Required Registration. (a) At any time after the expiration of any lock-up period under Section 4.9 below following the Company’s initial public offering, one or more of the Investors who own more than twenty percent (20%) of the Common Stock of the Company then outstanding may request that the Company register for sale under the Securities Act all or a part of the Registrable Securities held by such Investor(s) in the manner specified in such notice. (b) Following receipt of any notice under Section 4.1(a), the Company shall immediately notify in writing all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts to register under the Securities Act for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the receipt of such notice by such holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.1 on two (2) occasions only, provided, however, that the Company shall be obligated to effect two (2) additional registrations pursuant to this Section 4.1 to the extent that the holders of Registrable Securities were unable to include such Registrable Securities in the first registration as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d)). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of the completion of the period of distribution for such offering or ninety (90) days after the effective date of such registration statement. (c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds. (d) A registration statement filed pursuant to this Section 4.1 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled to include such shares in such registration (the “Other Shareholders”), in each case for sale in accordance with the method of disposition specified by the requesting holders; provided, however, that if the number of shares so included pursuant to clauses (i) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration shall be deemed to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock of the Company to be included for its own account. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or 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 4.1 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) days after the effective date of such registration, whichever is later.
Appears in 3 contracts
Sources: Investor Rights Agreement (Index Venture Associates III LTD), Investor Rights Agreement (Minerva Neurosciences, Inc.), Investor Rights Agreement (Minerva Neurosciences, Inc.)
Required Registration. (a) At any time after the expiration earlier of any lock-up period under Section 4.9 below following three years from the Company’s initial date of this Registration Rights Agreement or six months after the closing of a public offeringoffering of Common Stock pursuant to an effective registration statement, one or more the holders of Registrable Shares constituting at least 35% in interest of the Investors who own more than twenty percent (20%) total number of the Common Stock of the Company Registrable Shares then outstanding may request that the Company to register for sale under the Securities Act all or a part any portion of the Registrable Securities Shares held by such Investor(s) requesting holder or holders for sale in the manner specified in such notice. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 3 within 180 days after the effective date of any registration statement on Form S-1 filed by the Company.
(b) Following receipt of any notice under this Section 4.1(a)3, the Company shall immediately promptly notify in writing all holders of Registrable Securities Shares from whom notice has not been received and such holders shall then be entitled within thirty (30) 30 days after receipt of such notice from the Company thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable SecuritiesShares. The Company shall use its best commercially reasonable efforts to register under the Securities Act Act, for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities Shares specified in such notice (and in all notices received by the Company from other holders within thirty (30) 30 days after the receipt giving of such notice by such holdersthe Company). The Company shall be obligated to register the Registrable Securities Shares pursuant to this Section 4.1 3 on two occasions only (2) occasions only, except for on Form S-3 or any equivalent successor form); provided, however, that the Company such obligation shall be obligated to effect two (2) additional registrations pursuant to this Section 4.1 to the extent that the holders of Registrable Securities were unable to include such Registrable Securities in the first registration as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d)). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 after the effective date of deemed satisfied only when a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of the completion of the period of distribution for such offering or ninety (90) days after the effective date of such registration statement.
(c) If the holders requesting such registration intend to distribute the all Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company Shares specified in notices received as a part of their request made pursuant to this Section 4.1 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled to include such shares in such registration (the “Other Shareholders”), in each case aforesaid for sale in accordance with the method of disposition specified by the requesting holders; provided, however, that holders shall have become effective or if the number of shares so included pursuant to clauses (i) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration shall be deemed statement has been withdrawn prior to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative consummation of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than offering at the terms afforded request of the holders of a majority of the Registrable Securities. If Shares included in such registration statement (other than as a result of a material adverse change in the business or condition, financial or otherwise, of the Company) and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto (not including shares eligible for sale pursuant to the underwriters' over-allotment option).
(c) The Company shall be entitled to include in any registration statement referred to in this Section 3 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that that, in the managing underwriter determines that marketing factors require a limitation on the number opinion of shares to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in such inclusion would adversely affect the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock marketing of the Company Registrable Shares to be included for its own account. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registrationsold. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or 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 requesting sale pursuant to an underwritten offering pursuant to this Section 4.1 3 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty thereby.
(120d) days after If in the effective date opinion of the managing underwriter the inclusion of all of the Registrable Shares requested to be registered under this Section would adversely affect the marketing of such registrationshares, whichever is latershares to be sold by the holders of Registrable Shares, if any, shall be excluded only after any shares to be sold by the Company have been excluded, in such manner that the shares to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Shares.
Appears in 3 contracts
Sources: Registration Rights Agreement (Oncure Medical Corp), Registration Rights Agreement (Deshmukh Abhijit), Registration Rights Agreement (Oncure Medical Corp)
Required Registration. (a) At any time after the expiration of any lock-up period under Section 4.9 below following the Company’s initial public offering, one or more of the Investors who own more than twenty percent (20%) of the Common Stock of you may by notice to the Company then outstanding may (the "Registration Notice") request that the Company it register for sale under the Securities Act all or a part of the Registrable Securities held by such Investor(s) 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 noticeregistration 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) Following Promptly following receipt of any notice under Section 4.1(a)your Registration Notice, the Company shall immediately notify commence to prepare and, unless it elects to purchase all of the Option Shares specified in writing all holders such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of Registrable Securities from whom notice has not been received the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts to register under cause such registration statement to become effective and remain in effect for the Securities Act Required Effective Period for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the receipt of such notice by such holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.1 on two (2) occasions onlyyou, provided, however, that the Company shall not be obligated required to effect two file a "shelf" registration except on Form S-3 (2) additional registrations pursuant or any successor to this Section 4.1 to the extent that the holders of Registrable Securities were unable to include such Registrable Securities in the first registration as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d)Form). Notwithstanding anything to The "Required Effective Period" shall be the contrary contained herein, no request may be made under this Section 4.1 after greater of (A) the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of the completion of the 180-day period of distribution for such offering or ninety (90) days after following the effective date of such registration statement.
; and (cB) If unless the holders requesting proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration intend statement assuming the sale in each three-month period of the maximum number of shares permitted to distribute be sold under the Registrable Securities covered by their request by means limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritingunderwritten public offering, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall may designate the managing underwriter of such offering. A holder may elect to include If, in such underwriting all or a part the good faith opinion of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 may, subject to the following provisions, include (i) shares Board of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors Directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of registration would materially interfere with pre-existing contractual obligations to which the Company who by virtue of currently existing agreements with is then subject or financing arrangements or other material transactions involving the Company granting them “piggy-back” registration rights or any of its subsidiaries are entitled to include such shares in such registration (pending at the “Other Shareholders”)time the Registration Notice is given, in each case for sale in accordance with the method of disposition specified or are under active consideration by the requesting holders; provided, however, that if the number of shares so included pursuant to clauses (i) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration shall be deemed to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwrittenCompany, the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock of the Company to be included for its own account. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except defer registration for registration statements on Form ▇-▇, ▇-▇ or any comparable form or 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 4.1 until the completion of the such period of distribution time, in no event in excess of the registration contemplated thereby or one hundred twenty (120) days after from the effective 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 registered are to be acquired on exercise of this Option following the date of such registrationRegistration 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 deemed satisfied only when a registration statement covering all Option Shares specified in your Registration Notice and not purchased by the Company pursuant to Section 10(f) below shall have become effective and, (X) if the method of disposition you specify is a firm commitment underwritten public offering, all such Option Shares shall have been sold pursuant thereto; or (Y) if it is not such an offering, has remained in effect for the Required Effective Period specified herein or until the distribution of the Option Shares covered thereby is completed, whichever is latershorter.
Appears in 3 contracts
Sources: Option Agreement (Viacom Inc), Option Agreement (Viacom Inc), Option Agreement (Viacom Inc)
Required Registration. a. If within twelve months of the effective date of the Company's initial registration for its Public Offering (athe "Time Period") At the Company has not filed and caused to be declared effective a Registration Statement (as defined in Section 9 below) so that all the shares of the Common Stock issued to the Shareholders are eligible to be offered and sold under the Securities Act (as defined in Section 9 below), the holder(s) of a majority of the Registrable Shares (as defined in Section 9 below), provided that the Company is eligible to register securities on Form S-3, shall have the right, any time after the expiration of any lock-up period under Section 4.9 below following the Company’s initial public offeringTime Period, one or more of the Investors who own more than twenty percent to request registration (20%a "Demand Registration") of the Common Stock of the Company then outstanding may request that the Company register for sale under the Securities Act, of any and all Registrable Shares, upon the terms, and subject to the conditions, set forth herein. The Company covenants and agrees to timely file all reports required to be filed by the Company pursuant to the Exchange Act all (as defined in Section 9 below) during the term of this Agreement.
b. One or more Shareholders holding a part majority of the Registrable Securities held Shares (the "Initiating Shareholders") may elect to exercise the right to request a Demand Registration pursuant to this Section 1 by such Investor(s) in furnishing the manner specified in such notice.
Company with written notice thereof (b) Following a "Demand Notice"). Upon receipt by the Company of any notice under Section 4.1(a)a Demand Notice, the Company shall immediately promptly notify each other Shareholder in writing all holders of Registrable Securities from whom notice has not been the Demand Notice received and such holders shall then be entitled within thirty (30) days after by the Company. Upon receipt of such notice from the Company to request (the "Company Notice"), each such Shareholder may give the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts to register under the Securities Act for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the receipt of such notice by such holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.1 on two (2) occasions only, provided, however, that the Company shall be obligated to effect two (2) additional registrations pursuant to this Section 4.1 to the extent that the holders of Registrable Securities were unable to include such Registrable Securities in the first registration as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d)). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of the completion of the period of distribution for such offering or ninety (90) days after the effective date of such registration statement.
(c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled to include such shares in such registration (the “Other Shareholders”), in each case for sale in accordance with the method of disposition specified by the requesting holders; provided, however, that if the number of shares so included pursuant to clauses (i) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration shall be deemed to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock of the Company to be included for its own account. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or 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 4.1 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) days after the effective date of such registration, whichever is later.written
Appears in 2 contracts
Sources: Registration Rights Agreement (Supershuttle International Inc), Registration Rights Agreement (Supershuttle International Inc)
Required Registration. (a) At any time after the expiration of any lock-up period under Section 4.9 below following the Company’s initial public offering, one or more of the Investors who own more than twenty percent (20%) of the Common Stock of the Company then outstanding may request that the Company register for sale under the Securities Act all or a part of the Registrable Securities held by such Investor(s) in the manner specified in such notice.
(b) Following receipt of any notice under Section 4.1(a), the Company shall immediately notify in writing all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts to register under the Securities Act for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days after the date of its receipt of such noticethis Agreement, the number of shares holders of Registrable Securities specified in such notice (who hold and in all notices received by propose to sell Registrable Securities with an aggregate value of at least $500,000 shall have the right to require the Company from to register under the Securities Act on Form S-3 or other holders within thirty comparable or successor form such shares by delivering written notice thereof to the Company. All such registrations shall be non-underwritten. For so long as the Company may be obligated to effect a registration statement pursuant to this Section 7.01, the Company shall use its reasonable best efforts to be and remain eligible to use Form S-3 or other appropriate comparable or successor form under the Securities Act.
(30b) days after the receipt of such notice by such holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.1 7.01 on not more than one occasion during any twelve-month rolling period, or on more than two (2) occasions only, in the aggregate; provided, however, that the Company such obligation shall be obligated to effect two (2) additional registrations pursuant to this Section 4.1 to the extent that the holders deemed satisfied only when a registration statement covering all shares of Registrable Securities were unable requested to include such Registrable Securities in the first registration as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d)). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of the completion of the period of distribution for such offering or ninety (90) days after the effective date of such registration statement.
(c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled to include such shares included in such registration (statement by the “Other Shareholders”)holders thereof, in each case 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, howeverfurther, that if such registration statement has become effective but the number contemplated public offering is withdrawn prior to the completion thereof, or if holders participating in the registration withdraw, causing the requirements of shares so included pursuant this Section not to clauses (i) and (ii) above exceeds be met, because of material adverse developments affecting the number of Registrable Securities presented by Company that were not known to the participating holders requesting registration thereofprior to such effectiveness, then such registration shall not count as one of the registrations hereunder.
(c) The Company shall be deemed entitled to be a include in any registration statement referred to in this Section 7.01, for sale in accordance with Section 4.2 and not this Section 4.1. If such registration shall the method of disposition specified by requesting holders, shares of Common Stock to be underwritten, sold by the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with for its own account or for the representative account of other security holders of the underwriter or underwriters selected Company, but only to the extent that such inclusion will not adversely affect the offering for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded account of the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock of the Company to be included for its own account. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or 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 4.1 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) days after the effective date of such registration, whichever is later.
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) At any time after the expiration of any lock-up period under Section 4.9 below following the Company’s initial public offeringtime, one or more holders of the Investors who own more than twenty percent (20%) of the Common Restricted Stock of may request the Company then outstanding may request that the Company to register for sale under the Securities Act all or a part any portion of the Registrable Securities shares of Restricted Stock held by such Investor(s) requesting holder or holders for sale in the manner specified in such notice.
(b) Following receipt of any notice under Section 4.1(a), but only if the Company shall immediately notify in writing all request is made by the holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt Restricted Stock constituting at least 50% of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts to register under the Securities Act for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities specified in such notice (and in all notices received by Restricted Stock outstanding at the Company from other holders within thirty (30) days after time the receipt of such notice by such holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.1 on two (2) occasions only, provided, however, that the Company shall be obligated to effect two (2) additional registrations pursuant to this Section 4.1 to the extent that the holders of Registrable Securities were unable to include such Registrable Securities in the first registration as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d))request is made. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 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 Section 3 and prior 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 later Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use commercially reasonable efforts to occur register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the completion number of shares of Restricted Stock specified in such notice (and in all notices received by the period of distribution for such offering or ninety (90) Company from other holders within 15 days after the effective date giving of such registration statement.
(c) notice by the Company). If such method of disposition shall be an underwritten public offering, the holders requesting such registration intend of a majority of the shares of Restricted Stock to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 shall be conditioned upon such holder’s agreeing to participate sold in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall offering may designate the managing underwriter of such offering. A holder may elect , subject to include in such underwriting all or a part the approval of the Registrable Securities it holds.
(d) A registration statement filed Company, which approval shall not be unreasonably withheld or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4.1 mayon two occasions only, subject to the following provisions, include (i) but such obligation shall be deemed satisfied only when a registration statement covering all shares of Common Restricted Stock for sale by the Company for its own accountspecified in notices received as aforesaid, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled to include such shares in such registration (the “Other Shareholders”), in each case for sale in accordance with the method of disposition specified by the requesting holders; provided, howevershall have become effective and, that 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 than the number 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 shares so included pursuant to clauses (i) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting of a majority of the Restricted Stock included in the registration thereofstatement, then such which consent shall not be unreasonably withheld. The Company, its officers, directors, or other stockholders entitled to registration rights under the circumstances shall be deemed entitled to be a include in any registration statement referred to in this Section, for sale in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative method of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, such exclusion, to the extent required disposition specified by the managing underwriterrequesting holders, shall be applied in the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock of to be sold by the Company or by its officers, directors, or other stockholders entitled to be included registration rights under the circumstances for its or their own account. If , except to the extent that, in the opinion of the managing underwriter determines that marketing factors require a limitation (if such method of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities disposition shall be excluded an underwritten public offering), confirmed in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice writing to the Company and the managing underwriterholders requesting inclusion of Restricted Stock in the registration and the underwriting, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. The securities so withdrawn In such event, the number of 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 also be withdrawn from registrationcomputed as set forth in subsection (d). Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or 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 4.1 2 until the completion of the period of distribution of the registration contemplated thereby 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 the underwriting may be included in the registration. Notwithstanding the provisions of subsections (b) 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 one hundred twenty 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 the registration and the underwriting shall first be allocated among all holders who indicated to the Company their decision to distribute any of their Restricted Stock through such underwriting, in proportion, as nearly as practicable, to the respective number of shares of Restricted Stock requested to be included in the registration and the underwriting by such holders, then the remainder, if any, to the Company or its officers or directors or other stockholders entitled to registration rights under the circumstances, in proportion, as nearly as practicable, to the respective number of shares of Common Stock requested to be included in the registration and the 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 limitation shall be included in such registration. If the Company or its officers or directors or other stockholders entitled to registration rights under the circumstances, as the case may be, determines not to participate in any such underwriting, it, he or she may elect to withdraw therefrom by written notice, within five (1205) days after of notice to the effective date Company of the managing underwriter's marketing limitation, to the holders of Restricted Stock and the underwriter. The securities so withdrawn from such underwriting shall also be withdrawn from such registration, whichever is later.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Medical Technology Systems Inc /De/), Registration Rights Agreement (Medical Technology Systems Inc /De/)
Required Registration. (a) At any time after the expiration of any lock-up period under Section 4.9 below following six months after the Company’s initial public offering, one or more Right Holders holding Registrable Shares constituting at least 50% in interest of the Investors who own more than twenty percent (20%) of the Common Stock of the Company all Registrable Shares then outstanding may request that the Company to register for sale under the Securities Act all or a part any portion of the Registrable Securities Shares held by such Investor(s) requesting Right Holder or Right Holders for sale in the manner specified in such notice.
