with respect to any registration pursuant to this Section 2(a)2, the Company Corporation shall give notice of such registration to the Investors who do not request registration hereunder and to the holders of all Other Shares which are entitled to registration rights and the Corporation may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company Corporation that the inclusion of all Registrable Shares, Primary Shares and and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all the Registrable Shares proposed to be included in such securitiesregistration, then the number of Registrable Shares, Primary Shares and and/or Other Shares proposed to be included in such registration shall be included in the following order:
(Ai) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares requested to be ----- included in such registration pursuant to Section 2(a)the demand right above and the Registrable Securities (as defined in the Heller Warrant Purchase Agreements) requested to be included in such registration (or, pro rata if necessary, such Registrable Shares and Registrable Securities among the holders thereof based upon the number of Restricted Registrable Shares and Registrable Securities owned requested to be registered by each such Purchaser at the time of such registrationholder);
(B) second, the Primary Shares; and
(Ciii) third, the Other SharesShares that are entitled to ----- registration rights and any Registrable Shares held by the Camelot Stockholders and the Petra/Harbinger Stockholders that are entitled to registration rights (or, if necessary, such Registrable Shares and Other Shares pro rata among the holders thereof based upon the number of such Registrable Shares and Other Shares requested to be registered by each such holder).
(cd) A If the method of disposition requested by the holders, pursuant to this Section 2, is an underwritten public offering, the majority of the holders of Registrable Shares to be included therein shall have the right to designate the managing underwriter of such offering, which underwriter shall be a top 15 investment bank as rated by Securities Data Corp. at the time of the request.
(e) At any time before the registration statement covering such Registrable Shares becomes effective, the holders of a majority of such Registrable Shares, may request the Corporation to withdraw or not to file the registration statement. In that event, if such request of withdrawal shall not have been caused by, or made in response to, the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Corporation, such holders shall have used one of their demand registration rights under this Section 2 may and the Corporation shall no longer be rescinded prior obligated to such registration being declared effective by the Commission by written notice register Registrable Shares pursuant to the Company from CVCA; provided, however, that exercise of such rescinded one registration shall not count as a registration initiated right pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if unless the Company remaining holders shall have been reimbursed (pro rata by pay to the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket Corporation the expenses incurred by the Company in connection with Corporation through the date of such rescinded registrationrequest.
Appears in 1 contract
Sources: Registration Rights Agreement (Providence Service Corp)
Required Registration. (a) If at At any time during the Company shall be requested by CVCA to effect period beginning 120 days following the registration under Closing and ending 180 days following the Securities Act Closing, Stockholders who are holders of a majority of the Registrable Shares, it shall promptly give Stock may deliver a written notice request (a "Required Registration Notice") to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such Parent demanding registration under the Securities Act of the shares of Registrable Shares which Stock delivered by the Company has been so requested to registerParent as Merger Consideration under the Merger Agreement and held by such requesting holder or holders for sale in the manner specified in such notice.
(b) Anything contained in Following the receipt of any notice under this Section 2(a) to the contrary notwithstanding3, the Company Parent shall promptly give written notice of the request for registration to all Stockholders who hold Registrable Stock and who were not be obligated to effect pursuant to Section 2(a) any registration under included in the Securities Act except in accordance with the following provisions:
(i) the Company Required Registration Notice. The Parent shall not be obligated to then use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate include in a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to for public sale in accordance with the method of disposition specified in the Required Registration Notice, the number of shares of Registrable Stock specified in such notice from each such requesting Stockholder and in all responses from other Stockholders which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective received within the prior 90 days, or (C) any Registration Statement if the aggregate market value 30 days of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) Parent's notifying such Stockholders of the Company may delay the filing or effectiveness of any Required Registration Statement for a period of up to 90 days after the date Notice. Upon its receipt of a request for Required Registration Notice, the Parent shall take commercially reasonable efforts to file a registration pursuant statement relating to Section 2(a) if at such notice within 60 days following the time Parent's receipt of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Sharesnotice; provided, however, that if the managing underwriter advises Parent may, in its sole discretion, defer the Company that the inclusion filing of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with statement for an additional 30 days beyond the successful marketing (including pricing) expiration of all such securities60-day period in order to determine, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number advice of Restricted Securities owned by each such Purchaser at its underwriters and counsel, and avail itself of appropriate market timing for the time filing of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Sharesregistration statement.
(c) A requested Prior to the effective date of any registration made by the Parent under this Section 2 may be rescinded prior to 3, such registration being declared effective by will be withdrawn if the Commission by Parent receives a written notice to the Company from CVCA; providedthat effect, however, that such rescinded signed by all holders of Registrable Stock who made a request for registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause under paragraphs (Aa) of clause (i) of subsection and (b) above if of this Section 3. If such a notice is delivered, the Company withdrawn registration will not qualify as the occasion where the Parent is obligated to make a registration under paragraph (b) of this Section 3. If a registration is so withdrawn, the holders of Registrable stock who made such request for registration shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for be jointly and severally obligated to pay all out-of-pocket expenses Registration Expenses incurred by the Company in connection with or as a result of the compliance with the request for and the withdrawal of such rescinded registration.
(d) The Parent shall be entitled to include in any registration statement referred to in this Section 3, for sale in accordance with the method of disposition specified in the Required Registration Notice, shares of Common Stock to be sold by the Parent for its own account or for sale by others, except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering) such inclusion would adversely affect the marketing of the Registrable Stock to be sold.
Appears in 1 contract
Required Registration. (a) If at At any time after the Effective Date, any Shareholders (the “Selling Shareholders”) may request the Company shall be requested by CVCA to effect the registration register under the Securities Act at least the Minimum Number of Shares (the “Registrable Shares, it shall promptly give written notice to ”) for sale in the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include manner specified in such registration Registrable Shares (notice. The Selling Shareholders shall be entitled to select the lead managing underwriter for any request made under this Section 8.1, which request underwriter shall specify the number of Registrable Shares proposed be reasonably satisfactory to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) TEMPR and ClearComm. Notwithstanding anything to the contrary notwithstandingcontained herein, the Company shall not be obligated required to effect pursuant cause a registration statement requested hereunder to Section 2(abecome effective prior to one hundred eighty (180) any days following the effective date of the most recent registration by the Company of securities under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(aforms), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that the Company shall use all commercially reasonable efforts to achieve such effectiveness promptly following such one hundred eighty (180) day period if the managing underwriter advises Selling Shareholders’ request has been made prior to the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time expiration of such registration;
one hundred eighty (B180) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the day period. The Company from CVCA; provided, however, that such rescinded registration shall not count as a be required to effect more than one registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if 8.1(a). In the event the Company shall have been reimbursed filed a registration statement upon the request of the Selling Shareholders pursuant to this Section 8.1(a), and a Selling Shareholder subsequently shall have withdrawn such request for registration (pro rata other than as a result of the delays contemplated by Section 8.1(b)), such withdrawn registration shall constitute the Purchasers requesting one demand registration or in permitted by such other proportion as they may agreeSelling Shareholder pursuant to this Section 8.1(a).
(b) for The Selling Shareholders shall bear and pay all out-of-pocket expenses incurred by the Company in connection with such rescinded the registration, filing or qualification of Registrable Shares pursuant to this Section 8.1, including, without limitation, all registration, filing and qualification fees, printing and accounting fees relating or apportionable thereto, the fees and disbursements of counsel, underwriting discounts and commissions.
Appears in 1 contract
Required Registration. (a) If at any time the Company shall be requested by CVCA the Requisite Holders to effect the a registration under the Securities Act of Registrable Shares, it shall promptly give written notice of such proposed registration to all Holders of Registrable Shares and shall offer to include in such proposed registration any Registrable Shares requested to be included in such proposed registration by such Holders who respond in writing to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company Company’s notice within 30 15 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request response shall specify the number of Registrable Shares proposed to be included in such registration), the . The Company shall, subject to Section 2(b2.1(b) below, promptly use its best efforts promptly to effect such registration on an appropriate form under the Securities Act of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a2.1(a) to the contrary notwithstanding, the Company shall not be obligated to use its best efforts to effect pursuant to Section 2(a2.1(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective effect (A) more than one Registration Statement two registrations initiated pursuant to Section 2(a) (provided2.1(a), that if the Companyprovided that, except as contemplated by Section 2.1(c), a registration shall consummate not count as a "shelf" registration initiated pursuant to this Agreement such registration shall be deemed to count as one demand registration by Section 2.1(a) unless a Registration Statement has become effective and the Purchasers); provided however, that if the Purchasers were unable participating Holders are able to sell at least 90% all of the Registrable Shares requested sought to be included in the such Registration Statement, or (B) any registration pursuant to Section 2(a2.1(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto thereto) pursuant to which Primary Shares Securities are to be or were sold has been filed and not withdrawn (provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective) or has been declared effective within the prior 90 60 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a2.1(a) if at the time of such request the Company is engaged in a Material Transaction; provided, however, that the Company may only delay the filing or effectiveness of a Registration Statement pursuant to this Section 2.1(b)(ii) or suspend the effectiveness of a Registration Statement on Form S-3 pursuant to Section 2.3 on one occasion during any twelve-month period; and
(iii) with respect to any registration pursuant to Section 2(a2.1(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company or any of the Holders participating in such registration that the inclusion of all Registrable Shares, Primary Shares and Other Shares Securities proposed or requested to be included in such registration would interfere with the successful marketing (including pricing) of all any such securitiesSecurities, then the number of Registrable Shares, Primary Shares and Other Shares proposed or requested to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares requested to be included in such registration pursuant to Section 2(a2.1(a), pro rata based upon the ratio that the number of Restricted Securities owned Registrable Shares proposed to be sold by each Holder in such Purchaser at registration bears to the time aggregate number of Registrable Shares proposed to be sold by all Holders in such registration;; and
(B) second, the Primary SharesShares proposed to be included in such registration; and
(C) third, the any Other SharesShares requested to be included in such registration.
(c) A requested registration under this Section 2 2.1(a) may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; providedby the Holders of at least 51% of the Registrable Shares to be included in such registration at any time (i) prior to the filing date of a Registration Statement, however, that in which event such rescinded registration shall not count as a registration initiated pursuant to this Section 2 2.1(a) above for purposes of subclause (A) of clause (i) of subsection (b) above, and (ii) after the filing date but prior to such registration being declared effective by the Commission, in which event such rescinded registration shall not count as a registration initiated pursuant to Section 2.1(a) for purposes of subclause (A) of clause (i) of subsection (b) above if (x) the participating Holders reasonably believed that the Registration Statement contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (y) the participating Holders notified the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in of such other proportion as they may agree) for all out-of-pocket expenses incurred by fact and required that the Company in connection with correct such rescinded registrationalleged misstatement or omission and (z) the Company refused to correct such alleged misstatement or omission.
Appears in 1 contract
Required Registration. (a) If at any time and whenever the Company shall be requested by CVCA receive a written request therefor from Initiating Holders, the Company agrees to effect the prepare and file promptly a registration statement under the Securities Act covering the shares of Registrable SharesSecurities which are the subject of such request and agrees to use its best efforts to cause such registration statement to become effective as expeditiously as possible. Upon the receipt of such request, it shall the Company agrees to give promptly give written notice to the other Purchasers all Holders of its requirement Registrable Securities that such registration is to so register such Registrable Shares and, upon the written request, delivered to the be effected. The Company within 30 days after delivery of any such notice by the Company, of the other Purchasers agrees to include in such registration Registrable Shares (which request shall specify the number statement such shares of Registrable Shares proposed Securities for which it has received written requests to be included in register such registration), shares by the Company shall, subject to Section 2(bHolders thereof within thirty (30) below, promptly use its best efforts to effect such registration under days after the Securities Act receipt of written notice from the Registrable Shares which the Company has been so requested to registerCompany.
(b) Anything contained in The Company shall be obligated to prepare, file and cause to become effective only two registration statements pursuant to this Section 2(a) to the contrary notwithstanding2, the excluding registration statements on Form S-3 which shall not count for purposes of this limitation. The Company shall not be obligated to effect pursuant to more than one registration on Form S-3 under this Section 2(a) 2 during any registration under the Securities Act except in accordance with the following provisions:
(i) the Company six-month period and shall not be obligated to use its best efforts to prepare, file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" only six registration statements on Form S-3 pursuant to this Agreement such Section 2.
(c) The Company shall not be required by this Section 2 to effect a registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration Securities pursuant to Section 2(a) as a result of an underwriter's cutbackany registration statement, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under S-3, unless the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value proposed public offering price of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed securities to be included in such registration shall be at least $5.0 million (before deducting underwriting discounts and commissions). A registration under this Section 2 shall be on a form selected by the Holders of a majority of the shares of Registrable Securities to be included in the following order:such registration.
(Ad) first, If the Holders initiating a request for the registration of Registrable Securities pursuant to this Section 2 intend to distribute the Registrable Shares held Securities covered by their request by means of an underwriting, they agree to provide the Company with the name of the managing underwriter or underwriters (the "managing underwriter") that a majority interest of the Initiating Holders requesting such registration propose to employ, as a part of their request made pursuant to this Section 2, and the Company agrees to include such information in its written notice referred to in Section 2(a). In such event the right of any Holder to registration pursuant to this Section 2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested (unless otherwise mutually agreed by the Purchasers requesting Holders of a Majority of the Registrable Securities initiating such request for registration and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting agree to enter into (together with the Company) an underwriting agreement with the underwriter or underwriters selected for such underwriting, in the manner set forth above, provided that their such underwriting agreement is in customary form and is reasonably acceptable to the Holders of a majority of the shares of Registrable Shares Securities to be included in such registration.
(e) Notwithstanding any other provision of this Section 2, if the managing underwriter of an underwritten distribution advises the Company and the Holders of Registrable Securities participating in such registration in writing that in its good faith judgment the number of shares of Registrable Securities requested to be included in such registration pursuant to Section 2(a), pro rata based upon exceeds the number of Restricted shares of Registrable Securities owned which can be sold in such offering, then (i) the number of shares of Registrable Securities so requested to be included in such registration shall be reduced to that number of shares which in the good faith judgment of the managing underwriter can be sold in such offering and (ii) this reduced number of shares shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective number of shares of Registrable Securities held by each such Purchaser Holders at the time of filing the registration statement. Those Registrable Securities and other securities which are excluded from the underwriting by reason of the managing underwriter's marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration;
registration and shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred and eighty (B180) seconddays, which the Primary Shares; and
(C) third, managing underwriter reasonably determines is necessary to effect the Other Sharesunderwritten public offering.
(cf) A requested registration under this If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company and, subject to the requirements of Section 2 7 hereof, other holders of the Company's securities may be rescinded prior to include securities for its (or their) own account in such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been reimbursed (pro rata by the Purchasers requesting registration or included in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registrationregistration and underwriting will not thereby be limited.