(b) Following receipt , provided that the reasonably anticipated aggregate price to the public of any notice under such offering would exceed $5,000,000. For purposes of this Section 4.1(a)4 and Sections 5, and 6 the only securities which the Company shall immediately notify in writing all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts required to register under the Securities Act for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the receipt of such notice by such holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.1 on two (2) occasions only, Shares; provided, however, that the Company shall be obligated to effect two (2) additional registrations pursuant to that, in any underwritten public offering contemplated by this Section 4.1 to the extent that 4 or Sections 5 and 6, the holders of Registrable Securities were unable Preferred Stock shall be entitled to include sell such Registrable Securities in Preferred Stock to the first registration underwriters for conversion and sale of the shares of Common Stock issued upon conversion or exercise and conversion, as a result of a reduction by the managing underwriterapplicable, if any, pursuant to Section 4.1(d))thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of the completion of the period of distribution for such offering or ninety (90) 4 within 180 days after the effective date of such any registration statementstatement on Form S-1 filed by the Company.
(cb) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means Following receipt of an underwritingany notice under this Section 4, they shall so advise the Company as a part shall immediately notify all Right Holders from whom notice has not been received and such Right Holders shall then be entitled within 30 days thereafter to request the Company to include in the requested registration all or any portion of their request made Registrable Shares. The Company shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described in paragraph (a) above, the number of Registrable Shares specified in such notice (and in all notices received by the Company from other Right Holders within 30 days after the giving of such notice by the Company). The Company shall be obligated to register Registrable Shares pursuant to this Section 4.1 and the Company shall include 4 on two occasions only (except for on Form S-3 or any equivalent successor form); provided, however, that such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 obligation shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or deemed satisfied only when a part of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled to include such shares covering all Registrable Shares specified in such registration (the “Other Shareholders”), in each case notices received as aforesaid for sale in accordance with the method of disposition specified by the requesting holders; providedRight Holders shall have become effective or if such registration statement has been withdrawn prior to the consummation of the offering at the request of Right Holders holding a majority in interest of the Registrable Shares to be covered by such registration statement (other than as a result of a material adverse change in the business or condition, howeverfinancial or otherwise, that of the Company) and, if the number such method of disposition is a firm commitment underwritten public offering, all such Registrable Shares shall have been sold pursuant thereto (not including shares so included eligible for sale pursuant to clauses the underwriters’ over-allotment option).
(ic) and (ii) above exceeds the number The Company shall be entitled to include in any registration statement referred to in this Section 4 shares of Registrable Securities presented Common Stock to be sold by the holders requesting registration thereofCompany for its own account, then such registration shall be deemed to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If except as and to the extent that that, in the managing underwriter determines that marketing factors require a limitation on the number opinion of shares to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in such inclusion would adversely affect the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock marketing of the Company Registrable Shares to be included for its own account. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registrationsold. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or 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 requesting sale pursuant to an underwritten offering pursuant to this Section 4.1 4 until the date that is 180 days after completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) days after the effective date of such registration, whichever is laterthereby.
Appears in 2 contracts
Sources: Investor Rights Agreement (Versant Ventures II LLC), Investor Rights Agreement (Helicos Biosciences Corp)
Required Registration. (a) At any time after the expiration of any lock-up period under Section 4.9 below date that is 180 days following the Company’s initial public offering, one or more date of the Investors who own more than twenty underwriting agreement for the Initial Offering, holders of at least fifty percent (2050%) of the Common Stock total shares of the Company Registrable Securities then outstanding may request that the Company register for sale under the Securities Act all or a part any portion of the shares of Registrable Securities held by such Investor(s) requesting holder or holders for sale in the manner specified in such notice, provided that the reasonably anticipated price to the public of such shares would be at least $7,500,000 (before deducting any Selling Expenses (as defined in Section 2.7)).
(b) Following receipt of any notice under Section 4.1(a2.3(a), the Company shall immediately notify in writing all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities, subject to the limitations set forth in this Section 2.3(c). The Company shall use its best efforts to register under the Securities Act Act, for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the receipt of such notice by such holders, subject to the limitations set forth in Section 2.3(c)). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.1 2.3 on two (2) occasions only, ; provided, however, that the Company such obligation shall be obligated deemed satisfied only when a registration statement covering all of the shares of Registrable Securities requested to effect two (2) additional registrations pursuant to this Section 4.1 to the extent that be included in such registration by the holders of Registrable Securities were unable to include such Registrable Securities in accordance with the first registration as a result method of a reduction disposition specified by the managing underwriterrequesting holders shall have become effective and, if anysuch method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant to Section 4.1(d))thereto. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 2.3 after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of the completion of the period of distribution for such offering or ninety (90) days after the effective date of such registration statement.
(c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 2.3 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 2.3 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board If such method of disposition is an underwritten public offering, the Company shall designate the managing underwriter of such offering, which underwriter shall be reasonably acceptable to the holders of at least a majority in interest of the shares of Registrable Securities to be sold in such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds, subject to the limitations required by the managing underwriter as provided for in Section 2.3(d) below.
(d) A registration statement filed pursuant to this Section 4.1 2.3 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account, account and (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company persons who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights in compliance with the provisions of Section 2.13 hereof are entitled to include such shares in such registration (the “Other ShareholdersStockholders”), in each case for sale in accordance with the method of disposition specified by the requesting holders; provided, however, that if the number of shares so included pursuant to clauses (i) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration shall be deemed to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and such officers and directors and Other Shareholders Stockholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to the Company and such officers, directors or Other Shareholders Stockholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, then the shares of Common Stock held by Other Stockholders (other than Registrable Securities) and shares of Common Stock to be sold by the Company for its own account shall be excluded from such exclusionregistration to the extent so required by such managing underwriter, and unless the holders of such shares and the Company have otherwise agreed in writing, such exclusion shall be applied first to the shares held by the Other Stockholders to the extent required by the managing underwriter, shall be applied in the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, then to the shares of Common Stock of the Company to be included for its own accountaccount to the extent required by the managing underwriter. If the managing underwriter determines that marketing factors require a further limitation of the number of Registrable Securities to be registered under this Section 4.12.3, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities; provided however that all Registrable Securities that were originally issued as Common Stock shall be excluded before excluding any Registrable Securities that were originally issued as Preferred Stock. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director Securities or Other Shareholder Stockholder who has requested inclusion in such registration as provided above, above disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable forms or successors thereto or another form or successor theretonot available for registering the Registrable Securities 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 4.1 2.3 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty eighty (120180) days after the effective date of such registration, whichever subject to the terms and conditions of this Agreement.
(e) If at the time of any request to register Registrable Securities pursuant to this Section 2.3, the Company is laterengaged in any activity which, in the good faith determination of the Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may, at its option, direct that such request be delayed for a period not to exceed ninety (90) days from the date of a request for registration, such right to delay a request to be exercised by the Company not more than once in any one (1)-year period.
Appears in 2 contracts
Sources: Investor Rights Agreement (HTG Molecular Diagnostics, Inc), Investor Rights Agreement (HTG Molecular Diagnostics, Inc)
Required Registration. (a) At Subject to Section 4(b) below, at any time after the expiration earlier of any lock-up period under Section 4.9 below following the Company’s third anniversary of the date of this Agreement or six months after the closing of an initial public offering, one or more the holders of Restricted Stock constituting at least 40% in interest of the Investors who own more than twenty percent (20%) of the Common Stock of the Company Conversion Shares then outstanding may request that the Company to register for sale under the Securities Act all or a part any portion of the Registrable Securities held by such Investor(sRestricted Stock (but not less than an amount of Restricted Stock that would result in an anticipated aggregate offering price, net of selling expenses, of ten million dollars ($10,000,000)) for sale in the manner specified in such notice. Notwithstanding anything to the 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 Company. All registration pursuant to this Section 4(a) are referred to herein as “Demand Registrations.”
(b) Following receipt of any notice under this Section 4.1(a)4, the Company shall immediately notify in writing all holders of Registrable Securities Restricted Stock and Preferred Shares from whom notice has not been received and such holders shall then be entitled within thirty (30) 30 days after receipt of such notice from the Company thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable SecuritiesRestricted Stock. The Company shall use its reasonable best efforts to register under the Securities Act Act, for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities Restricted Stock specified in such notice (and in all notices received by the Company from other holders within thirty (30) 30 days after the receipt giving of such notice by such holdersthe Company). The Company shall not be obligated to register the Registrable Securities effect, or to take any action to effect, any registration of Restricted Stock pursuant to this Section 4.1 4 after the Company has effected registrations on two (2occasions pursuant to Section 4(a) occasions only, and such registrations have been declared or ordered effective; provided, however, that the Company a registration shall be obligated deemed to effect two (2) additional registrations pursuant to this Section 4.1 to the extent that the holders of Registrable Securities were unable to include such Registrable Securities in the first registration as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d)). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 after the effective date of effected only when a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur at least 85% of the completion of the period of distribution for such offering or ninety (90) days after the effective date of such registration statement.
(c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled to include such shares Conversion Shares specified in such registration (the “Other Shareholders”), in each case notices received as aforesaid for sale in accordance with the method of disposition specified by the requesting holders; provided, however, that holders shall have become effective or if the number of shares so included pursuant to clauses (i) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration shall be deemed statement has been withdrawn prior to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative consummation of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than offering at the terms afforded request of the holders of Registrable Securities. If a majority of the Conversion Shares to be registered pursuant thereto (other than as a result of a Material Adverse Change).
(c) 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 that, in the managing underwriter determines that marketing factors require a limitation on the number opinion of shares to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in such inclusion would adversely affect the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock marketing of the Company Restricted Stock to be included for its own account. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registrationsold. Except for registration statements on Form ▇-▇, ▇-▇ S-4 or registrations relating solely to employee benefit plans on Forms S-1 or S-8 or any comparable form or successor successors 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 requesting sale pursuant to an underwritten offering pursuant to this Section 4.1 4 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty thereby.
(120d) days after If in the effective date opinion of the managing underwriter the inclusion of all of the Restricted Stock requested to be registered under this Section would adversely affect the marketing of such shares, shares to be sold by the holders of Restricted Stock, if any, shall be excluded only after any shares to be sold by the Company have been excluded.
(e) Unless the holders requesting a Demand Registration have been able to include all of the Restricted Stock requested by such holders in such Demand Registration, the Company shall not include in such Demand Registration any securities which are not Restricted Stock. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of shares of Restricted Stock and, if permitted hereunder, other securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range reasonably acceptable to the holders of Conversion Shares making such Demand Registration, the Company shall include in such registration: (i) first, whichever is laterConversion Shares pro rata among the holders of such Conversion Shares on the basis of the number of Conversion Shares owned by such holders, (ii) the Restricted Stock other than Conversion Shares, pro rata among the holders of such Restricted Stock other than Conversion Shares on the basis of the number of shares (other than Conversion Shares) owned by such holders, and (iii) third, securities for the Company’s account and (iv) fourth, other securities which are not Restricted Stock requested to be included in such registration pursuant to contractual obligation rights, pro rata among the holders thereof on the basis of the number of their securities requested to be included therein.
Appears in 2 contracts
Sources: Investor Rights Agreement (Glycomimetics Inc), Investor Rights Agreement (Glycomimetics Inc)
Required Registration. (a) At any time after the expiration of any lock-up period under Section 4.9 below following the Company’s initial public offering, one One or more of the Investors who own more than twenty percent (20%) Shareholders holding Registrable Securities constituting at least 5% of the Common Stock total number of the Company Ordinary Shares then outstanding may request that the Company to register for sale under the Securities Act all or a part any portion of the Registrable Securities Ordinary Shares held by such Investor(s) requesting holder or holders for sale in the manner specified in such notice; provided, however, that the proposed aggregate offering price of the Ordinary Shares held by such holder or holders must be at least US$15,000,000, except if the request is being made pursuant to any exercise of a Lending Institution’s rights or remedies, including, without limitation, a foreclosure proceeding, in which event the thresholds set forth in this Section shall be 1% and US$5,000,000, respectively.
(b) Following receipt of any notice under this Section 4.1(a)3.4, the Company shall immediately promptly notify in writing all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable SecuritiesOrdinary Shares. The Company shall use its best commercially reasonable efforts to register under the Securities Act Act, for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) 180 days of its receipt of such notice, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the receipt of such notice by such holders). The Company shall be obligated to register the Registrable Securities Ordinary Shares pursuant to this Section 4.1 3.4 on two (2) occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering all of the Ordinary Shares specified in notices received as aforesaid (except to the extent reduced by the managing underwriter pursuant to Section 3.4(d)) 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; provided, further, that, upon effectiveness of the registration statement satisfying the second registration obligation set forth in this Section 3.4, the Company shall be obligated have no further obligation to effect two (2) additional registrations pursuant to this Section 4.1 to the extent that the holders of Registrable Securities were unable to include such Registrable Securities register any Ordinary Shares not otherwise included in the first registration as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d))notices described above. Notwithstanding anything to the contrary contained herein, (i) no request may be made under this Section 4.1 after 3.4 during the effective date period commencing 60 days prior to the Company’s good faith estimate of the effectiveness of a registration statement filed by the Company covering a firm commitment underwritten public offering (other than pursuant to this Section 3.4) and prior to the later to occur of the completion of the period of distribution for such offering or ninety (90) 120 days after the effective date of such registration statement, or (ii) if the Company shall furnish to the holders requesting such registration a certificate signed by the President and/or Chief Executive Officer of the Company stating that in the good faith judgment of the Board it would be detrimental to the Company or its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to delay the 180-day period to register the Registrable Securities referenced in this Section 3.4(b) by not more than ninety (90) days, provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period.
(c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 3.4 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 3.4 shall be conditioned upon such holder’s 's agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities 's Ordinary Shares in the underwriting. The Board shall If such method of disposition is an underwritten public offering, the Company may designate the managing underwriter underwriter(s) of such offering, which managing underwriter(s) shall be reasonably acceptable to the holders of at least a majority in interest of the shares of Registrable Securities to be sold in such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 3.4 may, subject to the following provisions, include (i) shares of Common Stock Ordinary Shares for sale by the Company for its own account, (ii) shares of Common Stock Ordinary Shares held by officers or directors of the Company, Company and (iii) shares of Common Stock Ordinary Shares held by certain employees other holders of Registrable Securities to be included in the securities to be covered by such registration statement in accordance with Section 3.5 and consultants Ordinary Shares held by other holders of Ordinary Shares who may from time to time have the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled right to seek to include such shares Ordinary Shares in such registration statement (the “holders referred to in this clause (iii), collectively, "Other Shareholders”"), in each case for sale in accordance with the method of disposition specified by the requesting holders; provided, however, that if the number of shares so included pursuant to clauses (i) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration shall be deemed to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and Company, such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form (including representations, warranties and indemnification provisions customary for a transaction of this kind) with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, then the Ordinary Shares held by officers or directors (other than Registrable Securities) of the Company or by Other Shareholders (other than Registrable Securities) and Ordinary Shares to be sold by the Company for its own account shall be excluded from such exclusionregistration to the extent so required by such managing underwriter, and unless the holders of such shares and the Company have otherwise agreed in writing, such exclusion shall be applied first to the Ordinary Shares of the Company to be included for its own account to the extent required by the managing underwriter, shall be applied in the following order: first, and then to the shares held by the directors and officers and the Other Shareholders, second, Shareholders to the shares of Common Stock extent required by the managing underwriter, ratable among them on the basis of the Company to be included for its own accountrespective number of shares held by each of them. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.13.4, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s 's marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common StockOrdinary Shares, whether for its own account or that of other stockholdersshareholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4.1 3.3 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) 120 days after the effective date of such registration, whichever is laterearlier, if in the good faith judgment of the managing underwriter marketing factors would materially adversely affect the price of the Registrable Securities subject to such underwritten registration.
Appears in 1 contract
Required Registration. (a) At any time after the expiration earlier of any lock-up period under Section 4.9 below following three years from the Company’s initial date of this Registration Rights Agreement or six months after the closing of a public offeringoffering of Common Stock pursuant to an effective registration statement, one or more the holders of Registrable Shares constituting at least 35% in interest of the Investors who own more than twenty percent (20%) total number of the Common Stock of the Company Registrable Shares then outstanding may request that the Company to register for sale under the Securities Act all or a part any portion of the Registrable Securities Shares held by such Investor(s) requesting holder or holders for sale in the manner specified in such notice. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 3 within 180 days after the effective date of any registration statement on Form S-1 filed by the Company.
(b) Following receipt of any notice under this Section 4.1(a)3, the Company shall immediately promptly notify in writing all holders of Registrable Securities Shares from whom notice has not been received and such holders shall then be entitled within thirty (30) 30 days after receipt of such notice from the Company thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable SecuritiesShares. The Company shall use its best commercially reasonable efforts to register under the Securities Act Act, for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities Shares specified in such notice (and in all notices received by the Company from other holders within thirty (30) 30 days after the receipt giving of such notice by such holdersthe Company). The Company shall be obligated to register the Registrable Securities Shares pursuant to this Section 4.1 3 on two occasions only (2) occasions only, except for on Form S-3 or any equivalent successor form); provided, however, that the Company such obligation shall be obligated to effect two (2) additional registrations pursuant to this Section 4.1 to the extent that the holders of Registrable Securities were unable to include such Registrable Securities in the first registration as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d)). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 after the effective date of deemed satisfied only when a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of the completion of the period of distribution for such offering or ninety (90) days after the effective date of such registration statement.
(c) If the holders requesting such registration intend to distribute the all Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company Shares specified in notices received as a part of their request made pursuant to this Section 4.1 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled to include such shares in such registration (the “Other Shareholders”), in each case aforesaid for sale in accordance with the method of disposition specified by the requesting holders; provided, however, that holders shall have become effective or if the number of shares so included pursuant to clauses (i) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration shall be deemed statement has been withdrawn prior to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative consummation of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than offering at the terms afforded request of the holders of a majority of the Registrable Securities. If Shares included in such registration statement (other than as a result of a material adverse change in the business or condition, financial or otherwise, of the Company) and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option).
(c) The Company shall be entitled to include in any registration statement referred to in this Section 3 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that that, in the managing underwriter determines that marketing factors require a limitation on the number opinion of shares to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in such inclusion would adversely affect the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock marketing of the Company Registrable Shares to be included for its own account. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registrationsold. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or 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 requesting sale pursuant to an underwritten offering pursuant to this Section 4.1 3 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty thereby.
(120d) days after If in the effective date opinion of the managing underwriter the inclusion of all of the Registrable Shares requested to be registered under this Section would adversely affect the marketing of such registrationshares, whichever is latershares to be sold by the holders of Registrable Shares, if any, shall be excluded only after any shares to be sold by the Company have been excluded, in such manner that the shares to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Shares.
Appears in 1 contract
Sources: Registration Rights Agreement (Oncure Medical Corp)
Required Registration. (a) At any time after If the expiration Company shall be requested, in writing, by the holders of any lock-up period under Section 4.9 below following the Company’s initial public offering, one or more of the Investors who own more than twenty percent (20%) a majority of the Common Stock of Equivalents then held by the Company then outstanding may request that JWC Holders (or the Company register for sale JWC Representative) to effect a registration statement under the Securities Act all or a part of the Registrable Securities held by such Investor(s) in the manner specified in such notice.
(b) Following receipt of any notice under Section 4.1(a)Securities, the Company shall immediately notify in writing promptly (i) give written notice of the proposed registration to all holders of Registrable Securities from whom notice has not been received other Stockholders and such holders shall then be entitled within thirty (30ii) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts to register effect the registration under the Securities Act for public sale in accordance with of the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities specified which the Company has been so requested to register by the JWC Holders and by other Stockholders in such notice (and in all notices a written request received by the Company from other holders within thirty (30) days 10 Business Days after the receipt giving of such the written notice by such holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.1 on two specified in clause (2i) occasions only, above; provided, however, that the Company shall not be obligated to effect two any registration under the Securities Act except in accordance with the following provisions:
(2a) additional registrations The Company shall not be obligated to use its best efforts to file and cause to become effective any registration statement during any period in which any other registration statement (other than on Forms S-4, F-4 or 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.
(b) he 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 this Section 4.1 3.2 if at the time of such request (i) the Company is engaged, or has fixed plans to the extent that the holders of Registrable Securities were unable to include such Registrable Securities in the first registration as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d)). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 engage within 90 days after the effective date of a registration statement filed by the Company covering such request, in a firm commitment underwritten public offering and prior of Primary Shares in which the holders of Registrable Securities may include Registrable Securities pursuant to Section 3.3 or (ii) a Material Transaction exists, provided that the later Company may only so delay the filing or effectiveness of its registration statements (if any) once pursuant to occur of the completion of the period of distribution for such offering or ninety (90) days after the effective date of such registration statementthis Section 3.2(b).
(c) If the holders requesting such registration intend With respect to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 3.2, the Company may include in such registration any Primary Shares; provided, however, that, if the managing underwriter advises the Company that the inclusion of all Registrable Securities and Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Securities proposed to be included in such registration, then the number of Registrable Securities and Primary Shares proposed to be included in such registration shall be conditioned upon such holder’s agreeing included in the following order:
(i) first, the Registrable Securities requested to participate be included in such underwriting and to permit inclusion registration (or, if necessary, such Registrable Securities pro rata among the Holders of such holder’s Registrable Securities based upon the number of Registrable Securities requested to be included in such registration); and
(ii) second, the underwriting. The Board Primary Shares.
(d) If the method of disposition requested by the holders pursuant to this Section 3.2 is an underwritten public offering, Stockholders holding a majority of the Registrable Securities requested to be registered shall have the right to designate the managing underwriter of such offering. A holder may elect , subject to include in such underwriting all or the consent of the Company, which consent shall not be unreasonably withheld.
(e) At any time before the registration statement covering Registrable Securities becomes effective, the Stockholders holding a part majority of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled to include such shares in such registration (the “Other Shareholders”), in each case for sale in accordance with the method of disposition specified by the requesting holders; provided, however, that if the number of shares so included pursuant to clauses (i) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration shall be deemed requested to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock of registered may request the Company to be included for its own account. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities withdraw or not to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or 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 4.1 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) days after the effective date of such registration, whichever is laterstatement.
Appears in 1 contract
Sources: Stockholders Agreement (Insight Health Services Holdings Corp)
Required Registration. (a) At any time after the expiration of any lock-up period under Section 4.9 below following date which is 180 days after the Company’s initial public offering, one or more effective date of the Investors who own more than twenty percent (20%) first registration statement filed by the Company covering a firm commitment underwritten public offering of the Common Stock securities of the Company under the Securities Act, the holders of Restricted Stock constituting at least 35% of the total shares of Restricted Stock then outstanding owned beneficially or of record by Investors and Investor Transferees (as such term is defined in Section 13(a) below) may request that the Company to register for sale under the Securities Act all or a part any portion of the Registrable Securities shares of Restricted Stock held by such Investor(s) requesting holder or holders for sale in the manner specified in such notice.
(b) Following receipt , provided that the reasonably anticipated aggregate price to the public of any notice under Section 4.1(a)such public offering would exceed $5,000,000. Notwithstanding the foregoing, the Company shall immediately notify in writing all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts to register under the Securities Act for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the receipt of such notice by such holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.1 on two (2) occasions only, provided, however, only securities that the Company shall be obligated required to effect two (2) additional registrations register pursuant to hereto shall be shares of Common Stock, PROVIDED, HOWEVER, that in any underwritten public offering contemplated by this Section 4.1 to the extent that Agreement, the holders of Registrable Securities were unable Preferred Shares shall be entitled to include sell such Registrable Securities in Preferred Shares to the first registration as a result underwriters for conversion and sale of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d))shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of securities of the completion Company under the Securities Act, PROVIDED, HOWEVER, that the Company may not invoke the limitations under the last sentence of this Section 4(a) more than once in any nine month period.
(b) Following receipt of any notice under this Section 4, the period Company shall immediately notify all Investors and Investor Transferees 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 distribution for disposition specified in such offering or ninety notice from requesting holders, the number of shares of Restricted Stock specified in such notice (90) and in all notices received by the Company from other holders within 30 days after the effective date giving of such registration statement.
(c) notice by the Company). If such method of disposition shall be an underwritten public offering, the holders requesting such registration intend of a majority of the shares of Restricted Stock to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 shall be conditioned upon such holder’s agreeing to participate sold in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall offering may designate the managing underwriter of such offering, subject to the approval of the Company's Board of Directors, which approval shall not be unreasonably withheld or delayed. A If requested in writing by the underwriters for such public offering, each holder may elect to include of Restricted Stock for whose account shares of Restricted Stock are included in such underwriting all offering shall agree not to sell publicly any shares of Restricted Stock or any other shares of Common Stock (other than shares of Restricted Stock or other shares of Common Stock being registered in such offering), without the consent of such underwriters, for a part period of not more than 180 days following the effective date of the Registrable Securities it holds.
(d) A registration statement filed relating to such offering; PROVIDED, HOWEVER, that all other persons selling shares of Common Stock in such offering shall also have agreed not to sell publicly their Common Stock for such period under the same circumstances. The Company shall be obligated to register Restricted Stock pursuant to this Section 4.1 may4 on two occasions only, subject to the following provisionsPROVIDED, include (i) HOWEVER, that such obligation shall be deemed satisfied only when a registration statement covering all shares of Common Restricted Stock for sale by the Company for its own accountspecified in notices received as aforesaid, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled to include such shares in such registration (the “Other Shareholders”), in each case for sale in accordance with the method of disposition specified by the requesting holders; provided, however, that if the number of shares so included pursuant to clauses (i) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration shall be deemed to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in the following order: firsthave become effective and, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock of the Company to be included for its own account. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or 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 4.1 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) days after the effective date of such registration, whichever is later.if
Appears in 1 contract
Required Registration. (a) At any time Within 180 days after the expiration of any lock-up period under Section 4.9 below following the Company’s initial public offering, one or more of the Investors who own more than twenty percent (20%) of the Common Stock of the Company then outstanding may request that the Company register for sale under the Securities Act all or a part of the Registrable Securities held by such Investor(s) Closing as set forth in the manner specified in such notice.
(b) Following receipt of any notice under Section 4.1(a), Stock Purchase Agrement the Company shall immediately notify in writing all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts to register under the Securities Act for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the receipt of such notice by such holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.1 on two (2) occasions only, provided, however, that the Company shall be obligated to effect two (2) additional registrations pursuant to this Section 4.1 to the extent that the holders of Registrable Securities were unable to include such Registrable Securities in the first registration as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d)). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 after the effective date of file a registration statement filed with the Commission on Form ▇-▇, ▇▇▇▇ ▇-▇, or Form S-3, as applicable, (or any successor form) of all of the Registrable Shares owned by the Company covering a firm commitment underwritten public offering and prior to the later to occur of the completion of the period of distribution for such offering or ninety (90) days after the effective date of such registration statement.
(c) Shareholders. If the holders requesting such registration Shareholders intend to distribute the Registrable Securities covered by their request Shares by means of an underwriting, they shall so advise the Company in a timely manner so as a part of their request made pursuant to this Section 4.1 and allow for the Company shall include to enter into appropriate agreements with the underwriter. In the event such information in registration is underwritten, the written notice referred to in paragraph (b) above. The right of any holder the Shareholders to participate shall be conditioned on such Shareholders’ participation in such underwriting. Within 10 days after the receipt by the Company of such request for registration pursuant to this Section 4.1 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled to include such shares in such registration (the “Other Shareholders”1.3(a), in each case for sale in accordance with the method of disposition specified by the requesting holders; provided, however, that if the number of shares so included pursuant to clauses (i) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration shall be deemed to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and shall give written notice of such officers and directors and Other Shareholders proposing proposed registration to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with all Shareholders. The Company shall, as expeditiously as possible, use its best efforts to effect the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock of the Company to be included for its own account. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form ▇-▇, ▇▇▇▇ ▇-▇ ▇, or Form S-3, as applicable, (or any comparable form successor form), qualification or successor theretocompliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) of all Registrable Shares. Notwithstanding the foregoing, the Company will may delay the filing, amendment and/or the effectiveness of such Registration Statement, for a period not file to exceed 90 days in the aggregate during any 12 month period, if at the time the Company is engaged in a material transaction and the filing, amendment and/ or effectiveness of such Registration Statement would have a material adverse effect on such transaction.
(b) In addition to the registration rights provided in clause a above, the Majority Holders of the Series B Stock shall have the right, on one occasion, to demand that the Company effect the registration of the Registrable Shares on Form ▇-▇, ▇▇▇▇ ▇-▇, or Form S-3, as applicable, (or any successor form), qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Commission Securities Act and any other governmental requirements or regulations) of all Registrable Shares. The Shareholdrs demanding registration statement with respect shall deliver a written notice to its Common Stock, whether the company requeting the registration of the Registrable sharesthen owned by them. Within 10 days after the receipt by the Company of such request for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders registration pursuant to this Section 4.1 until 1.3(b), the completion Company shall give written notice of such proposed registration to all Shareholders. Such Shareholders shall have the right, by giving written notice to the Company within 20 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Shareholders may request in such notice of election. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration, as soon as possible, of all Registrable Shares that the Company has been requested to so register. Notwithstanding the foregoing, the Company may delay the filing, amendment and/or the effectiveness of such Registration Statement, for a period not to exceed 90 days in the aggregate during any 12 month period, if at the time the Company is engaged in a material transaction and the filing, amendment and/ or effectiveness of distribution of the such Registration Statement would have a material adverse effect on such transaction. The Company shall not be required to effect any registration contemplated thereby or one hundred twenty (120) within 180 days after the effective date of the first Registration Statement of the Company.
(c) If the Company is entitled as a registrant to register securities on Form S-3 (or any successor form) a Shareholder or Shareholders of Registrable Securities may request, in writing, that the Company effect the registration on Form S-3 (or any successor form) of Registrable Securities owned by such registrationShareholder or Shareholders, whichever provided the aggregate offering price to the public of the securities to be so registered is laternot less than $500,000 per offering. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3 (or any successor form), qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) of all Registrable Shares that the Company has been requested to so register. The Shareholders may request one registrations pursuant to this Section 1.3(c) in any 12 month period. The Company agrees to maintain each registration requested pursuant to this Section 1.3(c) in effect until the shares covered by such registration statement are sold. Notwithstanding the foregoing, the Company may delay the filing, amendment and/or the effectiveness of such Registration Statement, for a period not to exceed 90 days in the aggregate during any 12 month period, if at the time the Company is engaged in a material transaction and the filing, amendment and/or effectiveness of such Registration Statement would have a material adverse effect on such transaction.
(d) If the underwriter, if any, managing any underwritten registration under this Section 1.3 determines in good faith that, because of marketing factors the number of Registrable Shares requested to be registered by all Shareholders exceed the number of Registrable Shares to which such registration should, in the opinion of the managing underwriter, be limited (the “Underwriters’ Maximum Number”), then (A) the Company will be obligated and required to include in such registration the number of Registrable Shares requested to be registered by all Shareholders which does not exceed the Underwriters’ Maximum Number and such Registrable Shares shall be allocated pro rata among the Shareholders based upon the number of Registrable Shares requested to be included by such Shareholders, and (B) if the Underwriters’ Maximum Number exceeds the number of Registrable Shares which the Company shall be required to include in such registration pursuant to clause (A) of this Section 1.3(c), then the Company may include in such registration that number of securities which persons (other than the Shareholders) shall have requested be included in such registration and which shall not be greater than such excess.
(e) If at the time of any request to register Registrable Shares pursuant to this Section 1.3, the Company is engaged or has fixed plans to engage within 90 days of the time of the request in a registered public offering as to which the Shareholders may include Registrable Shares pursuant to Section 1.4, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the effective date of such offering; provided, however, that (i) such direction by the Company must be made within 30 days of the Shareholders’ request to register Registrable Shares pursuant to this Section 1.3, (ii) the Company shall use its best efforts in good faith to cause the registration statement relating to such underwritten registered public offering to be filed and to become effective as expeditiously as shall be reasonably possible, and (iii) that such right to delay a request can be exercised by the Company not more than once in any 18 month period
Appears in 1 contract
Required Registration. (ai) At any time after the expiration of any lock-up period under Section 4.9 below following the Company’s initial public offering, one or more of the Investors who own more than twenty percent (20%) of the Common Stock of the Company then outstanding may request that the Company register for sale under the Securities Act all or a part of the Registrable Securities held by such Investor(s) in the manner specified in such notice.
(b) Following receipt of any notice under Section 4.1(a), the Company shall immediately notify in writing all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts to register under the Securities Act for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days after the date of its receipt of such noticethis Warrant Agreement, the number holders of shares of Registrable Securities specified in such notice (Warrant Shares who hold and in all notices received by propose to sell Warrant Shares shall have the right to require the Company from to register under the Securities Act on Form S-3 or other holders within thirty comparable or successor form such shares by delivering written notice thereof to the Company. All such registrations shall be non-underwritten. For so long as the Company may be obligated to effect a registration statement pursuant to this Section 12(a), the Company shall use its reasonable best efforts to be and remain eligible to use Form S-3 or other appropriate comparable or successor form under the Securities Act.
(30ii) days after the receipt of such notice by such holders). The Company shall be obligated to register the Registrable Securities Warrant Shares pursuant to this Section 4.1 12(a) on two (2) not more than one occasion during any six-month rolling period, or on more than three occasions only, in the aggregate; provided, however, that the Company such obligation shall be obligated to effect two (2) additional registrations pursuant to this Section 4.1 to the extent that the holders of Registrable Securities were unable to include such Registrable Securities in the first registration as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d)). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 after the effective date of deemed satisfied only when a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of the completion of the period of distribution for such offering or ninety (90) days after the effective date of such registration statement.