Appears in 1 contract
Sources: Registration Rights Agreement (Value America Inc /Va)
Required Registration. (a) If One or more Holders (a "Requesting Holder") at any time and from time to time may deliver a written notice to the Company requesting that the Company effect a registration under the Securities Act covering at least 15% of the Registrable Securities and specifying the intended method or methods of disposition of such Registrable Securities. After receipt of any such notice, the Company shall be requested promptly notify all Holders in writing of the receipt of such request. Each such Holder (an "Electing Holder"), in lieu of exercising its rights under Section 2.02, may elect, by CVCA written notice sent to the Company within 20 days from the date of such Holder's receipt of the notice from the Company, to have Registrable Securities included in such registration pursuant to this Section 2.01 (a "Demand Registration"). The Company, as expeditiously as is possible but in any event within 90 days following receipt of the written notice pursuant to the first sentence of this Section 2.01(a), will use its best efforts to effect the registration under the Securities Act of all shares of Registrable Shares, it shall promptly give written notice Securities which the Requesting Holders and the Electing Holders have elected to include for sale to the other Purchasers extent required to permit the disposition in accordance with the intended method or methods thereof, of its requirement to so register such Registrable Shares andSecurities. The Company shall not be required, upon the written requesthowever, delivered to effect more than five Demand Registrations unless the Company within 30 days after delivery of shall be eligible at any such notice by time to file a registration statement on Form S-3 (or other comparable or successor short form) under the CompanySecurities Act, of the other Purchasers to include in such registration Registrable Shares (which request event there shall specify be no limit on the number of Registrable Shares proposed Demand Registrations, but no more than one (1) such Demand Registration shall be made during any consecutive twelve (12) month period. A registration will not be deemed to be included in such registration), a Demand Registration for purposes of the Company shall, subject foregoing five Demand Registration limit (i) until the registration statement relating to Section 2(b) below, promptly use its best efforts to effect such registration (A) has become effective under the Securities Act and (B) has remained effective for a period of at least 180 days (or such shorter period in which all Registrable Securities of the Registrable Shares which Holders included in such registration have actually been sold); or (ii) if the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstanding, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except offering size is reduced in accordance with the following provisions:
(iSection 2.02(b) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more such that less than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 9075% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed sought to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed are included. A registration will be deemed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 Demand Registration for purposes of subclause (A) the five Demand Registration limit if it is withdrawn at the request of clause (i) of subsection (b) above if the Requesting Holders unless the Company shall have been is reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) Requesting Holders for all reasonable out-of-pocket expenses incurred by the Company in connection with such rescinded registrationtherewith. Notwithstanding anything herein to the contrary, the Company shall not be required to effect any Demand Registration prior to the first anniversary of this Agreement.
Appears in 1 contract
Required Registration. (a) If at At any time you may by notice to the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares and any other shares of Common Stock that have been issued or are issuable to you and/or Oprah Winfrey upon the exercise of stock options granted or to be gr▇▇▇▇▇ ▇▇▇▇▇▇▇t to the Harpo Agreement, including any prior or subsequent amendment to that agreement (collectively, together with the Option Shares, the "Agreement Shares"), and that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company shall be requested by CVCA commence to effect prepare and, unless it elects to purchase all of the Agreement Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act of Registrable Shares, it shall promptly give written notice to for the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, sale of the other Purchasers to include Agreement Shares specified in such registration Registrable Shares Registration Notice (which request shall specify the number of Registrable Shares proposed less any shares to be included in such registration), the Company shall, subject purchased pursuant to Section 2(b10(f) below, promptly ) and shall use its best efforts to effect cause such registration under statement to become effective and remain in effect for the Securities Act Required Effective Period for public sale in accordance with the method of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstandingdisposition specified by you, provided, however, that the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts required to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant except on Form S-3 (or any successor to this Agreement such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration shall be deemed to count as one demand registration by the Purchasers)statement; provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, and (B) any Registration Statement during any unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in which any other such registration statement (other than on Form S-4 or Form S-8 promulgated assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value limitations of the Registrable Shares to be registered thereunder, whether held by CVCA or others, Section 14 of this Agreement. If such method of disposition shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a)an underwritten public offering, the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if designate the managing underwriter advises of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company that is then subject or financing arrangements or other material transactions involving the inclusion Company or any of all Registrable Sharesits subsidiaries are pending at the time the Registration Notice is given, Primary Shares and Other Shares proposed or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed registered are to be included in acquired on exercise of this Option following the date of such registration Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 10 shall be included deemed satisfied only when a registration statement covering all Agreement Shares specified in the following order:
(A) first, the Registrable Shares held your Registration Notice and not purchased by the Purchasers requesting that their Registrable Shares be included in such registration Company pursuant to Section 2(a)10(f) below shall have become effective and, pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(BX) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company method of disposition you specify is a firm commitment underwritten public offering, all such Agreement Shares shall have been reimbursed sold pursuant thereto; or (pro rata by Y) if it is not such an offering, has remained in effect for the Purchasers requesting registration Required Effective Period specified herein or in such other proportion as they may agree) for all out-of-pocket expenses incurred by until the Company in connection with such rescinded registrationdistribution of the Agreement Shares covered thereby is completed, whichever is shorter.
Appears in 1 contract
Sources: Option Agreement (Viacom Inc)
Required Registration. After receipt of a written request (aa --------------------- "REGISTRATION REQUEST") If at any time from Seafirst requesting that the Company shall be requested by CVCA to effect the registration of Registrable Stock under the Securities Act of Registrable Shares1933, it shall promptly give written notice to as amended (the other Purchasers "SECURITIES ACT") and specifying the intended method or methods of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration)disposition thereto, the Company shallshall prepare and file with the Commission a registration statement under the Securities Act on any form which the Company is eligible to use for registering the resale of the Registrable Stock which the Company has been requested to register (including, subject to Section 2(bwithout limitation, a registration statement on Form S-3 of the Securities Act) below, promptly and shall use its best efforts to effect cause such registration under statement to become effective; provided, however, that, subject to the Securities Act provisions of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstandingimmediately following sentence, the Company shall not be obligated required to effect more than a total of one registration statement of Registrable Stock with respect to a request by Seafirst pursuant to Section 2(a) this section and, in the case of an underwritten offering, the Company shall have the right to approve the underwriter, which approval shall not be unreasonably withheld. The Company shall have the right to defer the filing of any registration under the Securities Act except in accordance with the following provisions:
statement requested pursuant to this section if (i) on the date of the Registration Request the Company is in the process of preparing another registration statement for an underwritten public offering, until the 90th day after the date of such Registration Request, (ii) in order to file such registration statement, the Company would be required to conduct an audit other than the regular audit of the Company conducted by the Company at the end of its fiscal year, until such time the Company conducts its regular annual audit (unless Seafirst agrees to pay the expenses of such an audit) or (iii) in the good faith determination of the board of directors of the Company the filing of such registration statement would have a materially adverse affect to the Company, until such time period as such filing would not have such affect, such period not to exceed 90 days; provided that the Company shall not be obligated have the right to use its best efforts to file and cause to become effective (A) exercise this right more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included once in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares12 month period.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration.
Appears in 1 contract
Sources: Convertible Subordinated Note Agreement (Bankamerica Corp)
Required Registration. (a) If at At any time (x) after the earlier of (i) the date 180 days after any Registration Statement covering a public offering of securities of the Company shall be requested becomes effective and (ii) the fifth anniversary of the date of this Agreement, and (y) prior to the date three years after the earlier to occur of (i) or (ii) above, the Holder or Holders of at least sixty six and two-thirds percent (66 2/3%) of the voting power of all Registrable Stock then outstanding may by CVCA notice in writing to effect the registration Company request the Company to register under the Securities Act all or any portion of shares of Registrable Shares, it shall promptly give written notice to Stock held by such requesting Holder or Holders for sale in the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include manner specified in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration)notice; provided, the Company shallhowever, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstanding, that the Company shall not be obligated to effect register any Common Stock pursuant to this Section 2(a) any unless the number of shares of Registrable Stock requested to be included in such registration under exceeds fifty percent (50%) of all outstanding Registrable Stock or the Securities Act except anticipated aggregate offering price of the shares of Registrable Stock requested to be included in accordance with such registration exceeds $10,000,000. Notwithstanding anything to the following provisions:
(i) contrary contained herein, the Company shall not be obligated required to use its best efforts seek to file and cause a Registration Statement to become effective pursuant to this Section 2 (including requests under this Section 2(a) and Section 2(d)): (A) more than one within 180 days after the effective date of a Registration Statement initiated pursuant to Section 2(a) (provided, that if filed by the Company, provided that the Company shall consummate use commercially reasonable efforts to achieve effectiveness of a "shelf" registration pursuant to this Agreement requested hereunder promptly following such registration shall be deemed to count as one demand registration by the Purchasers)180-day period if such request is made during such 180-day period; provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period if the Company shall furnish to holders a certificate signed by an officer of the Company stating that in which any other the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within in the prior 90 daysnear future due to pending Company events, or (C) any Registration Statement if that it would require disclosure of material non-public information relating to the aggregate market value Company which, in the reasonable opinion of the Registrable Shares Board of Directors, should not be disclosed, then the Company's obligation to be registered thereunderuse all reasonable efforts to register, whether held by CVCA qualify or others, comply under this Section 2 shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement deferred for a period of up not to 90 exceed ninety (90) days after from the date of a receipt of written request for registration pursuant to Section 2(a) if at the time of from such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other SharesHolders; provided, however, that if the Company may not utilize this right more than once in any twelve-month period.
(b) Following receipt of any notice given under this Section 2 by Holders of Registrable Stock requesting registration of a number of shares of Registrable Stock that meets the magnitude requirements of Section 2(a) hereof, the Company shall immediately notify all Holders from whom notice has not been received that such registration is to be effected and shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting Holders, the number of shares of Registrable Stock specified in such notice (and in all notices received by the Company from other Holders) within twenty (20) days after the giving of such notice by the Company to such other Holders. The Holders of a majority of the shares of Registrable Stock to be sold in such offering may designate the managing underwriter advises of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Company shall be obligated to register Registrable Stock pursuant to Section 2(a) hereof on one occasion only, provided, however, that such occasion shall be deemed to have occurred only when a Registration Statement covering all shares of Registrable Stock specified in notices received as aforesaid (less any reduction pursuant to section 2(c) hereof) shall have become effective. A Registration Statement which does not become effective solely by reason of the refusal of the requesting Holders to proceed shall be deemed to have been effected by the Company that at the request of such requesting Holders unless such requesting Holders shall have paid all of the Company's reasonable expenses in connection with such registration.
(c) If the Registration Statement is to cover an underwritten distribution and in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Shares, Primary Shares and Other Shares proposed Stock requested for inclusion pursuant to be included in such registration this Section 2 would interfere with the successful marketing (including pricing) of all such securitiesa smaller number of shares, then the number of shares of Registrable Shares, Primary Shares and Other Shares proposed Stock to be included in such registration the Offering shall be included in reduced to the following order:
(A) firstlevel recommended by such managing underwriter, with the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included participation in such registration pursuant offering to Section 2(a), be pro rata among the Holders requesting such registration, based upon the number of Restricted Securities owned shares of Registrable Stock requested to be registered by each such Purchaser at Holders. The Company shall be entitled to include in any Registration Statement referred to in this Section 2, for sale in accordance with the time method of disposition specified by the requesting Holders, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if any, such registration;
(B) secondinclusion would adversely affect the marketing of the Registrable Stock to be sold. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by Company will not file with the Commission by written any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated requesting Holders pursuant to this Section 2 for purposes until the completion of subclause (A) the period of clause (i) distribution of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registrationcontemplated thereby.
Appears in 1 contract
Required Registration. (a) If at At any time following a termination of Executive's employment, if Executive shall continue to be the record or beneficial holder of not less than 10 percent of the outstanding Stock, and continuing for a period of five years from and after the effective date of such termination, Executive may give written notice to Company shall be requested by CVCA to effect (the "Notice") that he contemplates the sale of not less than 500,000 shares of Stock and may require that Company file with the Commission a registration statement under the Securities Act of Registrable Shares, it shall promptly give written notice with respect to the other Purchasers shares of its requirement Stock set forth in such Notice. Such Notice shall state whether Executive desires to so register utilize the services of an underwriter in connection with the sale of the shares to which such Registrable Shares andNotice applies. Forthwith upon receipt of such Notice, upon the written request, delivered and subject to the Company within 30 days after delivery of any such notice by the Companyterms and conditions contained in this Section 6, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b: (a) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register.
shares specified in such Notice; (b) Anything contained in Section 2(a) to the contrary notwithstanding, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to have such registration statement declared effective; (c) notify Executive promptly after Company shall have received notice thereof, of the time when such registration statement has become effective (A) more than one Registration Statement initiated pursuant or any supplement to Section 2(a) (provided, that if the Company, shall consummate any prospectus forming a "shelf" registration pursuant to this Agreement part of such registration shall be deemed to count as one demand registration statement has been filed; (d) notify Executive promptly of any request by the Purchasers)Commission for the amending or supplementing of such registration statement or prospectus or for additional information; provided however(e) prepare and file with the Commission promptly upon Executive's request any amendments or supplements to such registration statement or prospectus which, that if in the Purchasers were unable to sell at least 90% opinion of counsel for Executive, may be necessary or advisable in connection with the distribution of the Registrable Shares requested Stock by Executive; (f) prepare and promptly file with the Commission and promptly notify Executive of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omission, if, at any time, when a prospectus relating to the Stock is required to be included in delivered under the registration pursuant to Section 2(a) Securities Act, any event shall have occurred as a result of which any such prospectus or any other prospectus as then in effect would include an underwriter's cutbackuntrue statement or a material fact or omit to state any material fact necessary to make the statements therein not misleading; (g) in case Executive or any underwriter for Executive is required to deliver a prospectus, at a time when the prospectus then an additional in effect may no longer be used under the Act, prepare promptly upon request such amendment or amendments to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of Section 10 of the Securities Act; (h) not file any amendment or supplement to the registration statement or prospectus to which Executive shall reasonably object after having been furnished a copy at a reasonable time prior to the filing thereof; (i) advise Executive promptly after it shall receive notice or obtain knowledge thereof of the issuance of any stop order by the Commission suspending the effectiveness of any such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be added issued; (j) use its best efforts to qualify the Stock for transfer under the securities laws of such states as Executive may designate; and (k) furnish to Executive, as soon as available, copies of any such registration statement and each preliminary or final prospectus, or supplement required to be prepared pursuant to this Section, all in such quantities as Executive may, from time to time, reasonably request. Company shall pay all costs and expenses incident to the performance of its obligations under this Section 2(b)(i) until 6.2, including the foregoing condition is satisfiedfees and expenses of its counsel, (B) any Registration Statement during any period in which any the fees and expenses of its accountants, and all other registration statement (other than on Form S-4 or Form S-8 promulgated costs and expenses incident to the preparation, printing and filing under the Securities Act or of any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed registration statement, each prospectus and not withdrawn or has been declared effective within all amendments and supplements thereto, the prior 90 days, or (C) any Registration Statement if costs incurred in connection with the aggregate market value qualification of the Registrable Shares Stock under the laws of various jurisdictions (including fees and disbursements of counsel), the cost of furnishing to be registered thereunderExecutive copies of any such registration statement, whether held by CVCA each preliminary prospectus, the final prospectus and each amendment and supplement thereto, all expenses incident to delivery of the security to any underwriter or othersunderwriters, but not any underwriting commissions or discounts charged to Executive. Company shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up required to 90 days after the date of a request for effect only one registration pursuant to Section 2(a) if at Request of Executive under the time provisions of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration6.2.
Appears in 1 contract
Required Registration. (a) If at any time after an Initial Public Offering, the Company shall be requested by CVCA a Specified Person to effect the registration under the Securities Act of Registrable SharesShares held by such Specified Person and/or its Affiliates in a firm commitment underwritten Public Offering, it (which request shall specify the number of Registrable Shares held by the Specified Person and/or its Affiliates proposed to be included in such registration), the Company shall promptly give written notice to the other Purchasers Holders of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers Holders to include in such registration Registrable Shares of such Holders (which request shall specify the number of Registrable Shares of such Holders proposed to be included in such registration), the Company shall, subject to Section 2(b3(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a3(a) to the contrary notwithstanding, the Company shall not be obligated to effect effect, pursuant to Section 2(a) 3(a), any registration under the Securities Act except in accordance with the following provisions:
(i) the The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one two Registration Statements initiated by the same Specified Person pursuant to Section 3(a); provided however, if through the exercise of the rights of the Holders under Sections 3(b)(iii) or 4, the number of Registrable Shares of such Specified Person and its Affiliates included in an offering pursuant to a Registration Statement relating to a demand by such Specified Person under Section 3(a) are reduced by more than 25% of the number of Registrable Shares requested to be registered, such offering will not constitute a demand registration for purposes of the limitation set forth in this Section 3(b)(i)(A), (B) any single Registration Statement initiated pursuant to Section 2(a3(a) if the anticipated aggregate gross offering price (providedbefore underwriting discounts and commissions) of Registrable Shares requested to be registered by such Specified Person and its Affiliates pursuant to Section 3(a), that if determined on the date such written request is first delivered to the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90is less than $20,000,000 or constitutes less than 20% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutbackheld by such Specified Person and its Affiliates, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition whichever is satisfied, greater; or (BC) any Registration Statement during any period in which any other registration statement Registration Statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 60 days after the date of a request for registration pursuant to Section 2(a3(a) if at the time of such request the Company is engaged engaged, or has fixed plans pursuant to a written commitment with an underwriter to engage within 60 days of the time of such request, in a Material Transactionfirm commitment underwritten Public Offering of Primary Shares in which the Holders of Restricted Securities may include Registrable Shares pursuant to Section 4; and
(iii) with respect to any registration pursuant to Section 2(a3(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securitiessecurities to be included in such registration, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers Holders requesting that their Registrable Shares be included in such registration pursuant to Section 2(a3(a), pro rata based upon the number of Restricted Securities Registrable Shares owned by each such Purchaser Holder at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 3 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCAthe Specified Person requesting the registration; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 3 for purposes of subclause (ASection 3(b)(i)(A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration.