(c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled Warrant Shares requested to include such shares be included in such registration (statement by the “Other Shareholders”)holders thereof, in each case 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, howeverfurther, that if such registration statement has become effective but the number contemplated public offering is withdrawn prior to the completion thereof, or if holders participating in the registration withdraw, causing the requirements of shares so included pursuant this Section not to clauses (i) and (ii) above exceeds be met, because of material adverse developments affecting the number of Registrable Securities presented by Company that were not known to the participating holders requesting registration thereofprior to such effectiveness, then such registration shall be deemed to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative count as one of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock of the Company to be included for its own account. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or 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 4.1 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) days after the effective date of such registration, whichever is laterregistrations hereunder.
Appears in 1 contract
Required Registration. On any date after three (a3) At any time after the expiration of any lock-up period under Section 4.9 below months following the Company’s initial public offeringRegistration Date, one or more if holders representing not less than 50% of the Investors who own more than twenty percent (20%) of the Common Stock of the Company Registrable Shares then outstanding may shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request that the Company register for sale Corporation to effect the registration under the Securities Act all or a part of the Registrable Securities held by such Investor(s) in the manner specified in such notice.
(b) Following receipt of any notice under Section 4.1(a)Shares, the Company Corporation shall immediately notify in writing all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall promptly use its best efforts to register effect the registration under the Securities Act for public sale of the Registrable Shares which the Corporation has been so requested to register; provided, however, that the Corporation shall not be obligated to effect any registration under the Securities Act except in accordance with the method of disposition specified in following provisions:
2.1. the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the receipt of such notice by such holders). The Company Corporation shall not be obligated to register the Registrable Securities use its best efforts to file and cause to become effective (i) more than one registration statement initiated pursuant to this Section 4.1 2 in any six-month period, (ii) more than two registration statements initiated pursuant to this Section 2 on two Form S-1 promulgated under the Securities Act or any successor from thereto, (2iii) occasions onlyany registration on Form S-3 (or any comparable or successor form) until the Corporation 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 (iv) any 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) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the 90 days.
2.2. the Corporation 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 this Section 2 if at the time of such request (i) the Corporation is engaged, or has fixed plans to engage within 90 days of the time of such request, in a firm 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 Company shall be obligated to effect two (2) additional registrations Corporation may only delay the filing or effectiveness of a registration statement pursuant to this Section 4.1 to the extent that the holders 2(b) for a total of Registrable Securities were unable to include such Registrable Securities in the first registration as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d)). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of the completion of the period of distribution request for such offering or ninety (90) days after the effective date of such registration statement.
(c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds2.
(d) A 2.3. with respect to any registration statement filed pursuant to this Section 4.1 may2, subject the Corporation shall give notice of such registration to the following provisions, include (i) shares holders of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights all Other Shares which are entitled to registration rights and the Corporation may include such shares in such registration (the “any Primary Shares or Other Shareholders”), in each case for sale in accordance with the method of disposition specified by the requesting holdersShares; provided, however, that if the number managing underwriter advises the Corporation that the inclusion of shares so all Registrable Shares, Primary Shares and/or Other Shares proposed to be included pursuant to clauses (i) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then in such registration shall be deemed to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form would interfere with the representative successful marketing (including pricing) of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such exclusion, to the extent required by the managing underwriter, registration shall be applied included in the following order: :
(a) first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock of the Company Registrable Shares requested to be included for its own account. If in such registration (or, if necessary, such Registrable Shares pro rata among the managing underwriter determines that marketing factors require a limitation of holders thereof based upon the number of Registrable Securities Shares requested to be registered by each such holder);
(b) second, the Primary Shares; and
(c) third, the Other Shares which are entitled to registration rights.
2.4. 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 4.1, then 2 and the Corporation shall no longer be obligated to register Registrable Securities shall be excluded in such manner that Shares pursuant to the securities to be sold shall be allocated among the selling holders pro rata based on their ownership exercise of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or 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 right pursuant to this Section 4.1 until 2 unless the completion of remaining holders shall pay to the period of distribution of Corporation the registration contemplated thereby or one hundred twenty (120) days after expenses incurred by the effective Corporation through the date of such registration, whichever is laterrequest.
Appears in 1 contract
Sources: Series B Preferred Stock and Warrant Purchase Agreement (Datametrics Corp)
Required Registration. (a) At any time after the expiration of any lock-up period under Section 4.9 below beginning six months following the Company’s initial public offeringcompletion of an Initial Public Offering, one or more the Threshold Amount of Institutional Investors may, by written notice (the Investors who own more than twenty percent (20%) of the Common Stock of the Company then outstanding may “Demand Notice”), request that the Company register for sale under the Securities Act all or a part any portion of the Registrable Securities shares of Restricted Stock held by such Investor(s) requesting holders for sale in the manner specified specified in such notice.
(b) Following receipt of any notice under Section 4.1(a), the Company shall immediately notify in writing all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts to register under the Securities Act for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the receipt of such notice by such holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.1 on two (2) occasions only, ; provided, however, that the Company shall not be obligated to effect two (2) additional registrations register Restricted Stock pursuant to this Section 4.1 to such request: (i) unless at the extent that time of such request, all of the holders of Registrable Securities were unable 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 Registrable Securities holders; (ii) in any particular jurisdiction in which the first Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration as when it was not then so qualified and had not filed such a result 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 reduction registration statement filed by the managing underwriter, if any, 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 4.1(d))3(a) below) provided that the Company is 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 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 (iv) more than once in any 12-month period. Notwithstanding anything to the contrary contained hereinherein, no request may be made under this Section 4.1 2 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of the completion of the period of distribution for such offering or ninety (90) days after the effective date of such registration statement.
(c) If in which the holders requesting such registration intend of Restricted Stock shall have been entitled to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made join pursuant to this Section 4.1 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 include 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 information 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 written date of such notice referred to in paragraph (b) abovefrom the Company). The right If such method of any holder to registration pursuant to this Section 4.1 disposition shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in an underwritten public offering, the underwriting. The Board shall Company may designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors approval of the Company, and (iii) shares holders of Common Restricted Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled to include such shares participating in such registration who own a majority in interest of the Restricted Stock requested to be included in such registration by such Institutional Investors, which approval shall not be unreasonably withheld. The number of 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 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 underwriting, 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 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 “Other Shareholdersperson”, 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 aggregate number so allocated to such “person” shall be allocated among the entities and individuals included in such “person” in such manner as such holder of Restricted Stock may reasonably determine). The Company shall be obligated to register Restricted Stock pursuant to requests made under this Section 2 on two occasions only; provided, however, that as to such occasion such obligation shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid (and not withdrawn by the holders thereof), in each case for sale in accordance with the method of disposition specified by the requesting holders; provided, howevershall have become effective and, that if the number such method of disposition is a firm commitment underwritten public offering, all such shares so included shall have been sold pursuant to clauses thereto.
(ic) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration The Company shall be deemed entitled to be a 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 Section 4.2 and not this Section 4.1. If such registration shall the method of disposition specified by the requesting holders, shares of Common Stock to be underwritten, sold by the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officersits own account, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If except as and to the extent that that, in the opinion of the managing underwriter determines that (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing factors require 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 limitation on majority in interest of the number of shares Institutional Investors’ Restricted Stock requested to be included in such registration, such exclusion, . Except with respect to the extent required by the managing underwriter, shall be applied in the following order: first, registration statements (i) on Form S-8 (or its successor) or that (ii) relate to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock of a transaction for which the Company to be included for exercised its own account. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered rights under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or successor thereto2(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 4.1 2 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) days after the effective date of such registration, whichever is laterthereby.
Appears in 1 contract
Sources: Registration Rights Agreement (Interactive Health, Inc.)
Required Registration. (a) At any time (x) after the expiration earlier of (i) the date 180 days after any lock-up period under Section 4.9 below following the Company’s initial Registration Statement covering a public offering, one or more offering of securities of the Investors who own more than twenty Company 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 (2066 2/3%) of the Common voting power of all Registrable Stock of the Company then outstanding may request that by notice in writing to the Company request the Company to register for sale under the Securities Act all or a part any portion of the shares of Registrable Securities Stock held by such Investor(s) requesting Holder or Holders for sale in the manner specified in such notice; provided, however, that the Company shall not be obligated to register any Common Stock pursuant to this Section 2(a) unless the number of shares of Registrable Stock requested to be included in such registration exceeds fifty percent (50%) of all outstanding Registrable Stock or the anticipated aggregate offering price of the shares of Registrable Stock requested to be included in such registration exceeds $10,000,000. Notwithstanding anything to the contrary contained herein, the Company shall not be required to seek to cause a Registration Statement to become effective pursuant to this Section 2 (including requests under this Section 2(a) and Section 2(d)): (A) within 180 days after the effective date of a Registration Statement filed by the Company, provided that the Company shall use commercially reasonable efforts to achieve effectiveness of a registration requested hereunder promptly following such 180-day period if such request is made during such 180-day period; (B) if the Company shall furnish to holders a certificate signed by an officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its 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 of Directors, 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 ninety (90) days 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-month period.
(b) Following receipt of any notice given under this Section 4.1(a)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 in writing all holders of Registrable Securities Holders from whom notice has not been received that such registration is to be effected and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts to register under the Securities Act Act, for public sale in accordance with the method of disposition specified in the such notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such noticeHolders, the number of shares of Registrable Securities Stock specified in such notice (and in all notices received by the Company from other holders Holders) within thirty twenty (3020) days after the receipt giving of such notice by the Company to such holders)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 approval of the Company, which approval shall not be unreasonably withheld or delayed. The Company shall be obligated to register the Registrable Securities Stock pursuant to this Section 4.1 2(a) hereof on two (2) occasions one occasion only, provided, however, that the Company such occasion shall be obligated deemed to effect two have occurred only when a Registration Statement covering all shares of Registrable Stock specified in notices received as aforesaid (2) additional registrations less any reduction pursuant to this Section 4.1 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 the extent that the holders of Registrable Securities were unable proceed shall be deemed to include such Registrable Securities in the first registration as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d)). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 after the effective date of a registration statement filed have been effected by the Company covering a firm commitment underwritten public offering and prior to at the later to occur request of such requesting Holders unless such requesting Holders shall have paid all of the completion of the period of distribution for Company's reasonable expenses in connection with such offering or ninety (90) days after the effective date of such registration statementregistration.
(c) If the holders requesting such registration intend Registration Statement is to distribute the Registrable Securities covered by their request by means of cover an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 underwritten distribution and the Company shall include such information in the written notice referred to in paragraph (b) above. The right good faith judgment of any holder to registration pursuant to this Section 4.1 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall designate the managing underwriter of such offering. A holder may elect to include in such underwriting public offering the inclusion of all or a part of the Registrable Securities it holds.
(d) A registration statement filed Stock requested for inclusion pursuant to this Section 4.1 may2 would interfere with the successful marketing of a smaller number of shares, subject then the number of shares of Registrable Stock to be included in the Offering shall be reduced to the following provisionslevel recommended by such managing underwriter, include (i) with the participation in such offering to be pro rata among the Holders requesting such registration, based upon the number of shares of Common Registrable Stock for sale requested to be registered by the such Holders. The Company for its own account, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are shall be entitled to include such shares in such registration (the “Other Shareholders”)any Registration Statement referred to in this Section 2, in each case for sale in accordance with the method of disposition specified by the requesting holders; providedHolders, however, that if the number shares of shares so included pursuant Common Stock to clauses (i) and (ii) above exceeds the number of Registrable Securities presented be sold by the holders requesting registration thereofCompany for its own account, then such registration shall be deemed to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If except as and to the extent that that, in the managing underwriter determines that marketing factors require a limitation on the number opinion of shares to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in if any, such inclusion would adversely affect the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock marketing of the Company Registrable Stock to be included for its own account. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registrationsold. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or 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 Holders pursuant to this Section 4.1 2 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) days after the effective date of such registration, whichever is laterthereby.
Appears in 1 contract
Required Registration. (a) At any time Upon the earlier to occur of (i) 180 days after consummation of the expiration of any lock-up period under Section 4.9 below following the Company’s initial public offeringInitial Public Offering and (ii) December 30, 2001, one or more of the Investors who own more than twenty percent (20%) holders of Registrable Securities constituting at least a majority of the Common Stock total shares of the Company Registrable Securities then outstanding may request that the Company to register for sale under the Securities Act all or a part any portion of the shares of Registrable Securities held by such Investor(s) requesting holder or holders for sale in the manner specified in such notice.
(b) Following receipt of any notice under this Section 4.1(a)4.3, the Company shall immediately notify in writing all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act Act, for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the receipt of such notice by such holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.1 4.3 on two (2) occasions only, provided, however, that the Company such obligation shall be obligated to effect two deemed satisfied only when a registration statement covering all shares of Registrable Securities specified in notices received as aforesaid (2) additional registrations pursuant to this Section 4.1 except to the extent that the holders of Registrable Securities were unable to include such Registrable Securities in the first registration as a result of a reduction reduced (but not by more than 25%) by the managing underwriter, if any, pursuant to Section 4.1(d4.3(d)), 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. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 4.3 after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of the completion of the period of distribution for such offering or ninety (90) 180 days after the effective date of such registration statement.
(c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 4.3 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 4.3 shall be conditioned upon such holder’s 's agreeing to participate in such underwriting and to permit inclusion of such holder’s 's Registrable Securities in the underwriting. The Board If such method of disposition is an underwritten public offering, the Company shall designate the managing underwriter of such offering, which managing underwriter shall be reasonably acceptable to holders of at least a majority in interest of the shares of Registrable Securities to be sold in such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 4.3 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors of the Company, Company and (iii) shares of Common Stock held by certain employees and consultants of the Company persons who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled to include such shares in such registration (the “"Other Shareholders”"), in each case for sale in accordance with the method of disposition specified by the requesting holders; provided, however, that if the number of shares so included pursuant to clauses (i) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration shall be deemed to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and Company, such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, then the shares of Common Stock held by officers or directors or by Other Shareholders (other than Registrable Securities) and shares of Common Stock to be sold by the Company for its own account shall be excluded from such exclusionregistration to the extent so required by such managing underwriter, and unless the holders of such shares and the Company have otherwise agreed in writing, such exclusion shall be applied first to the shares held by the directors and officers of the Company and the Other Shareholders to the extent required by the managing underwriter, shall be applied in the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, then to the shares of Common Stock of the Company to be included for its own accountaccount to the extent required by the managing underwriter. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.14.3, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated pro rata among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s 's marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or 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 4.1 4.3 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) 180 days after the effective date of such registration, whichever is later.
(e) If at the time of any request to register Registrable Shares by holders pursuant to this Section 4.3, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than twice in any 12-month period.
Appears in 1 contract
Required Registration. (a) At Pursuant to the terms and subject to the conditions hereof, if at any time after one year from the expiration of any lock-up period under Section 4.9 below following the Company’s initial public offeringdate hereof, one or more of the Investors who own more than twenty percent (20%) of the Common Stock of the Company then outstanding may shall receive a written request that therefor from the Company register for sale under the Securities Act all or Holders of a part Majority of the Registrable Securities, the Company agrees to prepare and file promptly a registration statement under the 1933 Act covering the shares of Registrable Securities held by which are the subject of such Investor(s) in the manner specified in request and agrees to use its best efforts to cause such noticeregistration statement to become effective as expeditiously as possible.
(b) Following receipt of any notice under Section 4.1(a), the Company shall immediately notify in writing all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts to register under the Securities Act for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the receipt of such notice by such holders). The Company shall be obligated to register the Registrable Securities prepare, file and cause to become effective only two registration statements pursuant to this Section 4.1 on two (2) occasions only, provided, however, that 6.2. A registration required to be effected by the Company shall be obligated to effect two (2) additional registrations pursuant to this Section 4.1 6.2 shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective, (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction, or other order or requirement of the extent that SEC or other governmental agency or court, for any reason not attributable to JJDC with respect to such registration statement, and has not thereafter become effective or (iii) if the holders of Registrable Securities were unable conditions to include such Registrable Securities closing specified in the first registration as a result of a reduction by the managing underwriterunderwriting agreement, if any, pursuant to Section 4.1(d)). Notwithstanding anything to the contrary contained hereinentered into in connection with such registration are not satisfied or waived, no request may be made under this Section 4.1 after the effective date other than by reason of a registration statement filed by failure on the Company covering a firm commitment underwritten public offering and prior part of JJDC with respect to the later to occur of the completion of the period of distribution for such offering or ninety (90) days after the effective date of such registration statement.
(c) If The Company may postpone the holders requesting such filing of any registration intend statement required hereunder for a reasonable period of time, not to distribute exceed ninety (90) days in the Registrable Securities covered by their request by means of an underwriting, they shall so advise aggregate; provided that the Company as a part may avail itself of their request made pursuant to this Section 4.1 and right only once in any twelve-month period, if the Company shall include such information in furnishes to the written notice referred to in paragraph (b) above. The right of any holder to Holders requesting registration pursuant to this Section 4.1 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in a certificate signed by the underwriting. The Board shall designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or a part Chief Executive Officer of the Registrable Securities it holds.
(d) A registration statement filed pursuant Company stating that the Company is engaged in discussions with respect to this Section 4.1 may, subject to a material transaction and that the following provisions, include Board of Directors of the Company has determined reasonably and in good faith that (i) shares disclosure of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements such material transaction would be required in connection with the Company granting them “piggy-back” registration rights are entitled to include such shares in such registration (the “Other Shareholders”)statement, in each case for sale in accordance with the method of disposition specified by the requesting holders; provided, however, that if the number of shares so included pursuant to clauses (i) and (ii) above exceeds the number disclosure of Registrable Securities presented by the holders requesting registration thereof, then such registration shall be deemed to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If and material transaction at that time would cause material harm to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock of the Company to be included for its own account. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or 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 4.1 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) days after the effective date of such registration, whichever is laterCompany.
Appears in 1 contract
Required Registration. (a) At any time after the expiration of any lock-up period under Section 4.9 below beginning two years following the Company’s initial public offeringdate hereof, one or more of Investor and its successors and permitted assigns (the Investors who own more than twenty percent (20%"Requesting Holders") of the Common Stock of the Company then outstanding may may, by written notice, request that the Company register for sale under the Securities Act all or a part any portion of the Registrable Securities Shares held by such Investor(s) the Requesting Holders for sale in the manner specified in such notice.
(b) Following receipt of any notice under Section 4.1(a); provided, however, that the Company shall immediately notify in writing all holders not be obligated to register Shares pursuant to such request: 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 Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from a registration statement filed by the Company relating to request 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 to include is actively employing in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use good faith its best efforts to cause such registration statement to become effective. Notwithstanding anything to the contrary contained herein, (y) the Company shall be obligated to register Shares pursuant to a request made under the Securities Act this Section 2 on one occasion only, provided, however, that (i) such obligation shall be deemed satisfied only when a registration statement covering all Shares specified in notices received as aforesaid, for public sale in accordance with the method of disposition specified in by the notice from requesting holders described in paragraph 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; (aii) above, within one hundred eighty (180) days if the Company provides a certificate of its receipt President stating that a Material Transaction exists at the time of the request, no such registration statement need be filed until the earlier of the lapse of 60 days from the issuance of such notice, certificate or the number of shares of Registrable Securities specified in date on which such notice Material Transaction no longer exists (and in all notices received by the Company from other holders within thirty (30) days after the receipt of such notice by such holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.1 on two (2) occasions only, provided, however, that the Company may not exercise its right under this clause (ii) more than once in any 12-month period); and (iii) if the Investor determines, acting in good faith, to withdraw (prior to the effective date of the registration statement relating to a request) a proposed registration due to marketing or regulatory reasons (a "Withdrawn Demand"), then such withdrawn registration shall be obligated to effect two (2) additional registrations pursuant to not count as a request for purposes of this Section 4.1 to the extent that the holders of Registrable Securities were unable to include such Registrable Securities in the first registration as a result of a reduction by the managing underwriter2(a), if any, pursuant to Section 4.1(d)). Notwithstanding anything to the contrary contained herein, and (z) no request may be made under this Section 4.1 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 a Requesting Holder shall have been entitled to join pursuant to Section 3 hereof and prior in which there shall have been effectively registered all Shares as to which registration shall have been so requested. The Company shall have no obligation to effect a registration under this Section 2(a) unless the later to occur aggregate offering price of the completion securities requested to be sold pursuant to such registration is, in the good faith judgment of the period of distribution for such offering Company, expected to be equal to or ninety (90) days after the effective date of such registration statementgreater than $10,000,000.
(cb) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means Promptly following receipt of an underwriting, they shall so advise the Company as a part of their request made pursuant to any notice under this Section 4.1 and 2, the Company shall include 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 information notice from the Requesting Holders, of the number of Shares specified in the written notice referred to in paragraph (b) abovesuch notice. The right If such method of any holder to registration pursuant to this Section 4.1 disposition shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in an underwritten public offering, the underwriting. The Board shall Requesting Holders may designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors approval of the Company, and which approval shall not be unreasonably withheld or delayed.
(iiic) shares of Common Stock held by certain employees and consultants of the The Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are shall be entitled to include such shares in such any registration (statement referred to in this Section 2 for which the “Other Shareholders”)method of distribution is an underwritten public offering, in each case for sale in accordance with the method of disposition specified by the requesting holders; providedRequesting Holders, however, that if the number shares of shares so included pursuant Common Stock to clauses (i) and (ii) above exceeds the number of Registrable Securities presented be sold by the holders requesting registration thereofCompany for its own account, then such registration shall be deemed to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If except as and to the extent that that, in the opinion of the managing underwriter determines that (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing factors require a limitation on of the number of shares Shares to be included sold. Except as set forth in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock of the Company to be included for its own account. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.12, then Registrable Securities shall be excluded in such manner that the no securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion registration statement referred to in such registration as provided above, disapproves this Section 2 without the prior written consent of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registrationRequesting Holders. Except for with respect to registration statements on Form ▇-▇, ▇-▇ S-4 or any comparable form or successor theretoForm S-8, 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 Requesting Holders pursuant to this Section 4.1 2 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) days after the effective date of such registration, whichever is laterthereby.
Appears in 1 contract
Required Registration. (a) At any time after the expiration earlier of (i) six (6) years from the first day on which any lock-up period under Section 4.9 below following shares of Preferred Stock are outstanding or (ii) one year after the Company’s initial public offeringInitial Public Offering, one or more the holders of Restricted Stock constituting at least 20% in interest of the Investors who own more than twenty percent (20%) total shares of the Common Restricted Stock of the Company then outstanding may request that the Company to register for sale under the Securities Act all or a part at least 20% of the Registrable Securities shares of Restricted Stock held by such Investor(srequesting holder or holders (or any lesser percentage if the anticipated gross receipts by such holders of Restricted Stock from the proposed registration exceed $2,000,000) for sale in the manner specified in such notice. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2.4 within 180 days after the effective date of the first registration statement on Form S-1 filed by the Company. If the offering is to be underwritten, the initiating holders shall select the underwriters and the managing underwriters (subject to the consent of the Company, which consent will not be unreasonably withheld).
(b) Following receipt of any notice under this Section 4.1(a)2.4, the Company shall immediately notify in writing all holders of Registrable Securities Restricted Stock and Preferred Shares from whom notice has not been received and such holders shall then be entitled within thirty (30) 15 days after receipt of such notice from the Company thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable SecuritiesRestricted Stock. The Company shall use its best efforts to register under the Securities Act Act, for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities Restricted Stock specified in such notice (and in all notices received by the Company from other holders within thirty (30) 15 days after the receipt giving of such notice by such holdersthe Company). The Company shall be obligated to register the Registrable Securities Restricted Stock pursuant to this Section 4.1 2.4 on two occasions only (2) occasions only, except for registrations on Form S-3 or any equivalent successor form); provided, however, that the Company such obligation shall be obligated deemed satisfied with respect to effect two (2) additional registrations pursuant to this Section 4.1 to the extent that the holders of Registrable Securities were unable to include each such Registrable Securities in the first registration as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d)). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 after the effective date of occasion only when a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur seventy-five percent (75%) of the completion of the period of distribution for such offering or ninety (90) days after the effective date of such registration statement.
(c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 may, subject to the following provisions, include (i) shares of Common Restricted Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled to include such shares specified in such registration (the “Other Shareholders”), in each case notices received as aforesaid for sale in accordance with the method of disposition specified by the requesting holders; provided, however, that holders shall have become effective or if the number of shares so included pursuant to clauses (i) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration shall be deemed statement has been withdrawn prior to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative consummation of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than offering at the terms afforded request of the holders of Registrable Securities. If Restricted Stock and Preferred Shares (other than as a result of a Material Adverse Change) and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto (including shares sold pursuant to the underwriters' over-allotment option).
(c) The Company shall be entitled to include in any registration statement referred to in this Section 2.4 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that that, in the managing underwriter determines that marketing factors require a limitation on the number opinion of shares to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in such inclusion would adversely affect the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock marketing of the Company Restricted Stock to be included for its own account. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registrationsold. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or 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 requesting sale pursuant to an underwritten offering pursuant to this Section 4.1 2.4 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty thereby.
(120d) days after If in the effective date opinion of the managing underwriter the inclusion of all of the Restricted Stock requested to be registered under this Section would adversely affect the marketing of such registrationshares, whichever is latershares to be sold by the holders of Restricted Stock, if any, shall be excluded only after any shares to be sold by the Company have been excluded, in such manner 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) At any time after the expiration date of any lock-up period under Section 4.9 below following the Company’s initial public offeringthis Agreement, one or more of the Investors who own more than twenty percent (20%) of the Common Stock of if and whenever the Company then outstanding may shall receive a written request that therefor from Initiating Holders, the Company register for sale shall prepare and file as soon as reasonably practicable a registration statement under the Securities Act all or a part of covering the Registrable Securities held by such Investor(s) in the manner specified in such notice.
(b) Following receipt of any notice under Section 4.1(a), the Company shall immediately notify in writing all holders shares of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt which are the subject of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company and shall use its best efforts to register under cause such registration statement to become effective as expeditiously as possible; PROVIDED that the Securities Act Company may delay filing any registration statement and withhold efforts to cause any such registration statement to become effective pursuant to this Section 2 for public sale in accordance with the method a period of disposition specified in the notice from requesting holders described in paragraph (a) above, within up to a maximum of one hundred eighty (180) days if (i) (A) in the opinion of its receipt of such noticecounsel for the Company, the number Company would thereby be required to disclose information relating to pending corporate developments or business transactions (including any financing) involving the Company not otherwise required by law to be publicly disclosed and (B) in the good faith judgment of the Board such disclosure at such time could have a material adverse effect on the Company or on any such corporate development or business transaction or (ii) in the good faith judgment of the Board such registration would have a material adverse effect on a registered public offering of securities by the Company then in process (which registered public offering will give rise to the incidental registration rights set forth in Section 3 hereof upon its consummation). Following the delay of the filing of a registration statement or withholding of efforts to cause any registration statement to become effective in accordance with the above, the Company shall promptly proceed with such filing or resume efforts to cause a declaration of effectiveness at the earliest time such disclosure can be made without material adverse effect or such other public offering is abandoned or completed (subject to section 2(c) hereof), as the case may be, whether or not such 180-day period has expired. Upon making such request upon the Company, the Initiating Holders shall give prompt written notice to all Holders of Registrable Securities that such registration is to be effected. The Company shall include in such registration statement such shares of Registrable Securities specified in for which it has received written requests to register such notice (and in all notices received shares by the Company from other holders Holders thereof within thirty fifteen (3015) days after the receipt of written notice from the Initiating Holders; provided the Holders of Registrable Securities acknowledge that a delay in completing such registration may result from the longer notice by such holders). periods afforded to ▇▇▇▇▇▇ under the ▇▇▇▇▇▇ Registration Rights.
(b) The Company shall be obligated to register prepare, file and use its best efforts to cause to become effective only two registration statements pursuant to this Section 2 and shall be obligated to maintain the effectiveness of each such registration statement until the earlier of (i) the sale of all shares registered pursuant thereto or (ii) the date that is one hundred twenty (120) days after the date on which the registration statement is initially declared effective.
(c) The Company (i) shall not be required by this Section 2 to effect a registration of Registrable Securities unless Form S-3 or other equivalent form is then available for such registration (provided the Commission has not denied the use of Form S-3 or such equivalent form solely as a result of the Company's Form 10-SB not having been declared effective) and (ii) shall not be required to effect a registration of Registrable Securities pursuant to this Section 4.1 on two 2 within the 180-day period immediately following the effective date of any underwritten offering of securities by the Company.
(2d) occasions only, provided, however, that If the Company shall be obligated to effect two (2) additional registrations Holders initiating a request for the registration of Registrable Securities pursuant to this Section 4.1 to the extent that the holders of Registrable Securities were unable to include such Registrable Securities in the first registration as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d)). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of the completion of the period of distribution for such offering or ninety (90) days after the effective date of such registration statement.
(c) If the holders requesting such registration 2 intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise provide the Company with the name of the managing underwriter or underwriters (the "managing underwriter") that a majority in interest of the Initiating Holders requesting such registration propose to employ, which managing underwriter shall be reasonably acceptable to the Company, as a part of their request made pursuant to this Section 4.1 2, and the Company Initiating Holders shall include such information in the written notice referred to in paragraph (b) aboveSection 2(a). The If no such notice is provided, the Company may at its option require distribution of such securities by means of a firm commitment underwriting and may choose the managing underwriter, so long as such underwriter is a nationally recognized underwriting firm, which managing underwriter shall be reasonably acceptable to a majority in interest of the Initiating Holders. In either such event the right of any holder Holder to registration pursuant to this Section 4.1 2 shall be conditioned upon such holder’s agreeing to participate Holder's participation in such underwriting and to permit the inclusion of such holder’s Holder's Registrable Securities in the underwriting. The Board shall designate underwriting to the managing underwriter extent requested (unless otherwise mutually agreed by the Holders of such offering. A holder may elect to include in such underwriting all or a part Majority of the Registrable Securities it holds.
(dinitiating such request for registration and such Holder) A registration statement filed pursuant to this Section 4.1 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled to include such shares in such registration (the “Other Shareholders”), in each case for sale in accordance with the method of disposition specified by the requesting holders; provided, however, that if the number of shares so included pursuant to clauses (i) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration shall be deemed to be a registration in accordance with Section 4.2 and not this Section 4.1extent provided herein. If such registration shall be underwritten, the Company and such officers and directors and Other Shareholders All Holders proposing to distribute their shares securities through such underwriting shall enter into (together with the Company) an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting, in the manner set forth above, provided that such underwriting on terms no less favorable agreement is in customary form and is reasonably acceptable to such officers, directors or Other Shareholders than the terms afforded Holders of a majority of the holders shares of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares Securities to be included in such registration.
(e) The Holders acknowledge that pursuant to the ▇▇▇▇▇▇ Registration Rights, ▇▇▇▇▇▇ has the right to participate in any registration effected pursuant to this Section 2. The Initiating Holders shall assist the Company in providing notice to ▇▇▇▇▇▇ of any registration to be effected under this Section 2.
(f) Notwithstanding any other provision of this Section 2, if the managing underwriter of an underwritten distribution advises the Company, the Holders of Registrable Securities participating in such exclusionregistration and ▇▇▇▇▇▇, to the extent required by it is participating in such registration, in writing that in its good faith judgment the managing underwriterinclusion of the Registrable Securities requested to be included in such registration would materially adversely affect the distribution of all securities to be offered in such registration, shall be applied in then (i) the following order: first, to the number of shares held by the directors of Registrable Securities and officers and the Other Shareholders, second, to the shares of Common Stock of the Company held by ▇▇▇▇▇▇, if any, to be included for its own account. If in such registration shall be reduced to that number of shares which in the good faith judgment of the managing underwriter determines that marketing factors require a limitation of the can be sold in such offering and (ii) this reduced number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shares shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities Holders thereof and ▇▇▇▇▇▇ in proportion, as nearly as practicable, as each such Holder's and ▇▇▇▇▇▇'▇ shares proposed to be sold other than registered bears to the aggregate number of shares held by such Holders and ▇▇▇▇▇▇ proposed to be included in such offering at the time of the filing of the registration statement. Those Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security which are excluded from the underwriting by reason of the managing underwriter’s 's marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or 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, (A) withheld from the date of receipt of market by the Holders thereof for a notice from requesting holders pursuant period, not to this Section 4.1 until the completion of the period of distribution of the registration contemplated thereby or exceed one hundred twenty eighty (120180) days after following the effective date of such registration, whichever which the managing underwriter reasonably determines is laternecessary to effect the underwritten public offering and (B) upon notice from the Company, withheld from the market by the Holders thereof for a period not to exceed thirty (30) days prior to the effective date of such registration.
(g) If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company and, subject to the requirements of Section 7 hereof, other holders of the Company's securities in addition to ▇▇▇▇▇▇ may include securities for its (or their) own account in such registration if (i) the managing underwriter so agrees and (ii) the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited and (iii) such other securities are then registrable on Form S-3.