Appears in 1 contract
Required Registration. (a) If at any time the 2.1 The Company shall be requested by CVCA to effect include all the Registrable Shares in the first Form F-1 registration statement under the Securities Act of Registrable Sharesthat the Company shall file after the date hereof and in any event no later than 5 business days from the date hereof (the "Registration Statement"), it shall promptly give written notice to the other Purchasers of its requirement to so register such extent that all Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to can be included in such registration)registration statement in accordance with applicable securities laws, the Company shall, subject to Section 2(b) below, promptly and shall use its best commercially reasonable efforts to effect cause such registration under statement to become effective as soon as practicable thereafter but in any event later than 90 days after the Securities Act of the Registrable Shares which the Company has been so requested to registerdate hereof.
(b) Anything contained in 2.2 Notwithstanding the provisions of Section 2(a) to the contrary notwithstanding2.1 above, the Company shall not be obligated to effect pursuant to Section 2(a) file any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(iia) the Company may delay the filing or effectiveness of any Registration Statement registration statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; andfirm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3.
(iiib) with With respect to any registration pursuant to this Section 2(a2.2(a), the Company shall give notice of such registration to the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all the Registrable Shares proposed to be included in such securitiesregistration, then the number of Registrable Shares, Primary Shares and and/or Other Shares proposed to be included in such registration shall be included in the following order:
(Ai) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registrationShares;
(Bii) second, the Primary Shares; and
(Ciii) third, the Other SharesShares which are entitled to registration rights.
(c) A requested At any time before the registration statement covering Registrable Shares becomes effective, the holder/s of a majority of such shares may request the Company to withdraw or not to file the registration statement. In that event, if such request of withdrawal shall not have been caused by, or made in response to an event having material adverse effect on the business, properties, conditions, financial or otherwise, or operations of the Company, the holders shall have used their demand registration right under this Section 2 may and the Company shall no longer be rescinded prior obligated to register Registrable Shares pursuant to the exercise of such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated right pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if 2, unless the remaining holders shall pay to the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with through the date of such rescinded registrationrequest.
Appears in 1 contract
Sources: Note and Warrant Purchase Agreement (On Track Innovations LTD)
Required Registration. (a) If at a. At any time after the Closing Date, the Investors may collectively request (the "Request") for the Company shall be requested by CVCA to effect the registration register under the Securities Act all or any portion of Registrable Shares, it shall promptly give written notice the shares of Common Stock held by such requesting Investors for sale in the manner specified in the Request. The Investors may request any amount of Common Stock to be registered. Notwithstanding anything to the other Purchasers contrary contained herein, no request may be made under this Section 2 within 90 days after the effective date of its requirement to so register such Registrable Shares and, upon the written request, delivered to a registration statement filed by the Company within 30 covering a firm commitment underwritten public offering in which the Investors shall have been entitled to join pursuant to Section 4. The Company shall be obligated to file a registration statement with respect to such Common Stock registered pursuant to this Section 2 as soon as practicable after the date of the Request, but no later than 60 days after delivery such Request.
b. Following receipt of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration)Request under this Section 2, the Company shall, subject to Section 2(b) below, promptly shall immediately notify each of the Investors and shall use its best efforts to effect such registration register under the Securities Act Act, for public sale in accordance with the method of disposition specified in such Request, the number of shares of Common Stock specified in such Request. If the Investors initiating the Request hereunder intend to distribute the stock covered by their Request by means of an underwriting, the underwriter will be selected by the Investors owning a majority of the Registrable Shares which the Company has been so requested shares of Common Stock subject to register.
(b) Anything contained in Section 2(a) such Request and such underwriter shall be reasonably acceptable to the contrary notwithstanding, the Company. The Company shall not be obligated required to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 after the Company has effected two (2) registrations pursuant to this Section 2 that have been declared or ordered effective by the Commission and that cover all shares of Common Stock included in the Request.
c. The Company shall not be entitled to include in any registration statement referred to in this Section 2 shares of Common Stock to be sold by the Company for purposes its own account. The Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of subclause other stockholders, from the date of receipt of the Request until the completion of the period of distribution of the registration contemplated thereby. The Company shall have the right to effect a registration pursuant to this Section 2 on Form S-3 (Aor any comparable or successor form) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in is eligible to use such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registrationform.
Appears in 1 contract
Sources: Note and Warrant Purchase Agreement (Pointe Communications Corp)
Required Registration. (a) If at any time Central may request the Company shall be requested by CVCA written notice to effect the registration register for sale under the Securities Act all or any shares of Registrable Shares, it shall promptly give written notice to Common Stock held by Central at the other Purchasers time of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstanding, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness Following receipt of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to notice under Section 2(a), the Company may include shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such registration any Primary Shares notice, the number of shares of Common Stock specified in such notice. If such method of disposition shall be an underwritten public offering, Central may designate the managing underwriter of such offering, subject to the approval of the Company (which approval shall not be unreasonably withheld or Other Shares; delayed). The Company shall be obligated to register Common Stock pursuant to this Section 2 on five occasions only, provided, however, that if each such obligation shall be deemed satisfied only when a registration statement covering all shares of Common Stock specified in the managing underwriter advises the Company that the inclusion of all Registrable Sharesnotice received as aforesaid, Primary Shares and Other Shares proposed to be included for sale in such registration would interfere accordance with the successful marketing (including pricing) method of disposition specified by Central, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, only when all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shares shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration have been sold pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Sharesthereto.
(c) A requested Without the written consent of Central, the Company or holders of Common Stock who have registration rights under the Existing Rights Agreements ("Registration Right Holders") shall be entitled to include in any registration statement referred to in this Section 2 may 2, for sale in accordance with the method of disposition specified by Central, shares of Common Stock to be rescinded prior to such registration being declared effective sold by the Commission by written notice Company or such holders for its or their own accounts, except as and to the Company from CVCA; provided, however, extent that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) in the opinion of subsection the managing underwriter (bif such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Common Stock to be sold by Central or (ii) above if with respect to any such holder, such holder may sell such shares of Common Stock without registration pursuant to Section 4(1) of the Securities Act. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice pursuant to Section 2(a) until 90 days after the completion of the period of distribution of the shares Central has requested be registered without Central's written consent (which shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registrationnot be unreasonably withheld).
Appears in 1 contract
Sources: Registration Rights Agreement (Alchemy Holdings Inc)
Required Registration. (a) If at any time the The Company shall be requested by CVCA use its commercially reasonable efforts to effect the registration under the Securities Act of Registrable Shares, it shall promptly give written notice (i) file a post-effective amendment to the other Purchasers of its requirement to so register such Registrable Shares and, upon Registration Statement on Form S-3 registering the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act resale of the Registrable Shares which within 60 days following March 4, 2005 (the “Amendment”), so long as the holders of such Registrable Shares shall provide the information necessary for inclusion therein in a timely manner to enable the Company has been to file the Amendment within such period, (ii) to cause such Amendment to be declared effective by the SEC as soon thereafter as possible and in any event no later than August 31, 2005, (iii) to file such amendments or supplements as may be necessary so requested to register.
(b) Anything that the prospectus contained in Section 2(athe Amendment will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and (iv) to effect all such registrations, qualifications and compliances (including, without limitation, obtaining appropriate qualifications under applicable state securities or “blue sky” laws and compliance with any other applicable governmental requirements or regulations) as Holder may reasonably request and that would permit or facilitate the contrary notwithstandingsale of all Holder’s Registrable Shares (provided, however, that the Company shall not be obligated required in connection therewith to effect pursuant qualify to Section 2(a) do business or to file a general consent to service of process in any registration under the Securities Act except such state or jurisdiction), and in accordance with the following provisions:
(i) each case the Company shall not be obligated to will use its best commercially reasonable efforts to file cause such Amendment and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (providedall other such registrations, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested qualifications and compliances to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days as promptly as practicable thereafter. As soon as reasonably practicable after the date of a request for registration pursuant to Section 2(a) if at the time of such request hereof, the Company is engaged will provide to each holder of Registrable Securities a questionnaire setting forth the information that the Company will require from each such holder to include such holder’s Registrable Shares in a Material Transaction; and
the Registration Statement. If Holder shall fail to furnish such information to the Company within twenty (iii20) with respect days following the date on which such questionnaire shall be delivered to any registration pursuant to Section 2(a)the Holders, the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if exclude Holder from the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other SharesRegistration Statement.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration.
Appears in 1 contract
Required Registration. (a) If at any The Company shall make all reasonably practicable efforts to file, within thirty (30) days of the Closing, a shelf registration statement with the Commission relating to the offer and sale of the Restricted Stock by the Investors from time to time in accordance with the methods of distribution elected by the Investors and set forth in such shelf registration statement, and the Company shall be requested by CVCA make all reasonably practicable efforts to effect have such shelf registration statement effective within 120 days after its filing with the Commission. The Company shall make all reasonably practicable efforts to keep such shelf registration under statement continuously effective for two (2) years following the Securities Act expiration of Registrable Shares, it shall promptly give written notice the one (1) year lock-up described in the first sentence of Section 15(f) hereof. As soon as reasonably practicable after the issuance to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery Investors of any such notice by shares of Common Stock as a dividend pursuant to Article FOURTH, Section 2 of the Company, 's Amended and Restated Certificate of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration)Incorporation, the Company shall, subject shall file such amendments or supplements to Section 2(b) below, promptly use its best efforts such shelf registration statement as are necessary to effect qualify such shares of Common Stock for offer and sale by the Investors from time to time in accordance with the methods of distribution elected by the Investors and set forth in such shelf registration under the Securities Act of the Registrable Shares which the Company has been so requested to registerstatement.
(b) Anything contained The only securities which the Company shall be required to register pursuant this Section 4 and Sections 5 and 6 hereto shall be shares of Common Stock; PROVIDED, HOWEVER, that, in any underwritten public offering contemplated by this Section 2(a) 4 or Sections 5 and 6, the holders of Series D Preferred Shares shall be entitled to sell such Series D Preferred Shares to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion or exercise and conversion, as applicable, thereof. Notwithstanding anything to the contrary notwithstandingcontained herein, the Company shall not no request may be obligated to effect pursuant to Section 2(a) any registration made under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective 4 within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 180 days after the effective date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held statement on Form S-1 filed by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other SharesCompany.
(c) A The Company shall be entitled to include in any registration statement referred to in this Section 4 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if any, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If in the opinion of the managing underwriter, if any, the inclusion of all of the Restricted Stock requested registration to be registered under this Section 2 may would adversely affect the marketing of such shares, shares to be rescinded prior to such registration being declared effective sold by the Commission by written notice holders of Restricted Stock, if any, shall be excluded only after any shares to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred be sold by the Company have been excluded and in connection with such rescinded registrationmanner that the shares to be sold shall be allocated among the selling holders PRO RATA based on their ownership of Restricted Stock.
Appears in 1 contract
Required Registration. (a) If at At any time beginning six months after a registration statement covering a public offering of securities of the Company shall be requested by CVCA to effect the registration under the Securities Act shall have become effective, the holders of Registrable Shares, it shall promptly give written notice to Registerable Stock constituting at least 25% of the other Purchasers total shares of its requirement to so register such Registrable Shares and, upon the written request, delivered to Registerable Stock then outstanding may request the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration register under the Securities Act all or any portion of the Registrable Shares which shares of Registerable Stock held by such requesting holder or holders for sale in the manner specified in such notice. In addition, at any time following the second anniversary of the date of this Agreement, if a registration statement on Form S-1 has not yet become effective, the holders of Registerable Stock constituting more than 50% of the total shares of Registerable Stock then outstanding may request the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstanding, the Company shall not be obligated to effect pursuant to Section 2(a) any registration register under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% all or any portion of the Registrable Shares requested to be included shares of Registerable Stock held by such requesting holder or holders for sale in the registration pursuant manner specified in such notice. Notwithstanding anything to Section 2(a) as a result of an underwriter's cutbackthe contrary contained herein, then an additional registration shall no request may be added to made under this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective 3 within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 120 days after the effective date of a request for registration pursuant to Section 2(a) if at the time of such request statement filed by the Company is engaged in covering a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Sharesfirm commitment underwritten public offering; provided, however, that if the managing underwriter advises this limitation shall not be utilized by the Company that to deny the inclusion request of holders of Registerable Stock on more than one occasion in any twelve month period.
(b) Following receipt of any notice under this Section 3, the Company shall immediately notify all Registrable Sharesholders of Registerable Stock from whom notice has not been received and shall use its best efforts to register under the Securities Act, Primary Shares and Other Shares proposed to be included for public sale in accordance with the method of disposition specified in such registration would interfere with the successful marketing (including pricing) of all such securitiesnotice from requesting holders, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included shares of Registerable Stock specified in such registration shall be included notice (and in the following order:
(A) first, the Registrable Shares held all notices received by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCAother holders within 30 days after the giving of such notice by the Company). The Company shall be obligated to register Registerable Stock pursuant to this Section 3 on two occasions only; provided, however, that such rescinded registration obligation shall not count as be deemed satisfied only when a registration initiated statement covering all shares of Registerable Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto.
(c) The Company shall be entitled to include in any registration statement referred to in this Section 3, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account or for sale by others, except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registerable Stock to be sold. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 2 for purposes 3 until the completion of subclause (A) the period of clause (i) distribution of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registrationcontemplated thereby.
Appears in 1 contract
Required Registration. (a) If at any time After 90 days from closing, Purchaser can demand that the Company file a registration statement covering its shares included in the Units ("Shares"). Within 14 business days after demand the Company shall be requested by CVCA to effect the prepare and file a registration statement on Form S-3 under the Securities Act or other appropriate Form in the event Form S-3 is not available, covering the Shares and shall use commercially reasonable efforts to cause such registration statement to become effective as expeditiously as possible and to remain effective until the earliest to occur of Registrable Shares(i) the date the Shares covered thereby have been sold, it shall promptly give written (ii) the date by which all Shares covered thereby may be sold under Rule 144 without restriction as to volume and own less than 1% of outstanding shares, or (iii) the date which is the 36-month anniversary of the closing date for the Units.
(b) Following the effectiveness of a registration statement filed pursuant to this section, the Company may, at any time, suspend the effectiveness of such registration for up to thirty (30) days, as appropriate (a "Suspension Period"), by giving notice to the other Purchasers of its requirement to so register such Registrable Shares andUnits, upon if the written request, delivered to board of directors shall have reasonably determined in good faith that the Company within 30 days after delivery of is required to disclose any such notice by material corporate development which disclosure may have a Material Adverse Effect on the Company. Notwithstanding the foregoing, of the other Purchasers to include in such registration Registrable Shares (which request no more than one Suspension Period may occur during any twelve-month period, unless approved by Purchasers. The Company shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect limit the duration and number of any Suspension Periods. The Purchasers of Units agree that, upon receipt of any notice from the Company of a Suspension Period, the Purchasers of Units shall forthwith discontinue disposition of Units covered by such registration under statement or prospectus until the Securities Act Purchasers of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstanding, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
Units (i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration are advised in writing by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion use of all Registrable Sharesthe applicable prospectus may be resumed, Primary Shares (ii) have received copies of a supplemental or amended prospectus, if applicable, and Other Shares proposed (iii) have received copies of any additional or supplemental filings which are incorporated or deemed to be included in incorporated by reference into such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Sharesprospectus.