Appears in 1 contract
Required Registration. (a) At any time and from time to time after the expiration of any lock-up period under Section 4.9 below following date hereof, the Company’s initial public offering, one or more of the Investors who own more than twenty percent (20%) of the Common Stock of Supermajority Preferred Stockholders may request the Company then outstanding may request that the Company to register for sale under the Securities Act all or a part any portion of the shares of the Preferred Stockholder Registrable Securities held by such Investor(s) requesting holder or holders for sale in the manner specified in such notice.
notice on Form S-1 or any similar long-form registration form. (b) Following receipt of any notice under Section 4.1(a4.3(a), the Company shall immediately notify in writing all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act Act, for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such noticeSection 4.3(a), the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the receipt of such notice by such holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.1 4.3 on two three (23) occasions only, provided, however, that the Company such obligation shall be obligated to effect two deemed satisfied only when a registration statement covering all shares of Registrable Securities specified in notices received as aforesaid (2) additional registrations pursuant to this Section 4.1 except to the extent that the holders of Registrable Securities were unable to include such Registrable Securities in the first registration as a result of a reduction reduced (but not by more than 25%) by the managing underwriter, if any, pursuant to Section 4.1(d4.3(d)), 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. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 after during the period between the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of the completion of the period of distribution for such offering or ninety (90) 180 days after the effective date of such registration statement.
, no request maybe made under this Section 4.3. (c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 4.3(a) and the Company shall include such information in the written notice referred to in paragraph (b) aboveSection 43(b). The If such method of disposition is an underwritten public offering, the right of any holder to registration pursuant to this Section 4.1 4.3 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the such underwriting. The Board If such method of disposition is an underwritten public offering, the Supermajority Preferred Stockholders shall designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled to include such shares in such registration (the “Other Shareholders”), in each case for sale in accordance with the method of disposition specified by the requesting holders; provided, however, that if the number of shares so included pursuant to clauses (i) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration shall be deemed to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock of the Company to be included for its own account. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or 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 4.1 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) days after the effective date of such registration, whichever is later.,
Appears in 1 contract
Sources: Investor Rights Agreement
Required Registration. (a) At any time after the expiration of any lock-up period under Section 4.9 below following the Company’s initial public offering, one One or more of the Investors who own more than twenty percent (20%) Shareholders holding Registrable Securities constituting at least 5% of the Common Stock total number of the Company Ordinary Shares then outstanding may request that the Company to register for sale under the Securities Act all or a part any portion of the Registrable Securities Ordinary Shares held by such Investor(s) requesting holder or holders for sale in the manner specified in such notice; provided, however, that the proposed aggregate offering price of the Ordinary Shares held by such holder or holders must be at least US$15,000,000.
(b) Following receipt of any notice under this Section 4.1(a)3.4, the Company shall immediately promptly notify in writing all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable SecuritiesOrdinary Shares. The Company shall use its best efforts to register under the Securities Act Act, for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) 180 days of its receipt of such notice, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the receipt of such notice by such holders). The Company shall be obligated to register the Registrable Securities Ordinary Shares pursuant to this Section 4.1 3.4 on two (2) occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering all of the Ordinary Shares specified in notices received as aforesaid (except to the extent reduced by the managing underwriter pursuant to Section 3.4(d)) 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; provided, further, that, upon effectiveness of the registration statement satisfying the second registration obligation set forth in this Section 3.4, the Company shall be obligated have no further obligation to effect two (2) additional registrations pursuant to this Section 4.1 to the extent that the holders of Registrable Securities were unable to include such Registrable Securities register any Ordinary Shares not otherwise included in the first registration as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d))notices described above. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 after 3.4 during the effective date period commencing 60 days prior to the Company’s good faith estimate of the effectiveness of a registration statement filed by the Company covering a firm commitment underwritten public offering (other than pursuant to this Section 3.4) and prior to the later to occur of the completion of the period of distribution for such offering or ninety (90) 120 days after the effective date of such registration statement.
(c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 3.4 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 3.4 shall be conditioned upon such holder’s 's agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities 's Ordinary Shares in the underwriting. The Board shall If such method of disposition is an underwritten public offering, the Company may designate the managing underwriter underwriter(s) of such offering, which managing underwriter(s) shall be reasonably acceptable to the holders of at least a majority in interest of the shares of Registrable Securities to be sold in such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 3.4 may, subject to the following provisions, include (i) shares of Common Stock Ordinary Shares for sale by the Company for its own account, (ii) shares of Common Stock Ordinary Shares held by officers or directors of the Company, Company and (iii) shares of Common Stock Ordinary Shares held by certain employees other holders of Registrable Securities to be included in the securities to be covered by such registration statement in accordance with Section 3.5 and consultants Ordinary Shares held by other holders of Ordinary Shares who may from time to time have the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled right to seek to include such shares Ordinary Shares in such registration statement (the “holders referred to in this clause (iii), collectively, "Other Shareholders”"), in each case for sale in accordance with the method of disposition specified by the requesting holders; provided, however, that if the number of shares so included pursuant to clauses (i) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration shall be deemed to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and Company, such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form (including representations, warranties and indemnification provisions customary for a transaction of this kind) with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, then the Ordinary Shares held by officers or directors (other than Registrable Securities) of the Company or by Other Shareholders (other than Registrable Securities) and Ordinary Shares to be sold by the Company for its own account shall be excluded from such exclusionregistration to the extent so required by such managing underwriter, and unless the holders of such shares and the Company have otherwise agreed in writing, such exclusion shall be applied first to the Ordinary Shares of the Company to be included for its own account to the extent required by the managing underwriter, shall be applied in the following order: first, and then to the shares held by the directors and officers and the Other Shareholders, second, Shareholders to the shares of Common Stock extent required by the managing underwriter, ratable among them on the basis of the Company to be included for its own accountrespective number of shares held by each of them. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.13.4, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s 's marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form ▇-S-▇, ▇-▇ or any comparable form or successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common StockOrdinary Shares, whether for its own account or that of other stockholdersshareholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4.1 3.3 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) 120 days after the effective date of such registration, whichever is laterearlier, if in the good faith judgment of the managing underwriter marketing factors would materially adversely affect the price of the Registrable Securities subject to such underwritten registration.
Appears in 1 contract
Required Registration. (a) At any time and from time to time after the expiration of any lock-up period under Section 4.9 below following date hereof, the Company’s initial public offering, one or more of the Investors who own more than twenty percent (20%) of the Common Stock of Supermajority Preferred Stockholders may request the Company then outstanding may request that the Company to register for sale under the Securities Act all or a part any portion of the shares of the Preferred Stockholder Registrable Securities held by such Investor(s) requesting holder or holders for sale in the manner specified in such noticenotice on Form S-1 or any similar long-form registration form.
(b) Following receipt of any notice under Section 4.1(a4.3(a), the Company shall immediately notify in writing all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act Act, for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such noticeSection 4.3(a), the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the receipt of such notice by such holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.1 4.3 on two three (23) occasions only, provided, however, that the Company such obligation shall be obligated to effect two deemed satisfied only when a registration statement covering all shares of Registrable Securities specified in notices received as aforesaid (2) additional registrations pursuant to this Section 4.1 except to the extent that the holders of Registrable Securities were unable to include such Registrable Securities in the first registration as a result of a reduction reduced (but not by more than 25%) by the managing underwriter, if any, pursuant to Section 4.1(d4.3(d)), 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. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 after during the period between the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of the completion of the period of distribution for such offering or ninety (90) 180 days after the effective date of such registration statement, no request maybe made under this Section 4.3.
(c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 4.3(a) and the Company shall include such information in the written notice referred to in paragraph (b) aboveSection 43(b). The If such method of disposition is an underwritten public offering, the right of any holder to registration pursuant to this Section 4.1 4.3 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the such underwriting. The Board If such method of disposition is an underwritten public offering, the Supermajority Preferred Stockholders shall designate the managing underwriter of such offering, which managing underwriter shall be reasonably acceptable to the Company. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds, provided, that the portion of such securities that shall be included in such underwriting shall be subject to reduction as set forth in Section 4.3(d).
(d) A registration statement filed pursuant to this Section 4.1 4.3 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors of the Company, Company and (iii) shares of Common Stock held by certain employees and consultants of the Company other Persons who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled to include such shares in such registration (the “Other Shareholders”), in each case for sale in accordance with the method of disposition specified by the requesting holders; provided, however, that if the number of shares so included pursuant to clauses (i) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration shall be deemed to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and Company, such officers and directors and the Other Shareholders proposing to distribute their shares through such underwriting shall enter join with the holders of Registrable Securities proposing to distribute their shares through such underwriting in entering into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting. The terms of such underwriting on terms agreement shall be no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, then, unless the Company, holders of a majority of the Class C Preferred and holders of a majority of the Junior Preferred shall have otherwise agreed in writing, shares shall be excluded from such exclusionregistration to the extent so required by such managing underwriter and such exclusion shall be applied (A) first, to the extent required shares held by the managing underwriterOther Shareholders, shall be applied in the following order: first(B) second, to the shares held by the directors and officers and of the Other ShareholdersCompany, second(C) third, to the shares of Common Stock of the Company to be included in the registration by the Company for its own accountaccount (D) fourth, to the Initial Registrable Securities, (E) fifth, to the Preferred Stockholder Registrable Securities relating to the Junior Preferred and (F) sixth, to the Preferred Stockholder Registrable Securities relating to the Class C Preferred. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities shares of any of the categories described in clauses (A) — (D) above to be registered under this Section 4.14.3, then Registrable Securities shares of such category shall be excluded in such manner that the securities shares of such category to be sold shall be allocated pro rata among the selling holders of such category of shares pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion such category of Registrable Securitiesshares. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form ▇-S-▇, ▇-▇ or any comparable form or successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stockstatement, 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 4.1 4.3 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) 180 days after the effective date of such registration, whichever is later.
(e) If at the time of any request to register Registrable Shares by holders pursuant to this Section 4.3, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Board, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than twice in any 12-month period and in no event before the 90th day following the last day of any previous period during which registration has been delayed.
Appears in 1 contract
Required Registration. (a) At any time after the expiration date which is six (6) --------------------- months after the closing of any lock-up period under Section 4.9 below following an initial public offering of the Company’s initial public offering's common stock, one or more the Holders of a majority of the Investors who own more than twenty percent (20%) total number of the Common Stock of the Company Registrable Securities then outstanding may request (a "Demand") that the Company register for sale prepare and file a registration statement under the Securities 1933 Act covering any or all or a part of the Registrable Securities held by such Investor(s) in Securities. In the manner specified in such notice.
(b) Following receipt of any notice event that the Company receives a Demand under Section 4.1(a)this Paragraph 2, the Company shall immediately notify in writing shall, within five (5) business days of the receipt of the Demand, give written notice of such request to all holders Holders of Registrable Securities from whom notice has and shall file a registration statement not been received and such holders shall then be entitled within more than the later of (i) thirty (30) business days after receipt of such notice from the Company to request the Company to include a Demand or (ii) ten (10) business days after requisite financial statements are available for inclusion in the requested registration all or any portion of their shares of Registrable Securities. The Company shall statement, and use its best efforts to register effect as soon as practicable thereafter, the registration under the Securities 1933 Act for public sale in accordance with the method Paragraph 4 hereof of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of all Registrable Securities specified in such notice which the Holders request be registered within twenty (and in all notices received by the Company from other holders within thirty (3020) business days after the receipt mailing of such notice by such holdersthe Company in accordance with subparagraph 16(c). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.1 Paragraph 2 on two (2) occasions one occasion only, provided, however, that the Company such obligation shall be obligated to effect two (2) additional registrations pursuant to this Section 4.1 to the extent that the holders of deemed satisfied ----------------- only when a registration statement covering all Registrable Securities were unable to include specified in such Demand, as well as by any Holders joining in such Demand, shall have become effective for the sale of such Registrable Securities in the first registration as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d)). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of the completion of the period of distribution for such offering or ninety (90) days after the effective date of such registration statement.
(c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled to include such shares in such registration (the “Other Shareholders”), in each case for sale in accordance with the method of disposition specified by the requesting holders; providedHolders, howeverand, that if such method of disposition is a firm commitment underwritten public offering, all such shares have been sold pursuant thereto. Notwithstanding anything to the number of shares so included pursuant to clauses (i) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration shall be deemed to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwrittencontrary contained herein, the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting may not, on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock of the Company to be included for its own account. If the managing underwriter determines that marketing factors require a limitation behalf or on behalf of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securitiesstockholder(s), officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or successor thereto, the Company will not file with the Commission any other a registration statement with respect to under the 1933 Act for a public offering of 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 4.1 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) common stock within 90 days after the effective date of such registration, whichever is latera registration statement filed under this Paragraph 2.
Appears in 1 contract
Required Registration. (a) At any time after the expiration of any lock-up period under Section 4.9 below following the Company’s initial public offeringInitial Public Offering, one or more of the Investors who own more than twenty percent holders of Series A Shares (the “Series A Investors”) constituting at least 20%) % of the Common Stock total number of Registrable Securities then outstanding and held by the Series A Investors (or their “permitted transferees” (as defined in the Amended Articles)) may request the Company then outstanding may request that the Company to register for sale under the Securities Act all or a part any portion of the shares of Registrable Securities held by such requesting holder or holders for sale in the manner specified in such notice; provided, however, that the proposed offering price of the Registrable Securities held by such Investor(s) in the manner specified in such noticeholder or holders must be at least US$5,000,000.
(b) Following receipt of any notice under this Section 4.1(a)3.3, the Company shall immediately promptly notify in writing all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts to register under the Securities Act Act, for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) 180 days of its receipt of such notice, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the receipt of such notice by such holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.1 on two (2) occasions only, provided, however, that the Company shall be obligated to effect two (2) additional registrations pursuant to this Section 4.1 to the extent that the holders of Registrable Securities were unable to include such Registrable Securities in the first registration as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d)). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of the completion of the period of distribution for such offering or ninety (90) days after the effective date of such registration statement.
(c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled to include such shares in such registration (the “Other Shareholders”), in each case for sale in accordance with the method of disposition specified by the requesting holders; provided, however, that if the number of shares so included pursuant to clauses (i) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration shall be deemed to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock of the Company to be included for its own account. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or 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 4.1 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) days after the effective date of such registration, whichever is later.this
Appears in 1 contract
Required Registration. (a) At any time after Following the expiration of any lock-up period under Section 4.9 below date which is ninety (90) days following the Company’s initial public offeringIssue Date, one or more the holders of the Investors who own more than twenty Stock constituting at least fifty percent (2050%) of the Common Stock Registrable Securities then owned beneficially or of record by Purchasers and their permitted transferees may request the Company then outstanding may request that the Company to register for sale under the Securities Act all or a part any portion of the shares of Registrable Securities held by such Investor(s) requesting holder or holders for sale in the manner specified in such notice; provided, however, that the Company may, by notice to the requesting holders, delay such requested registration if the Company's Board of Directors determines in good faith that such registration at the time requested would have a material adverse effect upon the Company; provided, further, however, that the Company's ability to delay such registration shall be limited to durations of no longer than ninety (90) days and the Company shall not delay more than once during any twelve (12) month period. The Company shall not be obligated pursuant to this SECTION 12.1 to effectuate more than one (1) registration.
(b) Following receipt of any notice under Section 4.1(apursuant to SECTION 12.1(a), the Company shall immediately promptly notify in writing all holders of Registrable Securities Purchasers and permitted transferees from whom such notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company and, as soon thereafter as practicable, shall use its best reasonable efforts to register under the Securities Act Act, for public sale in accordance with the method of disposition specified in the such notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such noticeholders, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty twenty (3020) days after the receipt giving of such notice by such holdersthe Company). The Company If such method of disposition shall be obligated to register the Registrable Securities pursuant to this Section 4.1 on two (2) occasions onlyan underwritten public offering, provided, however, that the Company shall be obligated to effect two (2) additional registrations pursuant to this Section 4.1 to the extent that the holders of Registrable Securities were unable to include such Registrable Securities in the first registration as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d)). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of the completion of the period of distribution for such offering or ninety (90) days after the effective date of such registration statement.
(c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 may, following consultation and subject to the following provisionsapproval of the Purchasers and permitted transferees from whom notice has been received, include (i) which approval shall not be unreasonably withheld or delayed. All sellers must participate in the underwriting. The Company's registration obligation hereunder shall be deemed satisfied only when a registration statement or statements covering all shares of Common Stock for sale by the Company for its own accountRegistrable Securities specified in notices received as aforesaid, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled to include such shares in such registration (the “Other Shareholders”), in each case for sale in accordance with the method of disposition specified by the requesting holders; provided, howevershall have become effective and, that if the number such method of disposition is a firm commitment underwritten public offering, all such shares so included shall have been sold pursuant to clauses thereto.
(ic) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration The Company shall be deemed entitled to be a include in any registration statement referred to in this SECTION 12.1, for sale in accordance with Section 4.2 and not this Section 4.1. If such registration shall the method of disposition specified by the requesting holders, shares of Common Stock to be underwritten, sold by the Company for its own account and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with for the representative account of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officersother selling stockholders, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If except as and to the extent that that, in the reasonable opinion of the managing underwriter determines that marketing factors require a limitation on the number (if such method of shares to disposition shall be included in such registrationan underwritten public offering), such exclusion, to inclusion would materially adversely affect the extent required by the managing underwriter, shall be applied in the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock marketing of the Company to be included for its own account. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registrationsold. Except for registration statements on Form ▇-▇S-4, ▇-▇ S-8 or any comparable form or successor thereto, the Company will not file with the Commission th▇ ▇▇▇▇▇▇sion any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholdersshareholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4.1 SECTION 12.1 until the completion of the lesser of (i) the period of distribution of the registration contemplated shares of Registrable Securities registered thereby or one hundred twenty (120ii) 180 days after from the effective date of the registration statement, unless the Registrable Securities shall be entitled to be included therein in accordance with SECTION 12.2 below.