(c) A requested If the registration under this statement required to be filed pursuant to Section 2 may be rescinded prior to 4.1(a) has not been filed by the Company with the Commission by the 14th business day following the demand date or has not been declared effective by the Commission within 50 calendar days after the filing date (either event, a "Registration Default"), then following such Registration Default and until such Registration Default is cured by the Company filing such registration statement with the Commission and such registration statement being declared effective by the Commission by written notice to the Company from CVCA; provided(a "Registration Cure"), however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed pay to each Purchaser an amount (pro rata the "Default Payment") equal to the product of (x) one thirtieth of one percent of the purchase price of the shares acquired by such Purchaser on the Closing Date, multiplied by (y) the number of days which elapse between the date of the Registration Default and the date of the Registration Cure (the "Registration Default Period"). The Default Payment may be paid in either cash or additional shares of Common Stock, such form of payment to be determined at the election of the Company each 30 days during the Registration Default Period up to the 90th day following the date of the demand and thereafter to be determined at the election of the Purchasers requesting registration each 30 days during the Registration Default Period, with the number of additional Shares calculated based upon the closing price of the Company's Common Stock on the Nasdaq Small Cap Market on the trading day immediately prior to the end of the period with respect to which such Default Payment relates. The Company and the Purchasers agree that the damages resulting from a Registration Default would be difficult or impossible to determine and that the Default Payment represents a reasonable approximation of the anticipated damages. Accordingly, the Purchasers agree that the receipt of the Default Payment shall be Purchasers' sole and exclusive remedy under this Agreement or otherwise for a Registration Default, and in such other proportion as they may agree) for all out-of-pocket expenses incurred by no event shall the Company in connection with such rescinded registrationbe liable for any lost profits, consequential, special, punitive or similar damages, no matter how identified, resulting from a Registration Default. Notwithstanding the foregoing, Purchaser shall be entitled to exercise the right to seek specific performance of the Company's obligations under the Agreement.
Appears in 1 contract
Required Registration. (a) If at At any time six months after the Company has completed an initial public offering of its common stock pursuant to a registration statement filed with the Commission, the record holder of Shares may by written request demand one registration with respect to common stock issued or issuable upon conversion of the Preferred Stock or exercise of warrants in a total amount not to exceed 1,500,000 shares of common stock (the "Common Stock") subject to these registration rights. Upon receipt of the written request the Company shall be requested by CVCA to effect the prepare and file a registration statement under the Securities Act covering the Common Stock which is the subject of Registrable Sharessuch request and shall use its best efforts to cause such registration statement to become effective. In addition, it upon receipt of such request, the Company shall promptly give written notice to the all other Purchasers holders of its requirement common stock who have registration rights that such registration is to so register such Registrable Shares and, upon be effected. Upon the written request, delivered request of record holders of any shares of common stock subject to the Company registration rights given within 30 15 days after delivery receipt of any such notice by from the Company, of the other Purchasers to include in Company will, except as herein provided, cause all such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration)shares, the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act record holders of the Registrable Shares which the Company has been have so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstandingregistration thereof, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with statement, all to the successful marketing (including pricing) extent requisite to permit the sale or other disposition by the prospective seller or sellers of all such securitiesthe shares to be so registered. In the event that the aggregate number of shares requested for inclusion pursuant to this section is in the good faith judgment of the Underwriter excessive in view of the ability of the market to absorb them without adverse price reaction, then the number of Registrable Shares, Primary Shares and Other Shares proposed shares to be included in such registration registered shall be included in reduced pari passu among the following order:
(A) firstholders which shall include the record holder hereunder as well as all existing holders who currently have incidental registration rights by virtue of separate agreements with the Company. Not more than once a year holders of Preferred Stock shall also be entitled to unlimited demand registrations on Form S-3 with respect to Common Stock, subject to rights granted to existing stockholders of the Company. Upon request, the Registrable Shares held Company shall file, and pay the expenses associated with, any number of registration statements on Form S-3, if such form is then available for use by the Purchasers requesting that their Registrable Shares be included in Company and such registration pursuant to Section 2(a)record holder or holders. If, pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested any written request for registration under this Section 2 may be rescinded prior to such registration being declared effective is received by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if 2, the Company shall have been reimbursed (pro rata by has determined to proceed with the Purchasers requesting actual preparation and filing of a registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by statement under the Company Securities Act in connection with the proposed offer and sale for cash of any of its securities by it or any of its security holders, such rescinded registrationwritten request shall be deemed to have been given pursuant to Section 1 hereof rather than this Section 2, and the rights of the holders of Common Stock covered by such written request shall be governed by Section 1, hereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Digital River Inc /De)
Required Registration. (a) If at any time the Company shall be requested by CVCA Investors who or which hold Restricted Shares (based upon Common Stock equivalents) constituting at least 25% of the then-outstanding Common Stock and Common Stock equivalents held by all Investors, to effect the registration under the Securities Act of Registrable SharesShares in accordance with this Section, it then the Company shall promptly give written notice of such proposed registration to all holders of Restricted Shares and shall offer to include in such proposed registration any Registrable Shares requested to be included in such proposed registration by such holders who respond in writing to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company Company's notice within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request response shall specify the number of Registrable Shares proposed to be included in such registration), the . The Company shall, subject to Section 2(b) below, shall promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstanding; provided, however, that the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(ia) the The Company shall not be obligated to use its best efforts to file and cause to become effective (Ai) more than one Registration Statement three registration statements initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, or (Bii) any Registration Statement registration statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(iib) the The Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after registration statement if at the date time of a request for registration pursuant to this Section 2(a) if at the Company is registering, or has fixed plans to register within 60 days of the time of such request request, Primary Shares under the Company is engaged Securities Act, in which event such registration shall not count as a Material Transactionregistration initiated pursuant to this Section and the holders of Restricted Shares may include Registrable Shares pursuant to and in accordance with Section 3; and
(iiic) with With respect to any registration pursuant to Section 2(a)this Section, the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(Ai) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a)Stockholders, pro rata based upon the number of Restricted Securities owned Registrable Shares requested to be included by each such Purchaser at the time of Stockholder in such registration;
(Bii) second, the Primary Shares; and
(Ciii) third, the Other Shares.
(cd) A requested registration under shall not count as a registration initiated pursuant to this Section 2 for purposes of paragraph (a) above unless the Investors are able to register and sell at least 80% of the Registrable Shares requested to be included therein. A requested registration may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCAby the Investors initiating such request; provided, however, that such rescinded registration shall not count as a registration statement initiated pursuant to this Section 2 for purposes of subclause paragraph (A) of clause (i) of subsection (ba) above if the Company Investors initiating such request shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) Company for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration.
Appears in 1 contract
Sources: Registration Rights Agreement (Magnavision Corporation)
Required Registration. On any date more than two (a2) If at any time years after the Closing Date (as defined in the Share Exchange Agreement), if the Company shall be requested in writing by CVCA the Requisite Holders to effect the registration under the Securities Act of Registrable Shares, it shall promptly give written notice to Shares either (i) constituting at least 25% of the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery or (ii) having a proposed offering price of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration)at least $1,000,000, the Company shall, subject to Section 2(b) below, shall promptly use its best efforts to effect such the registration under the Securities Act of the all Registrable Shares which requested by the Company has been Requisite Holders to be so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstandingregistered; provided, however, that the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(ia) the Company shall not be obligated to use its best efforts to file and cause to become effective (Ai) more than one Registration Statement two registration statements initiated pursuant to this Section 2(a) (2 pursuant to which the Registrable Shares included therein could have been effectively sold thereunder; provided, however, that if the Company, shall consummate a "shelf" any registration proceeding begun pursuant to this Agreement such registration shall be deemed to count as one demand registration by Section 2 which is subsequently withdrawn for any reason at the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% direction of the Company shall not count towards such two registration statements which the holders of Registrable Shares requested have the right to be included in cause the registration Company to effect pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, 2; or (Bii) any Registration Statement registration statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(iib) the Company may delay the filing or effectiveness of any Registration Statement registration statement for a period of up to 90 days after the date of a request for registration pursuant to this Section 2(a2 if (a) if at the time of such request the Company is engaged engaged, or has fixed plans to engage within 90 days of the time of such request, in a Material Transactionfirm commitment underwritten public offering of Primary Shares in which the holders of Restricted Shares may request the inclusion of Registrable Shares pursuant to Section 3 or (b) the Company shall furnish to the holders of Registrable Shares requesting such registration 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 stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement (provided that the Company may not utilize the right set forth in this clause (b) more than once in any twelve (12) month period); and
(iiic) with respect to any registration pursuant to this Section 2(a)2, the Company may include in such registration registration, any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all the Registrable Shares proposed to be included in such securities, registration then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(Ai) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares requested to be included in such registration pursuant to Section 2(a)(or, if necessary, the Registrable Shares pro rata rata, based upon the number of Restricted Securities Shares (based upon Common Stock equivalents) owned by each such Purchaser holder thereof at the time of such registrationRegistration Date);
(Bii) second, the Primary Shares; and
(Ciii) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration.
Appears in 1 contract
Sources: Agreement and Plan of Exchange and Stock Purchase (Paul Son Gaming Corp)
Required Registration. (a) If at any time up to five (5) years after the --------------------- Effective Date the Company shall be requested by CVCA to effect receive a written request therefor from any record holder or holders of an aggregate of at least a majority of the registration shares of Purchased Stock (as hereinafter defined) not theretofore registered under the Securities Act of Registrable Shares1933 (the "Securities Act") and sold (but in no event less than ____ shares), it the Company shall prepare and file a registration statement under the Securities Act covering the shares of Purchased Stock which are the subject of such request and shall use its best efforts to cause such registration statement to become effective. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of shares of Purchased Stock not theretofore registered under the Securities Act and sold that such registration is to be effected. The Company shall include in such registration statement such shares of Purchased Stock for which it has received written requests to register by such other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company record holders within 30 days after the delivery of any such notice by the Company, of the 's written notice to such other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstanding, the record holders. The Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to prepare, file and cause to become effective (A) more than only one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration statement pursuant to this Agreement Section 1 and to pay all costs and expenses associated with such registration statement. In the event that the holders of a majority of the Purchased Stock for which registration has been requested pursuant to the foregoing determine for any reason not to proceed with a registration at any time before a registration statement has been declared effective by the Securities and Exchange Commission (the "Commission"), and such registration statement, if theretofore filed with the Commission, is withdrawn with respect to the Purchased Stock covered thereby, and the holders of such Purchased Stock agree to bear their own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to the registration of such Purchased Stock, then the holders of such Purchased Stock shall not be deemed to have exercised their right to require the Company to register Purchased Stock pursuant to this Section 1. Notwithstanding the foregoing, at any time up to five (5) years after the Effective Date the record holder or holders of an aggregate of at least a majority of the shares of Purchased Stock not theretofore registered under the Securities Act and sold may require, pursuant to this Section 1, the Company to prepare, file and cause to become effective any number of registration statements but such holder or holders shall bear their own costs and expenses and reimburse the Company for its costs and expenses associated with such registration statements and the Company shall not be required to comply with more than two such requests per year. If, at the time any written request for registration is received by the Company pursuant to this Section 1, the Company has finally determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities by it or any of its security holders, such written request shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration have been given pursuant to Section 2(a) as a result 2 hereof rather than this Section 1, and the rights of an underwriter's cutback, then an additional registration the holders of Purchased Stock covered by such written request shall be added governed by Section 2 hereof. Without the written consent of the holders of a majority of the Purchased Stock for which registration has been requested pursuant to this Section 2(b)(i) until 1, neither the foregoing condition is satisfied, (B) any Registration Statement during any period in which Company nor any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value holder of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness securities of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include securities in such registration any Primary Shares or Other Shares; provided, however, that if in the good faith judgment of the managing underwriter advises the Company that underwriter, if any, of such public offering the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed such securities would EXHIBIT A to be included in such registration would Warrant interfere with the successful marketing (including pricing) of all such securities, then the number Purchased Stock or require the exclusion of Registrable Shares, Primary Shares and Other Shares proposed any portion of the Purchased Stock to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held registered. The rights granted by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 1 may be rescinded prior transferred to, and are exercisable by subsequent transferee of any shares of Purchased Stock, except with respect to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, shares of Purchased Stock that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by registered under the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registrationSecurities Act and sold.
Appears in 1 contract
Sources: Warrant Agreement (Colorado Business Bankshares Inc)
Required Registration. (a) If at At any time beginning six (6) months following the date hereof, a Threshold Amount of Institutional Investors may, by written notice, request that the Company shall be requested by CVCA to effect the registration register under the Securities Act of Registrable Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of all or any such notice by the Company, portion of the other Purchasers to include shares of Restricted Stock held by such requesting holders for sale in the manner specified in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration)notice; provided, the Company shallhowever, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstanding, that the Company shall not be obligated to effect register Restricted Stock pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
such request: (i) in any particular jurisdiction in which the Company shall would be required to qualify to do business or to execute a general consent to service of process in effecting such registration when it was not be obligated to use its best efforts to file then so qualified and cause to become effective had not filed such a consent; (Aii) more than one Registration Statement initiated pursuant subject to Section 2(a5(a) below, during the period beginning 30 days prior to the filing, and ending on a date 90 days following the effective date, of a registration statement filed by the Company relating to an underwritten offering only of the Company’s capital stock; or (provided, iii) if counsel to the Company opines to the requesting Institutional Investors that if the filing of such a registration statement would require the disclosure of material non-public information about the Company, shall consummate the disclosure of which could have a "shelf" registration pursuant to this Agreement material adverse effect on the business or financial condition of the Company, in which event no such registration statement shall be deemed to count as one demand registration by filed until the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% earlier of the Registrable Shares requested lapse of 90 days from the issuance of the opinion of Company counsel or the issuance of a subsequent opinion that such information is no longer required to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutbackdisclosed, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 not material or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 daysnon-public, or (C) any Registration Statement if its disclosure would not have a material adverse effect on the aggregate market value business or financial condition of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other SharesCompany; provided, however, that if the Company may not exercise its right under this clause (iii) more than once in any 12-month period. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 360 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to this Section 4 or Section 5 hereof and in which there shall have been effectively registered all shares of Restricted Stock as to which registration shall have been so requested (and which requests shall total at least twenty-five percent of the shares of Restricted Stock originally purchased by the Institutional Investors).
(b) Promptly following receipt of any notice under this Section 4, the Company shall immediately notify all other Institutional Investors from whom notice has not been received and shall file and use its best efforts to have declared effective a registration statement under the Securities Act for the public sale, in accordance with the method of disposition specified in such notice from requesting holders, of the number of shares of Restricted Stock specified in such notice (and in any notices received from other holders of Restricted Stock within 20 days after the date of such notice from the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter advises of such offering, subject to the Company that approval of the inclusion Institutional Investors participating in such registration who own a majority in interest of all Registrable Shares, Primary Shares and Other Shares proposed the Restricted Stock requested to be included in such registration would interfere with the successful marketing (including pricing) of all by such securitiesInstitutional Investors, then the which approval shall not be unreasonably withheld. The number of Registrable Shares, Primary Shares and Other Shares proposed shares of Restricted Stock to be included in such registration an underwriting may be reduced (pro rata among all holders requesting, under this Section 4, to participate in such registration) if and to the extent that the managing underwriter shall be included of the opinion that such inclusion would adversely affect the marketing of the securities to be sold therein. With respect to the preceding sentence, if the Company elects to reduce pro rata the amount of Restricted Stock proposed to be offered in the following order:
(A) firstunderwriting, for purposes of making any such reduction, each holder of Restricted Stock which is a partnership, together with the affiliates, partners, employees, retired partners and retired employees of such holder, the Registrable Shares held estates and family members of any such partners, employees, retired partners and retired employees and of their spouses, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “person”, and any pro rata reduction with respect to such “person” shall be based upon the aggregate number of shares of Restricted Stock owned by all entities and individuals included as such “person,” as defined in this sentence (and the Purchasers requesting that their Registrable Shares aggregate number so allocated to such “person” shall be allocated among the entities and individuals included in such registration “person” in such manner as such holder of Restricted Stock may reasonably determine). The Company shall be obligated to register Restricted Stock pursuant to Section 2(a), pro rata based upon requests made by a Threshold Amount of the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration Institutional Investors under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA4 on two occasions only; provided, however, that as to such rescinded registration occasion such obligation shall not count as be deemed satisfied only when a registration initiated statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto.
(c) The Company shall be entitled to include in any registration statement referred to in this Section 4 for which the method of distribution is an underwritten public offering, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as set forth in this Section 4, no securities shall be included in any registration statement referred to in this Section 4 without the prior written consent of the holders of a majority in interest of the Institutional Investors’ Restricted Stock requested to be included in such registration. Except with respect to registration statements on Form S-8 (or other forms not available for registering restricted stock for sale to the public), the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 2 for purposes 4 until the completion of subclause (A) the period of clause (i) distribution of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registrationcontemplated thereby.
Appears in 1 contract
Sources: Registration Rights Agreement (Allied Capital Corp)
Required Registration. (a) If at At any time after the Company date which is the earlier to occur of: the ninetieth (90th) day after the Closing Date, if by such date, individuals designated by the Investor to be elected to the Board of Directors of the Corporation (in accordance with the Certificate of Designation (as defined in the Securities Purchase Agreement)) do not constitute a majority of the Board of Directors of the Corporation, or (ii) the first (1st) anniversary of the Closing Date, the holders of at least a majority of the Investor Registrable Shares then outstanding (determined on an as converted basis) may request in writing that the Corporation effect the registration under the Securities Act of all or part of their or its Investor Registrable Shares (a “Demand Registration”). Such request will specify the number of shares of Investor Registrable Shares proposed to be sold and will also specify the intended method of disposition thereof. Unless the holder or holders of a majority of the Investor Registrable Shares to be registered in such Demand Registration shall consent in writing, no other party, other than the Corporation shall be requested by CVCA permitted to offer securities under any such Demand Registration. The Corporation shall promptly use its best efforts to effect the registration under the Securities Act of Registrable Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register such Investor Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include as are specified in such request by preparing and filing a registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included statement in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration under compliance with the Securities Act of the Registrable Shares which the Company has been so requested to registerAct.
(b) Anything Notwithstanding anything contained in this Section 2(a) 2 to the contrary notwithstandingcontrary, the Company Corporation shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company The Corporation shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement two registration statements initiated pursuant to Section 2(a) (providedabove; provided that, that if the Companysubject to Section 2(b)(v) below, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to will not count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration a Demand Registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold it has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;become effective.
(ii) the Company The Corporation may delay the filing or effectiveness of any Registration Statement registration statement for a period of up to 90 75 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request request: (X) the Company Corporation is engaged engaged, or has fixed plans to engage within 45 days of the time of such request, in a Material Transactionfirm commitment underwritten public offering of Primary Shares in which the holders of Investor Registrable Shares have been or will be permitted to include Investor Registrable Shares so requested to be registered pursuant to Section 3, or (Y) the Board in good faith reasonably determines that such registration and offering would either (A) require the disclosure of material information that the Corporation has a bona fide business purpose for preserving as confidential or (B) interfere with any material transaction involving the Corporation; andprovided, however, that the Corporation shall only be entitled to invoke its rights under this Section 2(b)(ii) one time during any consecutive 12-month period.
(iii) with With respect to any registration pursuant to this Section 2(a)2, the Company Corporation may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter Underwriter advises the Company Corporation that the inclusion of all Investor Registrable Shares, Primary Shares and Other Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all the Investor Registrable Shares proposed to be included in such securitiesregistration, then the number of Investor Registrable Shares, Primary Shares and Other Primary Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Investor Registrable Shares held by the Purchasers requesting that their (or, if necessary, such Investor Registrable Shares be included in such registration pursuant to Section 2(a), pro rata among the holders thereof based upon the number of Restricted Securities owned Investor Registrable Shares requested to be registered by each such Purchaser at the time of such registration;holder); and
(B) second, the Primary Shares; and
(C) third. To the extent 10% or more of the Investor Registrable Shares so requested to be registered are excluded from the offering in accordance with this Section 2(b)(iii), the Other holders of such Investor Registrable Shares as a group shall have the right to one additional Demand Registration under this Section 2 with respect to such Investor Registrable Shares.
(civ) A If the registration requested pursuant to Section 2(a) above by holders of the Investor Registrable Shares is in the form of an underwritten offering, then the Corporation shall select the book-running managing Underwriter in connection with such offering and any additional investment bankers and managers to be used in connection with the offering; provided that such managing Underwriter and additional investment bankers and managers must be reasonably satisfactory to a majority of the Investors making such Demand Registration.
(v) At any time before the registration under this statement covering a Demand Registration becomes effective, the holders of the Investor Registrable Shares initiating such request pursuant to Section 2 2(a) above may be rescinded prior request the Corporation to such withdraw or not to file the registration being declared effective by the Commission by written notice to the Company from CVCAstatement; provided, however, that such the requested registration which has been rescinded registration shall not count as a registration initiated pursuant to this Section 2 Demand Registration for purposes of subclause Section 2(b)(i) unless (A) such request of clause withdrawal was caused by, or made in response to, a material adverse change or a similar event related to the business, properties, assets, condition, or operations of the Corporation not known (iwithout imputing the knowledge of any other Person to such holders) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration holders initiating such request at the time their request was made, or in (B) such other proportion as they may agree) Investors reimburse the Corporation for all out-of-pocket expenses incurred by the Company in connection with such rescinded registrationwithdrawn request.
Appears in 1 contract
Sources: Registration Rights Agreement (Comprehensive Care Corp)
Required Registration. (a) If at any time after the earlier to occur of (i) 120 days after the Company has completed a Public Offering, or (ii) the twelve (12) month anniversary date hereof, one or more holders of at least forty percent (40%) of the Registrable Shares, shall notify the Company in writing that it or they intend to offer or cause to be offered for public sale any portion or all of the Registrable Shares, the Company will so notify all holders of Registrable Shares. Upon written request of any holder received by the Company within twenty (20) days after written notice is delivered by the Company, the Company will cause all or any part of the Registrable Shares that may be requested by CVCA any holder thereof (including the holder or holders giving the initial notice of intent to effect the registration offer) to be registered under the Securities Act of Registrable Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstanding, the as expeditiously as possible. The Company shall not be obligated to effect effect, or to take any action to effect, any such registration pursuant to this Section 2(a) any registration under the Securities Act except in accordance with the following provisions2.2:
(i) In any particular jurisdiction in which the Company shall not would be obligated required to use its best efforts execute a general consent to file service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall except as may be deemed to count as one demand registration required by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 millionAct;
(ii) After the Company has initiated two such registrations pursuant to this Section 2.2 (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the holders as to which the holders have not elected to bear the expenses of registration pursuant to Section 2.9 hereof and would, absent such election, have been required to bear such expenses);
(iii) During the period starting with the date 60 days prior to the Company's good faith estimate of the date of filing of, and ending on a date 120 days after the effective date of, a Company-initiated initial Public Offering; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(iv) If the initiating holders propose to dispose of Registrable Shares which may delay be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof;
(b) Notwithstanding anything contained in this Section 2.2 to the contrary, if the Company furnishes to the holders of Registrable Shares requesting any registration pursuant to such section, a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing or effectiveness of any Registration Statement a registration statement, then the Company shall have the right to defer the filing of a registration statement with respect to such offering for a period of up to 90 not more than 120 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request from receipt by the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), of the Company may include in such registration any Primary Shares or Other Sharesrequest by the initiating holder; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included may not exercise such right more than once in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Sharesany twelve month period.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration.
Appears in 1 contract
Sources: Registration Rights Agreement (Apex Pc Solutions Inc)
Required Registration. The Company shall:
(a) If at any Subject to Section 5.2 below, use its best efforts, subject to receipt of all necessary information from the Purchasers, to prepare and file with the Commission within 5 Business Days of the effective date of its current registration statement on Form S-3 filed March 18, 2005, as amended April 15, 2005 (Reg. No. 333-123437) (the “Target Deadline”) a registration statement (the “Registration Statement”) covering the resale of the Common Shares and the Warrant Shares (collectively, the “Registrable Securities”) by the Purchasers from time to time through the Company shall American Stock Exchange, the over-the-counter market or in privately-negotiated transactions or otherwise.
(b) Subject to the provisions of Section 5.2 below, use its best efforts, subject to receipt of all necessary information from the Purchasers, to cause the Registration Statement to be requested by CVCA declared effective as promptly as practicable after filing thereof, but in no event later than the date which is 90 days after the filing of the Registration Statement (the “Effectiveness Deadline”).
(c) Use its best efforts to effect keep the Registration Statement continuously effective under the Securities Act until the date which is the earlier of the date when (i) all Registrable Securities have been sold, or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act of Registrable Sharesand without volume restrictions pursuant to Rule 144 under the Securities Act, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered as determined by counsel to the Company within 30 days after delivery of any pursuant to a written opinion letter to such notice by effect, addressed and acceptable to the Company, of ’s transfer agent and the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to registerPurchasers.
(bd) Anything contained in Section 2(a) to the contrary notwithstanding, File documents required of the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except for customary “blue sky” clearance in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration states specified in writing by the Purchasers); provided however, that if Purchasers and reasonably required by the Purchasers were unable in order to sell at least 90% of resell the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other SharesSecurities; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented.
(e) File with the Commission in a timely manner the reports and other documents required to be filed by it under the Securities Act and the Exchange Act (or, if the managing underwriter advises Company is not required to file such reports, it will, upon the Company that the inclusion request of all Registrable Sharesany Purchaser, Primary Shares and Other Shares proposed make publicly available other information so long as necessary to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held permit sales by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(aunder Rule 144 under the Securities Act), pro rata based upon all to the number of Restricted extent required to enable the Purchasers to sell the Registrable Securities owned by each such Purchaser at the from time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested to time without registration under this Section 2 the Securities Act within the limitations provided by (i) Rule 144 under the Securities Act, as such Rule may be rescinded prior amended from time to such registration being declared effective time, or (ii) any similar rule or regulation hereafter adopted by the Commission by written notice to the Company from CVCACommission; provided, however, that such rescinded nothing in this Agreement shall require the Company to file reports under the Securities Act or the Exchange Act, to register any of its securities under the Exchange Act, or to make publicly available any information concerning the Company at any time when it is not required by law or by any agreement by which it is bound to do any of the foregoing.
(f) Subject to Section 6.1, all expenses relating to the registration shall not count as a registration initiated and offering of the Registrable Securities pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company 5.1 shall have been reimbursed (pro rata be borne by the Company, except that the Purchasers requesting registration or in shall bear underwriting and selling commissions attributable to their Registrable Securities being registered and any transfer taxes on shares being sold by such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registrationPurchaser.
Appears in 1 contract
Required Registration. (a) If at any time the Company shall be requested by CVCA to effect the registration under the Securities Act of Registrable Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within Within 30 days after delivery from the date of any such notice by this Agreement (the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration“Filing Date”), the Company shall, subject shall file with the Commission a registration statement on Form S-1 or such other form as may be appropriate in order to Section 2(b) below, promptly use its best efforts permit the Investor to effect such registration under publicly sell the Securities Act of the Registrable Shares which the Company has been so requested to registerShares.
(b) Anything contained in Section 2(aIf: (i) the registration statement is not filed on or prior to the contrary notwithstandingFiling Date; or (ii) the Company fails to cause the registration statement to be declared effective by the Effective Date (any such failure or breach being referred to as an “Event,” and the date on which such Event occurs being referred to as the “Event Date”), then, until the applicable Event is cured, the Company shall pay to the Investor in cash, as liquidated damages and not be obligated as a penalty, an amount equal to effect pursuant to Section 2(a) any registration 1.0% of the total amount invested by the Investor under the Securities Act except in accordance with Purchase Agreement for each 30 day period (prorated for partial periods), up to a maximum of 10%, during which such Event continues uncured. While such Event continues, such liquidated damages shall be paid not less often than every 30 days. Any unpaid liquidated damages as of the following provisions:
(i) date when an Event has been cured by the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if paid within seven business days following the date on which such Event has been cured by the Company. Provided, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, the foregoing liquidated damages shall not accrue or be otherwise charged during any period in which the Investor may sell all Shares on any given day under Rule 144 or after such Investor has publicly sold its Registrable Securities. Notwithstanding anything herein to the contrary, (x) to the extent that if the Purchasers were unable to sell at least 90% registration of any or all of the Registrable Shares requested to be included in Securities by the Company on a registration pursuant to Section 2(astatement is prohibited (the “Non-Registered Shares”) as a result of an underwriter's cutbackrules, then an additional registration shall be added to this Section 2(b)(i) until regulations, positions or releases issued or actions taken by the foregoing condition is satisfied, Commission (B) any Registration Statement during any period in which including its Division of Corporation Finance or any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto part of its staff) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) its authority with respect to any registration pursuant to Section 2(a), Rule 415 (or successor rule) and the Company may include in has registered at such registration any Primary Shares or Other Shares; provided, however, that if time the managing underwriter advises the Company that the inclusion maximum number of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere Securities permissible upon consultation with the successful marketing Commission (including pricing) its Division of all such securitiesCorporation Finance or any other part of its staff), then the number of Registrable liquidated damages described in this Section 2(b) shall not be applicable to such Non-Registered Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(Ay) first, if the Registrable Shares held Securities cannot be publicly sold as the result of any matter outside of the Company’s control including review of the Registration Statement by the Purchasers requesting that their Registrable Shares Staff of the Securities and Exchange Commission, than the liquidated damages described in this Section 2(b) shall not be included in applicable to such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Non-Registered Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration.
Appears in 1 contract
Required Registration. (a) As soon as practicable following the Closing, the Company shall prepare and file with the Commission a shelf registration statement on Form S-3 (or any successor or other appropriate form) under the Securities Act with respect to the Registrable Securities (the "Registration Statement") and effect all such registrations, qualifications and compliances (including, without limitation, obtaining appropriate qualifications under applicable state securities or "blue sky" laws and compliance with any other applicable governmental requirements or regulations) as may reasonably be required in connection with the sale of the Registrable Securities as described herein.
(b) The Company shall use its best efforts to cause the Registration Statement to become effective, and shall maintain the effectiveness of the Registration Statement and other applicable registrations, qualifications and compliances until the first to occur of (i) the first anniversary of the Closing (plus, if applicable, the amount of time that has elapsed during any Suspension Periods, as defined below), or (ii) the date on which all of the Registrable Securities have been disposed of by the Investors.
(c) If at any time after the Registration Statement is declared effective, the Company determines that the sale of the Registrable Securities pursuant to the Registration Statement would require disclosure of information that, in the judgment of the Company, cannot be disclosed at that time without other material adverse consequences to the Company, the Investors shall, upon receipt of written notice of that determination, suspend sales of the Registrable Securities for a period (the "Suspension Period") beginning on the date of receipt of that notice and expiring on the date upon which the information is disclosed to the public or ceases to be material, and in any case as evidenced by a written notice from the Company to the Investors to that effect.