(d) The Company will use commercially reasonable efforts to maintain the effectiveness of any form used to register the shares pursuant to this SECTION 12.1 for up to one hundred eighty (180) days or such registration, whichever is laterearlier time as all of the Registrable Securities have been sold.
Appears in 1 contract
Sources: Unit Purchase and Agency Agreement (Ilinc Communications Inc)
Required Registration. (a) 2.1 At any time beginning after the expiration of any lock-up period under Section 4.9 below six (6) months following the completion of the Qualified Public Offering of the Company’s initial public offering, one Holders holding twenty-five percent (25%) or more of the Investors who own more than twenty percent Registrable Shares (20%each an “Initial Requesting Holder”) of the Common Stock of the Company then outstanding may may, by written notice, request that the Company register for sale under the Securities Act all or a part any portion of the Registrable Securities Shares held by such Investor(s) Initial Requesting Holders for sale in the manner specified in such notice.
(b) Following receipt of any notice under Section 4.1(a), ; provided that the Company shall immediately notify in writing all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt reasonably anticipated aggregate offering price to the public of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts to register under the Securities Act for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities specified in such notice (Shares is no less than $5,000,000; and in all notices received by the Company from other holders within thirty (30) days after the receipt of such notice by such holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.1 on two (2) occasions only, provided, however, that the Company shall not be obligated to effect two (2) additional registrations register Registrable Shares pursuant to this such request: (i) subject to Section 4.1 3.1 below, during the period beginning thirty (30) days prior to the extent that Company’s good faith estimate of the holders date of Registrable Securities were unable to include such Registrable Securities in the first registration as filing, and ending on a result date ninety (90) days following the effective date, of a reduction registration statement filed by the managing underwriter, if any, Company relating to an Underwritten Public Offering of the Company’s equity capital (other than a registration statement for the Company’s equity capital which does not give rise to incidental registration rights pursuant to Section 4.1(d3.1 below)), provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective; (ii) the Company then meets the eligibility requirements applicable to use the Form F-3 or Form S-3 in connection with such registration and is able to effect such requested registration pursuant to Section 4 hereof; or (iii) if external U.S. counsel to the Company of reputable standing opines to the Initial Requesting Holders within fifteen (15) days of the relevant request 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 sixty (60) days from the issuance of the opinion of counsel or such time as the 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 more than twice in any twelve-month-period; and provided further that the Company shall not register any Equity Securities for the account of itself or any other stockholder during such period. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 2 within one hundred eighty (180) days after the effective date of a registration statement filed by the Company covering an Underwritten Public Offering in which the holders of Registrable Shares shall have been entitled to join pursuant to this Section 2.1 or Section 3 hereof and in which they shall have effectively registered all Registrable Shares as to which registration shall have been so requested.
2.2 Promptly following receipt of any notice under Section 2.1, the Company shall immediately notify all other holders of Registrable Shares from whom notice has not been received and shall file and use its best efforts to have declared effective a firm commitment underwritten registration statement under the Securities Act for the public offering and prior to sale, in accordance with the later to occur method of disposition specified in such notice from the Initial Requesting Holders, of the completion number of the period Registrable Shares specified in such notice (and in any notices received from other holders of distribution for such offering or ninety Registrable Shares within twenty (9020) days after the effective date of such registration statement.
notice from the Company) (c) each a “Requesting Holder”). If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means method of disposition shall be an underwritingUnderwritten Public Offering, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall may designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 mayUnderwritten Public Offering, subject to the following provisionsapproval of the Requesting Holders, which approval shall not be unreasonably withheld or delayed. The number of Registrable Shares to be included in such an underwriting may be reduced (pro rata among all Requesting Holders, 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; provided, however, that the Company shall include (i) shares in such underwriting, prior to the inclusion of Common Stock for sale any securities held by the Company for its own account, (ii) shares of Common Stock held management or by officers employees or directors of the CompanyCompany (or any other securities that are not Registrable Shares), the number of Registrable Shares requested to be included which in the opinion of such managing underwriter will not adversely affect the marketing of the securities to be sold therein, pro rata among the respective holders thereof on the basis of the amount of Registrable Shares owned by each such holder. With respect to the preceding sentence, if the Company elects to reduce pro rata the amount of Registrable Shares proposed to be offered in the underwriting, for purposes of making any such reduction, each holder of Registrable Shares which is a partnership, together with the affiliates, partners, employees, retired partners and retired employees of such holder, the estates and family members of any such partners, employees, retired partners and retired employees and of their spouses, and (iii) shares any trusts for the benefit of Common Stock held by certain employees and consultants any of the Company who 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 Registrable Shares owned by virtue of currently existing agreements with all entities and individuals included as such “person,” as defined in this sentence (and the Company granting them aggregate number so allocated to such “piggy-backperson” registration rights are entitled to include such shares shall be allocated among the entities and individuals included in such “person” in such manner as such holder of Registrable Shares may reasonably determine). The Company shall be obligated to register Registrable Shares pursuant to requests made under this Section 2 on only two occasions; provided, however, that as to each such occasion such obligation shall be deemed satisfied only when a registration statement covering at least fifty percent (50%) of the “Other Shareholders”)Registrable Shares specified in notices received as aforesaid, in each case for sale in accordance with the method of disposition specified by the requesting holders; providedInitial Requesting Holders, howevershall have become effective and, that if the number such method of shares so included disposition is an Underwritten Public Offering, all such Registrable Shares shall have been sold pursuant thereto. Inclusion of Registrable Shares held by any Requesting Holders in a registration statement pursuant to clauses (i) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration this Section 2.2 shall be deemed counted towards the threshold for fulfillment of the Company’s obligation to file registration statements under Section 2.
2.3 The Company shall be a 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 Section 4.2 and not this Section 4.1. If such registration shall the method of disposition specified by the Initial Requesting Holders, Ordinary Shares to be underwritten, sold by the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officersits own account, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If except as and to the extent that that, in the managing underwriter determines that marketing factors require a limitation on the number opinion of shares to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in such inclusion would adversely affect the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock marketing of the Company Registrable Shares to be included for its own accountsold. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under Except as set forth in this Section 4.12.3, then Registrable Securities shall be excluded in such manner that the no securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion registration statement referred to in such registration as provided above, disapproves this Section 2 without the prior written consent of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registrationRequesting Holders. Except for with respect to registration statements on Form ▇-▇, ▇-▇ or any comparable form or successor theretoS-8, the Company will not file with the Commission any other registration statement with respect to its Common StockOrdinary Shares, whether for its own account or that of other stockholdersshareholders, from the date of receipt of a notice from requesting holders Initial Requesting Holders pursuant to this Section 4.1 2 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) days after the effective date of such registration, whichever is laterthereby.
Appears in 1 contract
Required Registration. (a) At any time after the expiration of any lock-up period under Section 4.9 below following the Company’s initial public offeringconversion of Preferred Shares or subject to conversion if conversion is made contingent upon registration by the holder of Preferred Shares, one or more the holders of the Investors who own more than twenty percent (20%) resultant Conversion Shares constituting at least 50% of the Common Stock total number of Conversion Shares then outstanding may, by written notice to the Company, request the Company then outstanding may request that the Company to register for sale under the Securities Act all or a part any portion of the Registrable Securities Conversion Shares held by such Investor(s) requesting holder or holders for sale in the manner specified in such notice.
(b. For purposes of this Section 4 and Sections 5, 6, 13(a) Following receipt of any notice under Section 4.1(aand 13(d), the Company term "Restricted Stock" shall immediately notify in writing all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company deemed to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts to register under the Securities Act for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities specified in such notice (and in Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all notices received by the Company from other holders within thirty (30) days after the receipt of such notice Preferred Shares held by such holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.1 on two (2) occasions only, provided, however, that the Company shall be obligated to effect two (2) additional registrations pursuant to this Section 4.1 to the extent that the holders of Registrable Securities were unable to include holder at such Registrable Securities in the first registration as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d))time. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering offering.
(a) Following receipt of any notice under this Section 4, the Company shall promptly notify all holders of Restricted Stock from whom notice to register has not been received and prior shall use its best efforts to register under the later to occur Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the completion number of shares of Restricted Stock specified in such notice (and in all notices received by the period of distribution for Company from such offering or ninety (90) other holders within 30 days after the effective date giving of such registration statement.
(c) notice by the Company). If such method of disposition shall be an underwritten public offering, the holders requesting such registration intend of a majority of the shares of Restricted Stock to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 shall be conditioned upon such holder’s agreeing to participate sold in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall offering may designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors approval of the Company, which approval shall not be unreasonably withheld or delayed. If such method of disposition is an underwritten public offering and (iii) in the opinion of the managing underwriter inclusion of all shares of Common Restricted Stock held by certain employees and consultants for which registration has been requested would adversely affect the marketing of the shares to be sold, the number of shares of Restricted Stock to be included may be reduced pro rata among requesting holders based on the number of shares of Restricted Stock owned by such holders. The Company who by virtue shall be obligated to register Restricted Stock pursuant to demand made in this Section 4 on two occasions only, PROVIDED, HOWEVER, that such obligation shall be deemed satisfied only when a registration statement covering all shares of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled to include such shares Restricted Stock specified in such registration (the “Other Shareholders”), in each case notices received as aforesaid for sale in accordance with the method of disposition specified by the requesting holders; provided, however, that if the number of shares so included pursuant to clauses shall have (i) and become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto, or (ii) above exceeds been withdrawn at the number request of Registrable Securities presented by the holders of Restricted Stock requesting registration thereof, then such registration shall be deemed to be (other than solely as a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, result of material information concerning the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter business or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock financial condition of the Company which is made known to be included for its own account. If such holders after the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based date on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in which such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. was requested).
(b) Except for registration statements on Form ▇-▇, ▇-▇ S-8 or any comparable successor form or successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock or Class B 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 4.1 4 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) days after the effective date of such registration, whichever is laterthereby.
Appears in 1 contract
Sources: Registration Rights Agreement (Fountain Pharmaceuticals Inc)
Required Registration. (a) At any time beginning six months after the expiration a registration statement covering a public offering of any lock-up period under Section 4.9 below following the Company’s initial public offering, one or more of the Investors who own more than twenty percent (20%) of the Common Stock securities of the Company under the Securities Act shall have become effective, the holders of Registerable Stock constituting at least 25% of the total shares of Registerable Stock then outstanding may request that the Company to register for sale under the Securities Act all or a part any portion of the Registrable Securities shares of Registerable Stock held by such Investor(s) requesting holder or holders for sale in the manner specified in such notice.
(b) Following receipt . In addition, at any time following the second anniversary of any notice under Section 4.1(a)the date of this Agreement, if a registration statement on Form S-1 has not yet become effective, the Company shall immediately notify in writing all holders of Registrable Securities from whom notice has not been received and such holders shall Registerable Stock constituting more than 50% of the total shares of Registerable Stock then be entitled within thirty (30) days after receipt of such notice from the Company to outstanding may request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts to register under the Securities Act all or any portion of the shares of Registerable Stock held by such requesting holder or holders for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities manner specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the receipt of such notice by such holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.1 on two (2) occasions only, provided, however, that the Company shall be obligated to effect two (2) additional registrations pursuant to this Section 4.1 to the extent that the holders of Registrable Securities were unable to include such Registrable Securities in the first registration as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d))notice. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 3 within 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering offering; provided, however, that this limitation shall not be utilized by the Company to deny the 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 holders of Registerable Stock from whom notice has not been received and prior shall use its best efforts to register under the later to occur Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the completion number of shares of Registerable Stock specified in such notice (and in all notices received by the period of distribution for such offering or ninety (90) Company from other holders within 30 days after the effective date giving of such registration statement.
(c) If notice by the holders requesting such registration intend Company). The Company shall be obligated to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made register Registerable Stock pursuant to this Section 4.1 and the Company shall include 3 on two occasions only; provided, however, that such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 obligation shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or deemed satisfied only when a part of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 may, subject to the following provisions, include (i) covering all shares of Common Registerable Stock for sale by the Company for its own accountspecified in notices received as aforesaid, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled to include such shares in such registration (the “Other Shareholders”), in each case for sale in accordance with the method of disposition specified by the requesting holders; provided, howevershall have become effective and, that if the number such method of disposition is a firm commitment underwritten public offering, all such shares so included shall have been sold pursuant to clauses thereto.
(ic) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration The Company shall be deemed entitled to be a include in any registration statement referred to in this Section 3, for sale in accordance with Section 4.2 and not this Section 4.1. If such registration shall the method of disposition specified by the requesting holders, shares of Common Stock to be underwritten, sold by the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter for its own account or underwriters selected for such underwriting on terms no less favorable to such officerssale by others, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If except as and to the extent that that, in the opinion of the managing underwriter determines that (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing factors require a limitation on of the number of shares Registerable Stock to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock of the Company to be included for its own account. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registrationsold. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or 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 4.1 3 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) days after the effective date of such registration, whichever is laterthereby.
Appears in 1 contract
Required Registration. (a) At any time after the expiration of any lock-up period under Section 4.9 below following the Company’s initial public offering, one or more consummation of the Investors who own more than twenty percent (20%) Merger, the Holders owning or holding 40% of the Common Stock total number of the Company Registrable Securities, then outstanding may request that the Company register for sale prepare and file a registration statement under the Securities 1933 Act all or a part (as adjusted, if applicable, in accordance with this Paragraph 2) of the Registrable Securities held by each such Investor(sHolder (a "Demand") in to become effective on or after July 25, 2000. The Holders expressly acknowledge and agree that any such registration statement may also include shares held by other shareholders of the manner specified in such notice.
Company which are party to registration rights agreements. The Company shall, within five (b5) Following business days of the receipt of any the Demand, give written notice under Section 4.1(a), of such request to the Holders (the "Company Notice") and shall immediately notify in writing all holders file a registration statement (the "Registration Statement") not after the latest of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30i) forty-five (45) calendar days after receipt of such notice from a Demand, (ii) ten (10) business days after requisite financial statements are available for inclusion in the registration statement and (iii) the date on which the Company becomes qualified to request file registration statements under the Company to include in the requested registration all or any portion of their shares of Registrable Securities1933 Act on Form S-3. The Company shall use its best commercially reasonable efforts to register effect, as soon as practicable after the filing of the applicable registration statement, the registration under the Securities 1933 Act for public sale in accordance with the method Paragraph 4 hereof, of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of all Registrable Securities specified in such notice (and in all notices received by which the Company from other holders within thirty (30) days after the receipt of such notice by such holders)Holders request. The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.1 Paragraph 2 on two (2) occasions one occasion only, provided, however, that the Company such obligation shall be obligated to effect two (2) additional registrations pursuant to this Section 4.1 deemed satisfied with respect to the extent that the holders of Registrable Securities were unable to include such Registrable Securities in the first registration as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d)). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 after the effective date of Holders only when a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of the completion of the period of distribution for such offering or ninety (90) days after the effective date of such registration statement.
(c) If the holders requesting such registration intend to distribute the all Registrable Securities covered specified in a Demand received by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled to include such shares in such registration (the “Other Shareholders”), in each case for sale in accordance with the method of disposition specified by the requesting holders; provided, however, that if the number of shares so included pursuant to clauses (i) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration shall be deemed to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, such exclusion, to the extent required by the managing underwriterHolders, shall be applied in the following order: firsthave become effective and, to the if such method of disposition is a firm commitment underwritten public offering, all such shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock of the Company to be included for its own account. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be have been sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or successor pursuant 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 4.1 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) days after the effective date of such registration, whichever is later.
Appears in 1 contract
Required Registration. (a) At any time beginning six (6) months after the expiration earlier of any lock-up period under Section 4.9 below following the Company’s initial a registration statement on (i) covering a public offering, one or more offering of the Investors who own more than twenty percent (20%) of the Common Stock securities of the Company then under the Securities Act shall have become effective, the holder(s) of at least 25% of the shares of Registrable Stock issued and outstanding at that time may request that the Company to register for sale under the Securities Act all or a part any portion of the shares of Registrable Securities Stock held by such Investor(s) requesting holder or holders for sale in the manner specified in such notice.
(b) Following receipt of any notice under Section 4.1(a), the Company shall immediately notify in writing all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts to register under the Securities Act for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the receipt of such notice by such holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.1 on two (2) occasions only, provided, however, that the Company shall be obligated to effect two (2) additional registrations pursuant to this Section 4.1 to the extent that the holders of Registrable Securities were unable to include such Registrable Securities in the first registration as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d)). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 2 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 Registrable Stock shall have been entitled to join pursuant to Section 3 or 4 and prior in which there shall have been effectively registered all shares of Registrable Stock as to which registration shall have been requested.