(d) Upon written notice from the Company of the happening of any event that makes any statement made in the Registration Statement, related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or which requires the making of any changes in the Registration Statement, prospectus or document so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, each holder of Registrable Securities registered under the Registration Statement shall forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until (i) receipt of the copies of the supplemented or amended prospectus or (ii) it is advised in writing by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus. In the event that the Company shall be requested by CVCA to effect the registration give any notice under the Securities Act of Registrable Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares this subparagraph (which request shall specify the number of Registrable Shares proposed to be included in such registrationd), the Company shall, subject to Section 2(b) below, promptly shall use its best reasonable efforts and take such actions as are reasonably necessary to effect such registration under end the Securities Act of the Registrable Shares which the Company has been so requested to registerSuspension Period as promptly as practicable.
(be) Anything contained in Section 2(a) to In no event shall any holder of Registrable Securities sell any securities registered under the contrary notwithstanding, Registration Statement without giving the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(athree (3) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the business days' prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shareswritten notice.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration.
Appears in 1 contract
Required Registration. (a) If the Company shall receive at any time after the earlier of (1) October 1, 1999, or (2) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company shall be requested by CVCA (other than a registration statement relating either to effect the registration sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction), a written request therefor from any record holder or holders of an aggregate of at least two-thirds of the shares of Purchased Stock not theretofore registered under the Securities Act and sold, the Company shall prepare and file a registration statement under the Securities Act covering the shares of Registrable SharesPurchased Stock which are the subject of such request and shall use its best efforts to cause such registration statement to become effective. In addition, it upon the receipt of such request, the Company shall promptly give written notice to all other record holders of shares of Purchased Stock not theretofore registered under the Securities Act and sold that such registration is to be effected. The Company shall include in such registration statement such shares of Purchased Stock for which it has received written requests to register by such other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company record holders within 30 days after the delivery of any such notice by the Company, of the 's written notice to such other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstanding, the record holders. The Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to prepare, file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" only two registration statements pursuant to this Agreement Section 12.1, and to pay the expenses associated with such registration statements. In the event that the holders of a majority of the Purchased Stock for which registration has been requested pursuant to this Section 12.1 determine for any reason not to proceed with a registration at any time before a registration statement has been declared effective by the Commission, and such registration statement, if theretofore filed with the Commission, is withdrawn with respect to the Purchased Stock covered thereby, and the holders of such Purchased Stock agree to bear their own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to the registration of such Purchased Stock, then the holders of such Purchased Stock shall not be deemed to have exercised their right to require the Company to register Purchased Stock pursuant to this Section 12.1. If, at the time any written request for registration is received by the Company pursuant to this Section 12.1, the Company has determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities by it or any of its security holders, such written request shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration have been given pursuant to Section 2(a) as a result 12.2 hereof rather than this Section 12.1, and the rights of an underwriter's cutback, then an additional registration the holders of Purchased Stock covered by such written request shall be added governed by Section 12.2 hereof. Without the written consent of the holders of a majority of the Purchased Stock for which registration has been requested pursuant to this Section 2(b)(i) until 12.1, neither the foregoing condition is satisfied, (B) any Registration Statement during any period in which Company nor any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value holder of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) securities of the Company may delay include securities in such registration if in the filing good faith judgment of the managing underwriter of such public offering the inclusion of such securities would interfere with the successful marketing of the Purchased Stock or effectiveness require the exclusion of any Registration Statement portion of the Purchased Stock to be registered. Notwithstanding any of the foregoing, if the Company shall furnish to holders requesting a registration statement pursuant to this Section 12.1, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its shareholders to proceed with such registration and it is therefor essential to defer such registration, the Company shall have the right to defer action under this Section 12.1 for a period of up to not more than 90 days after receipt of the date request of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Sharesholders; provided, however, that if the managing underwriter advises the Company that may not utilize this right more than once in any 12 month period. During the inclusion period of all Registrable Sharesdeferral, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by not file any other registration statement under the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registrationSecurities Act.
Appears in 1 contract
Required Registration. (a) If at any time the Company shall be requested by CVCA to effect receive a written request from Stockholders holding at least 40% of the Registrable Securities, the Company shall prepare and file a registration statement under the Securities Act covering the shares of Registrable SharesSecurities which are the subject of such request and shall use its best efforts to cause such registration statement to become effective. In addition, it upon the receipt of such request, the Company shall promptly give written notice to all other record holders of shares of Registrable Securities not theretofore registered under the other Purchasers of its requirement Securities Act and sold, that such registration is to so register such Registrable Shares and, upon the written request, delivered to the be effected. The Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to shall include in such registration statement such shares of Registrable Shares (Securities for which request it has received written requests to register by such other record holders within 21 days after the delivery of the Company's written notice to such other record holders. Notwithstanding the foregoing, in the event that an underwriter has been retained to sell the Registrable Securities offered and if in the good faith judgment of the managing underwriter of such public offering the number of securities to be registered should be limited, then the Stockholders shall specify be limited in the number of Registrable Shares proposed Securities they may offer to be included in their pro rata share of the total available (with pro rata calculated by determining the number of Registrable Securities such registrationStockholder holds to the total number of Registrable Securities outstanding). In addition, the Company shall, subject and other stockholders shall be entitled to Section 2(b) below, promptly use its best efforts to effect include their shares in such registration under if in the good faith judgment of the managing underwriter of such public offering the inclusion of such shares will not interfere with the successful marketing of Registrable Securities Act offered by Stockholders or require the exclusion of any portion of the Registrable Shares which the Company has been so requested Securities to registerbe registered.
(b) Anything contained in The Company shall be obligated to prepare, file and cause to become effective only two registration statements other than on Form S-3 or any successor form promulgated by the Commission ("Form S-3") pursuant to this Section 2(a2.1, and to pay the expenses associated with such registration statements, and Stockholders may require the Company to file, and to pay the expenses associated with, any number of registration statements on Form S-3, if such form is then available for use by the Company and Stockholders.
(c) In the event that holders of a majority of the Registrable Securities for which registration has been requested determine for any reason not to proceed with a registration at any time before a registration statement has been declared effective by the Commission, and such registration statement, if theretofore filed with the Commission, is withdrawn with respect to the contrary notwithstandingRegistrable Securities covered thereby, such holders agree to bear their own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to the registration of such Registrable Securities, then such holders shall not be deemed to have exercised their right to require the Company to register Registrable Securities pursuant to this Section.
(d) Notwithstanding the foregoing, the Company shall not be obligated to take any, action to effect any such registration, qualification or compliance pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisionsthis Section:
(i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(ii) During the period starting with the date 60 days prior to the Company's estimated date of filing of and ending on the date six months immediately following, the effective date of any registration statement pertaining to a primary offering of securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan) provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith;
(iii) If the Company shall not furnish to Stockholders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be obligated seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future then the Company's obligation to use its best efforts to file and cause register, quality or comply under this Section shall be deferred for a period not to become effective (A) exceed 90 days, such right to delay a request not to be exercised by the Company more than once in any one Registration Statement initiated pursuant to Section 2(ayear period.
(e) (providedIf, that if at the Company, shall consummate a "shelf" time any written request for registration is received by the Company pursuant to this Agreement Section, the Company has determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities by it or any of its security holders, such registration written request shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration have been given pursuant to Section 2(a) as a result 2.2 hereof rather than this Section 2.1, and the rights of an underwriter's cutback, then an additional registration the holder or holders of Registrable Securities covered by such written request shall be added to governed by Section 2.2 hereof rather than this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares2.1.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration.
Appears in 1 contract
Required Registration. (a) If at At any time following the consummation of an initial public offering by the Company shall be requested of its securities, Holding may, by CVCA to effect written notice, request on not more than two occasions that the registration Company register under the Securities Act of Registrable Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of all or any such notice by the Company, portion of the other Purchasers to include shares of Restricted Stock held by such requesting holders for sale in the manner specified in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration)notice; PROVIDED, the Company shallHOWEVER, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstanding, that the Company shall not be obligated to effect register Restricted Stock pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
such request: (i) unless at the time of such request, Holding shall hold in the aggregate 5.0% or more of all outstanding shares of Common Stock on a fully diluted basis; (ii) in any particular jurisdiction (other than New York) in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration when it was not then so qualified and had not filed such a consent; (iii) during the period beginning 30 days prior to the filing, and ending on a date 90 days following the effective date, of a registration statement filed by the Company relating to an underwritten offering only of the Company's capital stock; or (iv) if counsel to the Company opines to Holding that the filing of such a registration statement would require the disclosure of material non-public information about the Company, the disclosure of which could have a material adverse effect on the business or financial condition of the Company, in which event no such registration statement shall be filed until the earlier of the lapse of 90 days from the issuance of the opinion of Company counsel or the issuance of a subsequent opinion that such information is no longer required to be disclosed, is not material or non-public, or its disclosure would not have a material adverse effect on the business or financial condition of the Company; PROVIDED, HOWEVER, that the Company may not exercise its right under this clause (iv) more than once in any 12-month period. Notwithstanding anything to the contrary contained herein, no request may be made under this SECTION 4 within 360 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to this SECTION 4 or SECTION 5 hereof and in which there shall have been effectively registered all shares of Restricted Stock as to which registration shall have been so requested (and which requests shall total at least fifty percent of the shares of Restricted Stock originally purchased by Holding).
(b) Promptly following receipt of any notice under this SECTION 4, the Company shall not be obligated to file and use its best efforts to file and cause to become have declared effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within for the prior 90 dayspublic sale, or (C) any Registration Statement if in accordance with the aggregate market value method of disposition specified in such notice from requesting holders, of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
number of shares of Restricted Stock specified in such notice (ii) the Company may delay the filing or effectiveness and in any notices received from other holders of any Registration Statement for a period of up to 90 Restricted Stock within 20 days after the date of a request for registration pursuant to Section 2(a) if at such notice from the time Company). If such method of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a)disposition shall be an underwritten public offering, the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if designate the managing underwriter advises of such offering, subject to the Company that approval of a majority in interest of the inclusion selling holders of all Registrable SharesRestricted Stock, Primary Shares and Other Shares proposed which approval shall not be unreasonably withheld. The number of shares of Restricted Stock to be included in such an underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold therein. The Company shall be obligated to register Restricted Stock pursuant to requests made by Holding under this SECTION 4 on two occasions only; PROVIDED, HOWEVER, that as to such occasion such obligation shall be deemed satisfied only when a registration would interfere statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the successful marketing (including pricing) method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shares shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration have been sold pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Sharesthereto.
(c) A requested The Company shall be entitled to include in any registration under statement referred to in this Section 2 may SECTION 4 for which the method of distribution is an underwritten public offering, for sale in accordance with the method of disposition specified by Holding, shares of Common Stock to be rescinded prior to such registration being declared effective sold by the Commission by written notice Company for its own account, except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except with respect to registration statements on Form S-3 or Form S-8, or as otherwise provided in this paragraph 4(c), the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from CVCA; provided, however, that such rescinded registration shall not count as the date of receipt of a registration initiated notice from requesting holders pursuant to this Section 2 for purposes SECTION 4 until the completion of subclause (A) the period of clause (i) distribution of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registrationcontemplated thereby.
Appears in 1 contract
Sources: Registration Rights Agreement (Integrated Defense Technologies Inc)
Required Registration. (aA) If at At any time after the first anniversary of the Closing, Transferee shall have the right, by written notice (the "Registration Notice") to the Company, to require the Company to use reasonable efforts to register (the "Required Registration") under the Securities Act all or any portion of the Shares then owned by Transferee (the "Registrable Securities"), and the Company shall be requested obligated to register such Registrable Securities. Transferee shall not be entitled to exercise more than one such right in any 12 month period or more than a total of five such rights during the term of this Agreement. Notwithstanding the foregoing, if, in addition to the Registrable Securities, the Required Registration is to include shares to be offered by CVCA the Company for its own account, shares of Trust Beneficiaries (as defined in the Plan of Reorganization, dated September 28,
(B) Upon receipt of such Registration Notice, the Company will, as promptly as practicable, prepare and file with the Securities and Exchange Commission (the "SEC") and use its reasonable efforts to effect cause to become effective promptly, and in any event within 90 days from its receipt of the Registration Notice, a registration statement under the Securities Act of Registrable Shares, it shall promptly give written notice with respect to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included Securities specified in such registration)the Registration Notice, the Company shall, subject to Section 2(b) below, promptly and will use its best reasonable efforts to effect cause such registration under statement to remain effective for such period of time as shall be required to complete the distribution of Registrable Securities Act of contemplated thereby, but not for more than 120 days from the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstandingeffective date thereof, provided that the Company shall not be obligated entitled to effect pursuant to Section 2(a) defer any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 180 days after from the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above Transferee's Registration Notice if the Company shall have been reimbursed (pro rata furnish Transferee a certificate signed by its Chairman, President and Chief Executive Officer, Chief Financial Officer or Vice-Chairman stating that the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded filing of a registration.
Appears in 1 contract
Required Registration. (a) If at any time the Company shall be requested by CVCA receive from any Holder a request to effect the registration under the Securities Act of the Registrable SharesSecurities, it the Company shall promptly give written notice to the all other Purchasers Holders (if any then exist) of its requirement to so register such Registrable Shares a proposed registration and, upon the written request, delivered subject to the Company within 30 days after delivery provisions of any such notice by the CompanySection 2(a), of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registrationb), (c) and Section 3 hereof, the Company shall, subject to Section 2(b) below, promptly shall as expeditiously as possible use its best efforts to effect such registration under the Securities Act of the Registrable Shares Securities which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to register by the contrary notwithstandingoriginal requesting Holder and by each other Holder who has requested registration of Registrable Securities within 20 days following such notice from the Company. Notwithstanding the foregoing, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with under the following provisionsconditions:
(ia) If in the good faith judgment of the Board of Directors of the Company, such registration would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and the Company shall furnish to the requesting Holder(s) 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 materially detrimental to the Company for such registration statement to be filed, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided that the Company may not defer the filing for a period of more than ninety days after receipt of the initial request.
(b) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" effect any registration pursuant to this Agreement such registration shall be deemed Section 2:
(i) made prior to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% second anniversary of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result execution and delivery of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;Agreement; or
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transactionmore than once each year; andor
(iii) with respect to any registration pursuant to Section 2(afor more than 174,000 shares of the Company's Common Stock (appropriately adjusted for stock splits, stock dividends, combinations, recapitalizations or reorganizations following the date hereof), ; or
(iv) on a date when the Company may include inclusion in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises statement of financial statements of the Company that other than the inclusion historical financial statements of all Registrable Shares, Primary Shares and Other Shares proposed the Company required to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included contained in the following order:most recently required reports of the Company on SEC Forms 10-K and 10-Q and the required reports on SEC Form 8-K since the end of the fiscal year covered by the most recently required report on Form 10-K would be required under the General Rules and Regulations of the Commission; or
(Av) first, within 90 days of the effective date of a registration statement covering securities of the same class as the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company than in connection with such rescinded registrationan employee plan; or
(vi) for any offering where the expected aggregate price for Registrable Securities being offered to the public is less than $1,000,000.
Appears in 1 contract
Sources: Stock Purchase and Sale Agreement (Meritage Hospitality Group Inc)
Required Registration. Upon the receipt by the Company from the Investor of a written request (athe "Request") If for the registration of Common Shares (as defined in Section 16(h) below) owned by such Investor at any time and from time to time after the 180th day after the date on which the Company shall be requested by CVCA completes an initial public offering of its capital stock pursuant to effect an effective registration statement filed with the registration Securities and Exchange Commission ("SEC") under the Securities Act of Registrable Shares1933, it shall promptly give written notice to as amended (the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration"1933 Act"), the Company shall, subject to Section 2(b) below, promptly shall use its best efforts to effect prepare and file a registration statement under the 1933 Act covering the Common Shares which are the subject of the Request. The Investor shall be entitled to three registrations under this Section 1. In the event that the Investor determines for any reason (other than at the request or recommendation of the Company or the managing underwriters) not to proceed with a registration of Common Shares requested pursuant to this Section 1 at any time before the registration statement has been declared effective by the SEC, and such registration under statement, if theretofore filed with the Securities Act of SEC, is withdrawn with respect to the Registrable Common Shares which covered thereby, and the Investor agrees to reimburse the Company has been so requested to register.
(b) Anything contained for all fees, costs and expenses incurred by it in Section 2(a) to connection therewith, then the contrary notwithstanding, the Company Investor shall not be obligated deemed to effect have exercised one of its rights to require the Company to register Common Shares pursuant to this Section 2(a) any 1. If the Investor determines not to proceed with such a registration under upon the Securities Act except in accordance with the following provisions:
(i) request or recommendation of the Company or the managing underwriters, the Investor shall not be obligated required to use reimburse the Company for its best efforts fees, costs and expenses, and the Investor shall not be deemed to file and cause have exercised one of its rights to become effective (A) more than one Registration Statement initiated pursuant require the Company to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration register Common Shares pursuant to this Agreement such registration Section 1. The Company shall be deemed to count as one demand registration by not, without the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% prior written consent of the Registrable Shares requested to be included in the Investor, effect any registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement its securities (other than on Form S-4 or Form S-8 promulgated under S-8, or a successor form thereto) from the Securities Act or any successor forms thereto date the Company receives a Request pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within this Section 1 until the prior 90 days, or earlier of (Ca) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of on which all securities covered by such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares Request have been sold or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if 180 days after the Company shall have been reimbursed (pro rata by effective date of the Purchasers requesting registration or in statement covering such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registrationsecurities.
Appears in 1 contract
Sources: Registration Rights Agreement (Osiris Therapeutics Inc)
Required Registration. (a) If at any time the Company shall be requested by CVCA to effect receives a written request therefor from any record holder or holders of an aggregate of at least a majority of the registration shares of Purchased Stock (as hereinafter defined) not theretofore registered under the Securities 1933 Act and sold, the Company will prepare and file a registration statement on Form S-3 under the 1933 Act covering the shares of Registrable SharesPurchased Stock which are the subject of such request and shall use its best efforts to cause such registration statement to become effective. In addition, it shall upon the receipt of such request, the Company will promptly give written notice to all other record holders of shares of Purchased Stock not theretofore registered under the 1933 Act and sold that such registration is to be effected. The Company will include in such registration statement such shares of Purchased Stock for which it has received written requests to register by such other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company record holders within 30 days after the delivery of any such notice by the Company, of the 's written notice to such other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the record holders. The Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstanding, the Company shall not will be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to prepare, file and cause to become effective (A) more than only one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration statement pursuant to this Agreement Section 1, will be obligated only to register such shares of Purchased Stock on Form S-3 and to pay all costs and expenses associated with such registration shall be deemed to count as one demand registration by statement. Notwithstanding the Purchasers); provided howeverforegoing, that if the Purchasers were unable to sell record holder or holders of an aggregate of at least 90% a majority of the Registrable Shares requested to be included in shares of Purchased Stock not theretofore registered under the registration 1933 Act and sold may require, pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until 1, the foregoing condition is satisfiedCompany to prepare, (B) file and cause to become effective any Registration Statement during number of registration statements but such holder or holders will bear their own costs and expenses and reimburse the company for its costs and expenses associated with such registration statements and the Company will not be required to comply with more than two such requests per year. In the event that the holders of a majority of the Purchased Stock for which registration has been requested pursuant to this Section 1 determine for any period in which reason not to proceed with a registration at any other time before a registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within by the prior 90 daysSecurities and Exchange Commission (the "Commission"), or (C) any Registration Statement and such registration statement, if theretofore filed with the aggregate market value of the Registrable Shares to be registered thereunderCommission, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) withdrawn with respect to any the Purchased Stock covered thereby, and the holders of such Purchased Stock agree to bear their own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to the registration of such Purchased Stock, then the holders of such Purchased Stock shall not be deemed to have exercised their right to require the Company to register Purchased Stock pursuant to this Section 2(a)1. Without the written consent of the holders of a majority of the Purchased Stock for which registration has been requested pursuant to this Section 1, neither the Company nor any other holder of securities of the Company may include securities in such registration any Primary Shares or Other Shares; provided, however, that if in the good faith judgment of the managing underwriter advises the Company that underwriter, if any, of such public offering the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration securities would interfere with the successful marketing (including pricing) of all such securities, then the number Purchased Stock or require the exclusion of Registrable Shares, Primary Shares and Other Shares proposed any portion of the Purchased Stock to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held registered. The rights granted by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 1 may be rescinded transferred to and are exercisable by subsequent transferee of any shares of Purchased Stock, except with respect to shares of Purchased Stock that have been registered under the 1933 Act and sold. The holders of the Purchased Stock hereby acknowledge that prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as proceeding with the actual filing of a registration initiated pursuant statement on Form S-3 for the Purchased Stock, the holders must exercise the Options and tender the consideration for such exercise to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection accordance with such rescinded registrationthe terms and conditions of the Option Agreement. In addition, the holders of the Purchased Stock acknowledge that the rights granted hereunder only obligate the Company to file a Registration Statement on Form S-3, if available to the Company. The Company is under no obligation to file any other form of Registration Statement.
Appears in 1 contract
Sources: Consulting Agreement (Nicollet Process Engineering Inc)
Required Registration. a. Within twenty (20) days of the later of (a) If at any time the filing of the Required Financials and (b) the issuance of the Registrable Shares following the increase in the Company’s authorized shares (the later of (a) or (b), the “Deadline”), the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities for an offering to be requested made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by CVCA such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 (or such other form available to effect register for resale the Registrable Securities as a secondary offering). Notwithstanding the registration under obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities Act cannot, as a result of the application of Rule 415 or otherwise, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Shares, it shall promptly give written notice Securities Company’s counsel deems to the other Purchasers of its requirement be permitted to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice be registered by the CompanyCommission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering. Notwithstanding any other provision of the other Purchasers to include in such registration Registrable Shares (which request shall specify this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Shares proposed Securities permitted to be included in such registrationregistered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), or in the Company shall, subject event the Staff seeks to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstanding, the Company shall not be obligated to effect characterize any offering pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one a Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration filed pursuant to this Agreement as constituting an offering of securities by or on behalf of the Company or takes other action such registration shall be deemed that Rule 415 is not available to count the Company to register the resale of such Registrable Securities and as one demand registration a result the Staff or the SEC does not permit such Registration Statement to become effective and used for resales in a manner that permits the continuous resale at the market by the Purchasers); provided howeverHolders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” the Company may (i) reduce the number of Registrable Securities to be registered on such Registration Statement (such reduced Registrable Securities, that if the Purchasers were unable “415 Cutback Shares”) and/or (ii) agree to sell at least 90% such restrictions and limitations on the registration and resale of the Registrable Shares requested Securities, in each case as the commission may require in order for the Commission to be included in allow such Registration Statement to become effective. Unless the registration pursuant to Commission otherwise requires, any cut-back imposed by this Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added allocated among the Registrable Securities of the Holders on a pro rata basis. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to this Section 2(b)(i) until file with the foregoing condition is satisfiedCommission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement, including the 415 Cutback Shares (B) the “Remainder Registration Statements”). No Holder shall be named as an “underwriter” in any Registration Statement during without such Holder’s prior written consent.
b. The Company shall use its commercially reasonable efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to declare the Initial Registration Statement effective within 60 days after the Deadline, or, if the Resale Registration Statement is selected for review by the Commission, within 90 days after the Deadline (the “Effective Deadline”).
c. The Company shall use its commercially reasonable efforts to cause each New Registration Statement, Remainder Registration Statement or Earn-Out Registration Statement (defined below) or any period post-effective amendment to a Registration Statement to be declared effective by the Commission as soon as practicable (including, with respect to the New Registration Statement, as applicable, filing with the Commission a request for acceleration of effectiveness in which any other registration statement (other than on Form S-4 or Form S-8 accordance with Rule 461 promulgated under the Securities Act within five Business Days after the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed,” or not be subject to further review and the effectiveness of such Registration Statement may be accelerated).
d. The Company shall use its commercially reasonable efforts to keep each Registration Statement continuously effective under the Securities Act until the earlier of (i) such time as all of the Registrable Securities covered by such Registration Statement have been sold by the Holders thereunder or pursuant to the Commission’s Rule 144 under the Securities Act or (ii) the date on which all Registrable Shares covered by such Registration Statement may be sold pursuant to the Commission’s Rule 144 under the Securities Act without any volume limitations or other restrictions pursuant to Rule 144 under the Securities Act (the “Effectiveness Period”).
e. Each Holder agrees to furnish to the Company a completed Selling Shareholder Questionnaire in the form attached to this Agreement as Annex A or in a form mutually agreeable between the Parties. At least five Trading Days prior to the first anticipated filing date of a Registration Statement for any registration under this Agreement, the Company will notify each Holder of the information the Company requires from that Holder other than the information contained in the Selling Shareholder Questionnaire, if any, which shall be completed and delivered to the Company promptly upon request and, in any event, within three Trading Days prior to the applicable anticipated filing date. Each Holder further agrees that it shall not be entitled to be named as a Selling Shareholder in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless such Holder has returned to the Company a completed and signed Selling Shareholder Questionnaire and a response to any requests for further information as described in the previous sentence. If a Holder of Registrable Securities returns a Selling Shareholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its commercially reasonable efforts at the expense of the Holder who failed to return the Selling Shareholder Questionnaire or to respond for further information to take such actions as are required to name such Holder as a selling security holder in the Registration Statement or any successor forms pre-effective or post-effective amendment thereto pursuant and to which Primary Shares are include (to the extent not theretofore included) in the Registration Statement the Registrable Securities identified in such late Selling Shareholder Questionnaire or request for further information. Each Holder acknowledges and agrees that the information in the Selling Shareholder Questionnaire or request for further information as described in this Section 2(c) will be or were sold has been filed used by the Company in the preparation of the Registration Statement and not withdrawn or hereby consents to the inclusion of such information in the Registration Statement.
f. Notwithstanding anything to the contrary herein, at any time after any Registration Statement has been declared effective within by the prior 90 daysCommission, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness disclosure of any Registration Statement for a period material non-public information concerning the Company if the disclosure of up to 90 days after the date of a request for registration pursuant to Section 2(a) if such information at the time is not, in the good faith judgment of such request the Company, in the best interests of the Company is engaged in (a Material Transaction“Grace Period”); and
(iii) with respect to any registration pursuant to Section 2(a)provided, however, the Company may shall promptly (i) notify the Holders in writing (including via facsimile or other electronic transmission) of the existence of material non-public information giving rise to a Grace Period (provided that the Company shall not disclose the content of such material non-public information to the Holders) or the need to file a supplement or post-effective amendment, as applicable, and the date on which such Grace Period will begin, and (ii) notify the Holders in writing (including via facsimile or other electronic transmission) of the date on which the Grace Period ends; provided, further, that no single Grace Period shall exceed 30 consecutive days, and during any 365 day period, the aggregate of all Grace Periods shall not exceed an aggregate of 60 days (each Grace Period complying with this provision being an “Allowable Grace Period”). For purposes of determining the length of a Grace Period, the Grace Period shall be deemed to begin on and include the date the Holders receive the notice referred to in clause (i) above and shall end on and include the later of the date the Holders receive the notice referred to in clause (ii) above and the date referred to in such registration any Primary Shares or Other Sharesnotice; provided, however, that if the managing underwriter advises no Grace Period shall be longer than an Allowable Grace Period.
g. Promptly following any date on which the Company that becomes eligible to use a registration statement on Form S-3 to register Registrable Securities for resale, the inclusion of Company shall file a Registration Statement on Form S-3 covering all Registrable Securities (or a post-effective amendment on Form S-3 to the then effective Registration Statement) and shall cause such Registration Statement to be declared effective under the Securities Act as soon as possible thereafter. The Company shall use its commercially reasonable efforts to keep such Registration Statement effective under the Securities Act during the entire Effectiveness Period.
▇. ▇▇ promptly as reasonably possible following the issuance of any Earn-Out Shares under the Exchange Agreement, the Company will prepare and file with the Commission a Registration Statement covering the resale of the applicable Earn-Out Shares for an offering to be made on a continuous basis pursuant to Rule 415, or if Rule 415 is not available for offers and sales of the applicable Earn-Out Shares, Primary by such other means of distribution of Earn-Out Shares and Other Shares proposed to be included in such registration would interfere with as the successful marketing Holders may reasonably specify (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration an “Earn-Out Registration Statement”). The Earn-Out Registration Statement shall be included in the following order:
on Form S-1 (A) first, or such other form available to register for resale the Registrable Shares held by Securities as a secondary offering). The Earn-Out Registration Statement will be subject to the Purchasers requesting that their Registrable Shares be included in such registration pursuant to same cut-back provisions of Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(Bas well as Sections 2(d)-(g) second, the Primary Shares; and
(C) third, the Other Sharesand procedures in Section 3.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration.
Appears in 1 contract
Required Registration. (a) If at any time Whenever the Company shall be requested by CVCA to effect receive a written request therefor from any holder or holders of at least 10% of the Registrable Stock, the Company shall promptly prepare and file a registration statement under the Securities Act covering the Registrable Stock which is the subject of Registrable Sharessuch request and shall use its best efforts to cause such registration statement to become effective as expeditiously as possible. Upon the receipt of such request, it the Company shall promptly give written notice to the other Purchasers all holders of its requirement Registrable Stock that such registration is to so register such Registrable Shares and, upon the written request, delivered to the be effected. The Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to shall include in such registration statement such Registrable Shares Stock for which it has received written requests to register such shares by the holders thereof within thirty (which request shall specify 30) days after the number effectiveness of Registrable Shares proposed the Company's written notice to be included in such registration)other holders. Notwithstanding the foregoing, the Company shall, subject may delay the filing of a registration statement under this Section 11(a) (other than a registration statement required to be filed pursuant to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act 2.9 of the Registrable Shares which Loan Agreement) for a period of up to sixty (60) days, if in the good faith judgment of the Board of Directors of the Company has been so requested to register.
(b) Anything contained in Section 2(a) to such filing would interfere with pending confidential, nonpublic material negotiations that the contrary notwithstanding, the Company is engaged in. The Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to prepare, file and cause to become effective (A) more than one Registration Statement initiated two (2) registration statements pursuant to this Section 11(a) (excluding therefrom any registration statement which is withdrawn prior to effectiveness or otherwise and excluding therefrom any registration statement pursuant to Section 2(a) (provided2.9 of the Loan Agreement). If, that in the good faith judgment of the managing underwriter, if any, of such public offering, the Company, shall consummate a "shelf" inclusion of all of the Registrable Stock covered by requests for registration pursuant to this Agreement Section 11(a) would materially and adversely affect the successful marketing of a lesser amount of Registrable Stock, after giving priority to the shares of Registrable Stock over all other persons who may participate in such registration shall be deemed to count as one demand registration by registration, the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% number of the shares of Registrable Shares requested Stock otherwise to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration underwritten public offering shall be added reduced to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period required level with the participation in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are such offering to be or were sold has been filed and not withdrawn or has been declared effective within pro rata among the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number holders of Registrable SharesStock requesting such registration, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities shares of Registrable Stock owned by each such Purchaser at holders; and those shares which are excluded from the time of such registration;
(B) second, underwritten public offering shall be withheld from the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective market by the Commission by written notice holders thereof for a period, not to exceed ninety (90) days, which the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration.managing underwriter
Appears in 1 contract
Required Registration. (a) If at any time Within one week after the Company Closing Date, the Buyer shall be requested by CVCA to effect the prepare and file a registration statement under the Securities Act of Registrable SharesAct, it on Form S-3, covering the Merger Consideration and shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect cause such registration under statement to become effective as expeditiously as possible and to remain effective until the Securities Act earlier to occur of the Registrable Shares which date (i) the Company Merger Consideration covered thereby has been so requested to registersold, or (ii) by which all Merger Consideration covered thereby may be sold within a three-month period under Rule 144.
(b) Anything contained in Section 2(a) Following the effectiveness of a registration statement filed pursuant to this section, the Buyer may, at any time, suspend the effectiveness of such registration for up to 30 days, as appropriate (a "Suspension Period"), ----------------- by giving notice to the contrary notwithstandingShareholders, if the Buyer shall have determined that the Buyer may be required to disclose in the registration statement (and is not otherwise required at the time to disclose) any material corporate development which disclosure may have a material effect on the Buyer. Notwithstanding the foregoing, no more than two Suspension Periods may occur in any rolling 12-month period. The Buyer shall use its reasonable best efforts to limit the duration and number of any Suspension Periods. Buyer shall end any Suspension Period early if, and as promptly as practicable after, the Company corporate development giving rise thereto is disclosed or becomes immaterial. Upon receipt of any notice from the Buyer of a Suspension Period, the Shareholders shall not be obligated to effect pursuant to Section 2(a) any forthwith discontinue disposition of Merger Consideration via use of such registration under statement or prospectus until the Securities Act except in accordance with end of the following provisions:
Suspension Period or the Shareholders earlier (i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration are advised in writing by the Purchasers); provided however, Buyer that if the Purchasers were unable to sell at least 90% use of the Registrable Shares requested to applicable prospectus may be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutbackresumed, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date have received copies of a request for registration pursuant to Section 2(a) supplemental or amended prospectus, if at the time of such request the Company is engaged in a Material Transaction; and
applicable, and (iii) with respect to have received copies of any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares additional or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed supplemental filings which are incorporated or deemed to be included in incorporated by reference into such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Sharesprospectus.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration.
Appears in 1 contract
Sources: Merger Agreement (Semtech Corp)
Required Registration. (a) If at At any time after the eighteen month anniversary of the date of this Agreement, the Seller may request the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by the Seller for sale in the manner specified in such notice, PROVIDED, HOWEVER, that the only securities which the Company shall be requested required to register pursuant hereto shall be shares of Common Stock, and PROVIDED, FURTHER, HOWEVER, that in any underwritten public offering contemplated by CVCA this Section 4 or Section 5, the holders of Preferred Shares shall be entitled to effect the registration under the Securities Act of Registrable Shares, it shall promptly give written notice sell such Preferred Shares to the other Purchasers underwriters for conversion and sale of its requirement to so register such Registrable Shares and, the shares of Common Stock issued upon the written request, delivered conversion thereof. Notwithstanding anything to the Company contrary contained herein, no request may be made under this Section 4 within 30 180 days after delivery the effective date of any such notice a registration statement filed by the Company, of the other Purchasers Company covering a firm commitment underwritten public offering in which Seller shall have been entitled to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject join pursuant to Section 2(b5.
(b) below, promptly The Company shall use its best efforts to effect such registration register under the Securities Act of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained by taking all actions necessary, including without limitation those actions set forth in Section 2(a) to the contrary notwithstanding6 hereof, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except for public sale in accordance with the following provisions:
method of disposition specified in the notice from requesting holders described in paragraph (ia) above, the Company number of shares of Restricted Stock specified in such notice. If such method of disposition shall be an underwritten public offering, the Seller may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Company shall be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration register Restricted Stock pursuant to this Agreement Section 4 on two occasions only , PROVIDED, HOWEVER, that such registration obligation shall be deemed to count as one demand satisfied only when a registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% statement covering all shares of the Registrable Shares requested to be included Restricted Stock specified in the registration pursuant to Section 2(a) notice received as a result of an underwriter's cutbackaforesaid, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period for sale in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere accordance with the successful marketing (including pricing) method of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration disposition specified by Seller shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shareshave become effective.
(c) A requested The Company shall be entitled to include in any registration under statement referred to in this Section 2 may be rescinded prior to such registration being declared effective 4, for sale in accordance with the method of disposition specified by the Commission by written notice requesting holders, shares of Common Stock to the Company from CVCA; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred be sold by the Company for its own account, except as and to the extent that, in connection with the opinion of the managing underwriter (if such rescinded registrationmethod of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold.
Appears in 1 contract
Required Registration. (a) If at At any time after the Registration Date, if the Requesting Stockholders shall request that the Company effect the registration of Registrable Shares under the Securities Act, the Company shall be requested by CVCA promptly use its best efforts to effect the registration under the Securities Act of such Registrable Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register.
(b) Anything Notwithstanding anything contained in this Section 2(a) 2 to the contrary notwithstandingcontrary, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement four (4) registration statements initiated pursuant to Section 2(a) on Form S-1 promulgated under the Securities Act (or any successor form thereto); provided, that however, if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were Requesting Stockholders are unable to sell at least 90% a majority of the Registrable Shares requested by such Requesting Stockholders to be included in the any registration pursuant to Section 2(a) as a result of an underwriter's cutback’s cutback pursuant to Section 2(b)(iii), then an additional such registration shall be added to not count as a requested registration for purposes of this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;).
(ii) the The Company may delay the filing or effectiveness of any Registration Statement registration statement for a period of up to 90 ninety (90) days after the date of a request for registration pursuant to Section 2(a) or Section 4 if at the time of such request request: (A) the Company is engaged engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares have been or will be permitted to include all the Registrable Shares so requested to be registered pursuant to Section 3 or (B) the Board reasonably determines that such registration and offering would interfere with any Material TransactionTransaction involving the Company; andor (C) within the last forty-five (45) days the Company has completed a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares were permitted to include all the Registrable Shares requested to be registered pursuant to Section 3; provided, however, that the Company shall only be entitled to invoke its rights under this Section 2(b)(ii) one time during any twelve (12) month period.
(iii) with With respect to any registration pursuant to this Section 2(a)2 or Section 4, the Company may shall give prompt notice of such registration to the Stockholders who do not request registration hereunder, and the Company shall include in such registration any Registrable Shares, Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all the Registrable Shares proposed to be included in such securitiesregistration, then the number of Registrable Shares, Primary Shares and and/or Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their FP (or, if necessary, such Registrable Shares be included in such registration pursuant to Section 2(a), pro rata among the FP Entities holding such Registrable Shares based upon the number of Restricted Securities owned Registrable Shares that are held by each FP Entity and requested to be registered by such Purchaser at the time of such registrationFP Entity);
(B) second, the Primary Shares; and;
(C) third, the Registrable Shares that are not held by FP (or, if necessary, such Registrable Shares pro rata among the holders thereof based upon the number of Registrable Shares that are not held by FP requested to be registered by each such holder); and
(D) fourth, the Other Shares.
(civ) A requested registration under this Section 2 may be rescinded prior If the Requesting Stockholders so elect, the offering of such Registrable Shares pursuant to such registration being declared effective by shall be in the Commission by written notice form of an underwritten offering. The Requesting Stockholders shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company from CVCAto act as the lead managing underwriter or underwriters in connection with such offering.
(v) At any time before the registration statement covering the Registrable Shares included therein by the Requesting Stockholders becomes effective, a majority of the Requesting Stockholders may request the Company to withdraw or not to file the registration statement. In that event, the holders of Registrable Securities shall be deemed to have used one of their registration rights under Section 2(a), unless such request of withdrawal was caused by, or made in response to, (A) a material adverse effect or a similar event related to the business, properties, condition, or operations of the Company not known (without imputing the knowledge of any other Person to such holders) by the Requesting Stockholders at the time their request was made, or other material facts not known to such Requesting Stockholders at the time their request was made, or (B) a material adverse change in the financial markets; provided, however, that such rescinded withdrawn registration shall not count as a requested registration initiated pursuant to this Section 2 2(a) for purposes of subclause (ASection 2(b)(i) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agreeRequesting Stockholders) for all out-of-pocket expenses incurred by the Company in connection with such rescinded withdrawn registration.
(vi) If, after it has become effective, (A) such registration statement has not been kept continuously effective for a period of at least 180 days (or such shorter period which will terminate when all the Registrable Shares covered by such registration statement have been sold pursuant thereto), (B) such registration requested pursuant to Section 2(a) becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, or (C) the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived, other than by reason of some act or omission by the Requesting Stockholders, such registration shall not count as a requested registration pursuant to Section 2(a).
Appears in 1 contract
Sources: Registration Rights Agreement (RedPrairie Holding, Inc.)
Required Registration. (a) If at At any time beginning six months following the completion of an Initial Public Offering, the Threshold Amount of Institutional Investors may, by written notice (the “Demand Notice”), request that the Company shall be requested by CVCA to effect the registration register under the Securities Act of Registrable Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of all or any such notice by the Company, portion of the other Purchasers to include shares of Restricted Stock held by such requesting holders for sale in the manner specified in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration)notice; provided, the Company shallhowever, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstanding, that the Company shall not be obligated to effect register Restricted Stock pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
such request: (i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if unless at the time of such request request, all of the holders of Restricted Stock requesting registration shall demand to include at least the lesser of (A) $5,000,000 in Restricted Stock or (B) the total amount of Restricted Securities then held by such holders; (ii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration when it was not then so qualified and had not filed such a consent; (iii) subject to Section 3(a) below, during the period beginning 30 days prior to the filing, and ending on a date 90 days following the effective date, of a registration statement filed by the Company relating to an underwritten offering only of the Company’s capital stock (other than a registration statement for the Company’s capital stock which does not give rise to incidental registration rights pursuant to Section 3(a) below) provided that the Company is engaged actively employing in good faith its best efforts to cause such registration statement to become effective; or (iv) if counsel to the Company opines to the requesting Institutional Investors that the filing of such a Material Transaction; and
(iii) with respect registration statement would require the disclosure of material non-public information about the Company that the Company is not otherwise required to any registration pursuant to Section 2(a)disclose, the Company may include disclosure of which could have a material adverse effect on the business or financial condition of the Company, in which event no such registration any Primary Shares statement need be filed until the earlier of the lapse of 60 days from the issuance of the opinion of Company counsel or Other Sharessuch information is no longer required to be disclosed, is not material or non-public, or its disclosure would not have a material adverse effect on the business or financial condition of the Company; provided, however, that if the Company may not exercise its right under this clause (iv) more than once in any 12-month period. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to this Section 2 or Section 3 hereof and in which there shall have been effectively registered all shares of Restricted Stock as to which registration shall have been so requested by the Institutional Investors initiating the registration.
(b) Within 10 days following receipt of any notice under this Section 2, the Company shall notify all other holders of Restricted Stock from whom notice has not been received and shall prepare and file and use its best efforts to have declared effective a registration statement under the Securities Act for the public sale, in accordance with the method of disposition specified in such notice from requesting holders, of the number of shares of Restricted Stock specified in such notice (and in any notices received from other holders of Restricted Stock within 20 days after the date of such notice from the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter advises of such offering, subject to the Company that approval of the inclusion holders of all Registrable Shares, Primary Shares and Other Shares proposed Restricted Stock participating in such registration who own a majority in interest of the Restricted Stock requested to be included in such registration would interfere with the successful marketing (including pricing) of all by such securitiesInstitutional Investors, then the which approval shall not be unreasonably withheld. The number of Registrable Shares, Primary Shares and Other Shares proposed shares of Restricted Stock to be included in such an underwriting may be reduced (pro rata among all holders to be included in such registration statement, under this Section 2, to participate in such registration) if and to the extent that the managing underwriter shall be included of the opinion that such inclusion would adversely affect the marketing of the securities to be sold therein. With respect to the preceding sentence, if the Company elects to reduce pro rata the amount of Restricted Stock proposed to be offered in the following order:
(A) firstunderwriting, for purposes of making any such reduction, each holder of Restricted Stock which is a partnership, together with the affiliates, partners, employees, retired partners and retired employees of such holder, the Registrable Shares held estates and family members of any such partners, employees, retired partners and retired employees and of their spouses, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “person”, and any pro rata reduction with respect to such “person” shall be based upon the aggregate number of shares of Restricted Stock owned by all entities and individuals included as such “person,” as defined in this sentence (and the Purchasers requesting that their Registrable Shares aggregate number so allocated to such “person” shall be allocated among the entities and individuals included in such registration “person” in such manner as such holder of Restricted Stock may reasonably determine). The Company shall be obligated to register Restricted Stock pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration requests made under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCAon two occasions only; provided, however, that as to such rescinded registration occasion such obligation shall not count as be deemed satisfied only when a registration initiated statement covering all shares of Restricted Stock specified in notices received as aforesaid (and not withdrawn by the holders thereof), for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto.
(c) The Company shall be entitled to include in any registration statement referred to in this Section 2 for which the method of distribution is an underwritten public offering, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as set forth in this Section 2, no securities shall be included in any registration statement referred to in this Section 2 without the prior written consent of the holders of a majority in interest of the Institutional Investors’ Restricted Stock requested to be included in such registration. Except with respect to registration statements (i) on Form S-8 (or its successor) or that (ii) relate to a transaction for which the Company exercised its rights under Section 2(a)(iv), the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 2 for purposes until the completion of subclause (A) the period of clause (i) distribution of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registrationcontemplated thereby.
Appears in 1 contract
Sources: Registration Rights Agreement (Interactive Health, Inc.)
Required Registration. (a) If at any time the Company shall be requested in writing by CVCA the Investor to effect register all or part of the registration under the Investor’s Registrable Securities Act of Registrable Sharespursuant to this Agreement, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to then the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration prepare and file with the SEC a Registration Statement on Form S-1 or SB-2 (or, if the Company is then eligible, on Form S-3) under the Securities Act for the resale by the Investors of the Registrable Shares which the Company has been so requested to register.
(b) Anything contained in Section 2(a) to the contrary notwithstandingSecurities; provided, however, that the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions:
(i) the The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one (1) Registration Statement initiated in which Registrable Securities are registered pursuant to this Section 2(a); provided, however, that the registration of Registrable Securities on a Form S-3 or any successor form shall not be counted towards such one (1) Registration Statement limit.
(ii) Notwithstanding the foregoing, the Company may include in each such registration requested pursuant to this Section 2(a) any authorized but unissued shares of Common Stock (or authorized treasury shares) for sale by the Company or any issued and outstanding shares of Common Stock for sale by others, provided, that however, that, if the Company, shall consummate a "shelf" registration number of shares of Common Stock so included pursuant to this Agreement clause (ii) exceeds the number of Registrable Securities requested by the Investor requesting such registration, then such registration shall be deemed to count as one demand be a registration by the Purchasers)in accordance, with and pursuant to Section 3; and provided further, however, that if the Purchasers were unable to sell at least 90% inclusion of such previously authorized but unissued shares of Common Stock by the Registrable Shares requested to be included Company or issued and outstanding shares of Common Stock by others in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional such registration shall not prevent the Investor requesting such registration from registering the entire number of Registrable Securities requested by him/her/it.
(iii) The Company shall not be added required to file a Registration Statement or maintain the effectiveness of a previously filed Registration Statement pursuant to this Section 2(b)(i2: (i) until if the foregoing condition Investor is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the otherwise able to sell all of his/her/it’s Registrable Securities Act pursuant to Rule 144 or any successor forms thereto pursuant to which Primary Shares are to be regulation, without restriction; or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(athree (3) months if at the time of such request the Company is then engaged in negotiations regarding a Material Transaction; and
(iii) with respect to any registration pursuant to Section 2(a)material transaction which has not otherwise been publicly disclosed, or such shorter period ending on the Company may include in such registration any Primary Shares or Other Shares; provideddate, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(A) first, the Registrable Shares held by the Purchasers requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Purchaser at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from CVCA; provided, howeverwhichever first occurs, that such rescinded registration shall not count transaction is publicly disclosed, abandoned or consummated (any such extensions for potential or actual material transactions, hereafter referred to as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration“Material Transaction Exclusion”).
Appears in 1 contract
Sources: Investor Registration Rights Agreement (Neogenomics Inc)