(b) Following receipt of any notice under this Section 2, the later Company shall immediately notify all holders of Registrable Stock from whom notice has not been received and shall use its best efforts to occur register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the completion number of shares of Registrable Stock specified in such notice (and in all notices received by the period of distribution for such offering or ninety (90) Company from other holders within 30 days after the effective date giving of such registration statement.
(c) If notice by the holders requesting such registration intend Company). The Company shall be obligated to distribute the register Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made Stock pursuant to this Section 4.1 and the Company shall include 2 on two occasions only; provided, however, that such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 obligation shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or deemed satisfied only when a part registration statement covering at least 75% of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 may, subject to the following provisions, include (i) shares of Common Registrable Stock for sale by the Company for its own accountspecified in notices received as aforesaid, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled to include such shares in such registration (the “Other Shareholders”), in each case for sale in accordance with the method of disposition specified by the requesting holders; provided, howevershall have become effective and, if such method of disposition is a firm commitment underwritten public offering, 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 sale in accordance with the method of disposition specified by the requesting holders, Ordinary Shares 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 Registrable Stock to be sold, and except that if the number of shares Ordinary Shares so included pursuant to clauses (i) for the account of the Company and (ii) above others exceeds the number of shares of Registrable Securities presented by Stock of the holder or holders of outstanding Registrable Stock requesting registration thereofsuch registration, then such registration shall be deemed to be a registration in accordance with and pursuant to Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock of the Company to be included for its own account. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration3. Except for registration statements on Form S-4, ▇-▇, ▇-▇ ▇, ▇-11, F-12 or any comparable form or successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common StockOrdinary Shares, 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 4.1 2 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) days after the effective date of such registration, whichever is laterthereby.
Appears in 1 contract
Required Registration. (a) At any time after the expiration of any lock-up period under Section 4.9 below following six months after the Company’s 's initial public offering, one or more Right Holders holding Registrable Shares constituting at least 50% in interest of the Investors who own more than twenty percent (20%) of the Common Stock of the Company all Registrable Shares then outstanding may request that the Company to register for sale under the Securities Act all or a part any portion of the Registrable Securities Shares held by such Investor(s) requesting Right Holder or Right Holders for sale in the manner specified in such notice.
(b) Following receipt , provided that the reasonably anticipated aggregate price to the public of any notice under such offering would exceed $5,000,000. For purposes of this Section 4.1(a)4 and Sections 5, and 6 the only securities which the Company shall immediately notify in writing all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts required to register under the Securities Act for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the receipt of such notice by such holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.1 on two (2) occasions only, Shares; provided, however, that the Company shall be obligated to effect two (2) additional registrations pursuant to that, in any underwritten public offering contemplated by this Section 4.1 to the extent that 4 or Sections 5 and 6, the holders of Registrable Securities were unable Preferred Stock shall be entitled to include sell such Registrable Securities in Preferred Stock to the first registration underwriters for conversion and sale of the shares of Common Stock issued upon conversion or exercise and conversion, as a result of a reduction by the managing underwriterapplicable, if any, pursuant to Section 4.1(d))thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of the completion of the period of distribution for such offering or ninety (90) 4 within 180 days after the effective date of such any registration statementstatement on Form S-1 filed by the Company.
(cb) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means Following receipt of an underwritingany notice under this Section 4, they shall so advise the Company as a part shall immediately notify all Right Holders from whom notice has not been received and such Right Holders shall then be entitled within 30 days thereafter to request the Company to include in the requested registration all or any portion of their request made Registrable Shares. The Company shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described in paragraph (a) above, the number of Registrable Shares specified in such notice (and in all notices received by the Company from other Right Holders within 30 days after the giving of such notice by the Company). The Company shall be obligated to register Registrable Shares pursuant to this Section 4.1 and the Company shall include 4 on two occasions only (except for on Form S-3 or any equivalent successor form); provided, however, that such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 obligation shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or deemed satisfied only when a part of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled to include such shares covering all Registrable Shares specified in such registration (the “Other Shareholders”), in each case notices received as aforesaid for sale in accordance with the method of disposition specified by the requesting holders; providedRight Holders shall have become effective or if such registration statement has been withdrawn prior to the consummation of the offering at the request of Right Holders holding a majority in interest of the Registrable Shares to be covered by such registration statement (other than as a result of a material adverse change in the business or condition, howeverfinancial or otherwise, that of the Company) and, if the number such method of disposition is a firm commitment underwritten public offering, all such Registrable Shares shall have been sold pursuant thereto (not including shares so included eligible for sale pursuant to clauses the underwriters' over-allotment option).
(ic) and (ii) above exceeds the number The Company shall be entitled to include in any registration statement referred to in this Section 4 shares of Registrable Securities presented Common Stock to be sold by the holders requesting registration thereofCompany for its own account, then such registration shall be deemed to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If except as and to the extent that that, in the managing underwriter determines that marketing factors require a limitation on the number opinion of shares to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in such inclusion would adversely affect the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock marketing of the Company Registrable Shares to be included for its own account. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registrationsold. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or 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 requesting sale pursuant to an underwritten offering pursuant to this Section 4.1 4 until the date that is 180 days after completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) days after the effective date of such registration, whichever is laterthereby.
Appears in 1 contract
Sources: Investor Rights Agreement (Helicos Biosciences Corp)
Required Registration. (a) At any time after the expiration of any lock-up period under Section 4.9 below following the Company’s initial public offeringInitial Public Offering, one or more of the Investors who own more than twenty percent holders of Series A Shares (the "Series A Investors") constituting at least 20%) % of the Common Stock total number of Registrable Securities then outstanding and held by the Series A Investors (or their "permitted transferees" (as defined in the Amended Articles)) may request the Company then outstanding may request that the Company to register for sale under the Securities Act all or a part any portion of the shares of Registrable Securities held by such requesting holder or holders for sale in the manner specified in such notice; PROVIDED, HOWEVER, that the proposed offering price of the Registrable Securities held by such Investor(s) in the manner specified in such noticeholder or holders must be at least US$5,000,000.
(b) Following receipt of any notice under this Section 4.1(a)3.3, the Company shall immediately promptly notify in writing all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts to register under the Securities Act Act, for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) 180 days of its receipt of such notice, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the receipt of such notice by such holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.1 3.3 on two (2) occasions only, provided, however, that the Company such obligation shall be obligated to effect two deemed satisfied only when a registration statement covering all shares of Registrable Securities specified in notices received as aforesaid (2) additional registrations pursuant to this Section 4.1 except to the extent that the holders of Registrable Securities were unable to include such Registrable Securities in the first registration as a result of a reduction reduced by the managing underwriter, if any, pursuant to Section 4.1(d3.3(d)), 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. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 after 3.3 during the effective date period commencing 60 days prior to the Company's good faith estimate of the effectiveness of a registration statement filed by the Company covering a firm commitment underwritten public offering (other than pursuant to this Section 3.3) and prior to the later to occur of the completion of the period of distribution for such offering or ninety (90) 120 days after the effective date of such registration statement.
(c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 3.3 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 3.3 shall be conditioned upon such holder’s 's agreeing to participate in such underwriting and to permit inclusion of such holder’s 's Registrable Securities in the underwriting. The Board shall If such method of disposition is an underwritten public offering, the Company may designate the managing underwriter underwriter(s) of such offering, which managing underwriter(s) shall be reasonably acceptable to the holders of at least a majority in interest of the shares of Registrable Securities to be sold in such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 3.3 may, subject to the following provisions, include (i) shares of Common Stock Ordinary Shares for sale by the Company for its own account, (ii) shares of Common Stock Ordinary Shares held by officers or directors of the Company, Company and (iii) shares of Common Stock Ordinary Shares held by certain employees and consultants of the Company persons who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights in compliance with the provisions of Section 3.13 hereof are entitled to include such shares in such registration (the “"Other Shareholders”"), in each case for sale in accordance with the method of disposition specified by the requesting holders; provided, however, that if the number of shares so included pursuant to clauses (i) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration shall be deemed to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and Company, such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, then the Ordinary Shares held by officers or directors (other than Registrable Securities) of the Company or by Other Shareholders (other than Registrable Securities) and Ordinary Shares to be sold by the Company for its own account shall be excluded from such exclusionregistration to the extent so required by such managing underwriter, and unless the holders of such shares and the Company have otherwise agreed in writing, such exclusion shall be applied first to the Ordinary Shares of the Company to be included for its own account to the extent required by the managing underwriter, shall be applied in the following order: first, and then to the shares held by the directors and officers and the Other Shareholders, second, Shareholders to the shares of Common Stock extent required by the managing underwriter, ratable among them on the basis of the Company to be included for its own accountrespective number of shares held by each of them. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.13.3, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Series A Registrable Securities will be excluded prior to any exclusion of Series A Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s 's marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common StockOrdinary Shares, whether for its own account or that of other stockholdersshareholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4.1 3.3 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) 120 days after the effective date of such registration, whichever is laterearlier, if in the good faith judgment of the managing underwriter marketing factors would materially adversely affect the price of the Registrable Securities subject to such underwritten registration.
Appears in 1 contract
Required Registration. (a) At any time after the expiration of any lock-up period under Section 4.9 below following the Company’s initial public offeringDecember 31, one or more of the Investors who own more than twenty percent (20%) of the Common Stock of 1997, you may request the Company then outstanding may request that the Company to register for sale under the Securities Act all or a part any portion of the Registrable Securities shares of Restricted Stock held by such Investor(s) you for sale in the manner specified in such notice.
(b) Following receipt of any notice under Section 4.1(a), the Company shall immediately notify in writing all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts to register under the Securities Act for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the receipt of such notice by such holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.1 on two (2) occasions only, provided, however, that only securities which the Company shall be obligated required to effect two (2) additional registrations register pursuant to this Section 4.1 to the extent that the holders hereto shall be shares of Registrable Securities were unable to include such Registrable Securities in the first registration as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d))Common Stock. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 4 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 Sections 5 or 6 and prior in which there shall have been effectively registered all shares of Restricted Stock as to the later to occur of the completion of the period of distribution for such offering or ninety (90) days after the effective date of such which registration statementshall have been requested.
(cb) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means Following receipt of an underwritingany notice under this Section 4, they shall so advise the Company as a part shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of their request made disposition specified in such notice from you, the number of shares of Restricted Stock specified in such notice. The Company shall be obligated to register Restricted Stock pursuant to this Section 4.1 and the Company shall include 4 on two occasions only, provided, however, that such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 obligation -------- ------- shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or deemed satisfied only when a part of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 may, subject to the following provisions, include (i) covering all shares of Common Restricted Stock for sale by the Company for its own accountspecified in notices received as aforesaid, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled to include such shares in such registration (the “Other Shareholders”), in each case for sale in accordance with the method of disposition specified by the requesting holders; provided, howevershall have become effective and, that if the number such method of disposition is a firm commitment underwritten public offering, all such shares so included shall have been sold pursuant to clauses thereto.
(ic) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration The Company shall be deemed entitled to be a include in any registration statement referred to in this Section 4, for sale in accordance with Section 4.2 and not this Section 4.1. If such registration shall the method of disposition specified by the requesting holders, shares of Common Stock to be underwritten, sold by the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officersits own account, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If except as and to the extent that that, in the opinion of the managing underwriter determines that (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing factors require a limitation on of the number of shares Restricted Stock to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock of the Company to be included for its own account. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registrationsold. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or successor thereto, the Company will not file with the Commission any other registration statement with respect to its the Common StockShares, 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 4.1 4 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty thereby.
(120d) days after The Company proposes to effect a plan of arrangement (the effective date "Arrangement") under the laws of the Province of Ontario, Canada, pursuant to which the Common Stock of the Company will be exchanged for the common stock (the "Delaware Common Stock") of a Delaware corporation formed for such registrationpurpose. In connection with the Arrangement, whichever is laterthe Company will file a registration statement on Form S-4 under the Securities Act for the purpose of registering the Delaware Common Stock. Notwithstanding Section 4(a), the Company shall use its best efforts to register the shares of the Delaware Common Stock issuable in exchange for the Common Shares pursuant to the Arrangement and the shares of the Delaware Common Stock issuable upon exercise of the Warrant pursuant to such registration statement on Form S-4.
Appears in 1 contract
Sources: Registration Rights Agreement (American Telesource International Inc)
Required Registration. (a) At any time after the expiration earlier of (i) March 31, 1998, or (ii) three months after any lock-up period under Section 4.9 below following registration statement covering the Company’s initial public offering, one or more offering of the Investors who own more than twenty percent (20%) of the Common Stock securities of the Company under the Securities Act shall have become effective (an "Initial Public Offering"), the holders of Registrable Securities constituting at least 25% of the total shares of Registrable Securities then outstanding may request that the Company to register for sale under the Securities Act all or a part any portion of the shares of Registrable Securities held by such Investor(s) requesting holder or holders for sale in the manner specified in such notice. Notwithstanding any other provision of this Section 2.3, the Company shall not be obligated to register any Preferred Stock or Warrants for sale pursuant to any such registration.
(b) Following receipt of any notice under this Section 4.1(a)2.3, the Company shall immediately notify in writing all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts to register under the Securities Act Act, for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the receipt of such notice by such holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.1 2.3 on two (2) occasions only, provided, however, that the Company such obligation shall be obligated to effect two deemed satisfied only when a registration statement covering all shares of Registrable Securities specified in notices received as aforesaid (2) additional registrations pursuant to this Section 4.1 except to the extent that the holders of Registrable Securities were unable to include such Registrable Securities in the first registration as a result of a reduction reduced (but not by more than 10%) by the managing underwriter, if any, pursuant to Section 4.1(dsubsection 2.3(d)), 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. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 2.3 after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of the completion of the period of distribution for such offering or ninety (90) 120 days after the effective date of such registration statement.
(c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 2.3 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 2.3 shall be conditioned upon such holder’s 's agreeing to participate in such underwriting and to permit inclusion of such holder’s 's Registrable Securities in the underwriting. The Board shall If such method of disposition is an underwritten public offering, the holders of at least a majority in interest of the shares of Registrable Securities 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. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 2.3 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors of the Company, Company and (iii) shares of Common Stock held by certain employees and consultants of the Company Persons who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights in compliance with the provisions of Section 5.6 hereof are entitled to include such shares in such registration (the “"Other Shareholders”Stockholders"), in each case for sale in accordance with the method of disposition specified by the requesting holders; provided, however, that if the number of shares so included pursuant to clauses (i) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration shall be deemed to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and Company, such officers and directors and Other Shareholders Stockholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders Stockholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, then the shares of Common Stock held by officers or directors (other than Registrable Securities) of the Company or by Other Stockholders (other than Registrable Securities) and shares of Common Stock to be sold by the Company for its own account shall be excluded from such exclusion, registration to the extent so required by the such managing underwriter, and unless the holders of such shares and the Company have otherwise agreed in writing, such exclusion shall be applied in the following order: first, first to the shares held by the directors and officers and the Other ShareholdersStockholders to the extent required by the managing underwriter, second, then to the shares of Common Stock of the Company to be included for its own accountaccount to the extent required by the managing underwriter. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.12.3, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior 8. to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s 's marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder Stockholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or 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 4.1 2.3 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) 120 days after the effective date of such registration, whichever is later.
Appears in 1 contract
Required Registration. (a) At On any time date after the expiration earlier of any lock-up period under Section 4.9 below (i) December 31, 2015 and (ii) 180 days following the Company’s initial public offeringRegistration Date, one or more of if holders representing the Investors who own more than twenty percent (20%) of the Common Stock of the Company Demand Registration Percentage shall in writing state that such holders desire to sell then outstanding may or issuable Registrable Shares having an aggregate offering price of at least $15,000,000 in the public securities markets and request that the Company register for sale Corporation to effect the registration under the Securities Act all or a part of Registrable Shares, the Corporation shall promptly effect the registration under the Securities Act of the Registrable Shares which the Corporation has been so requested to register; provided, however, that the Corporation shall not be obligated to effect any registration under the Securities held by such Investor(sAct except in accordance with the following provisions:
(a) the Corporation shall not be obligated to file and cause to become effective (i) more than two registration statements initiated pursuant to this Section 2 on Form S-1 promulgated under the Securities Act or any successor form thereto, or (ii) 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 manner specified in such noticeSecurities 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.
(b) Following receipt the Corporation may delay the filing or effectiveness of any notice under Section 4.1(a), the Company shall immediately notify in writing all holders registration statement for a period of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company up to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts to register under the Securities Act for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) 90 days after the receipt date of such notice by such holders). The Company shall be obligated to register the Registrable Securities a request for registration pursuant to this Section 4.1 on two 2 if at the time of such request (2i) occasions onlythe Corporation is engaged, or has fixed plans to engage within 90 days of the time of such request, in a firm 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 Company shall be obligated to effect two (2) additional registrations Corporation may only delay the filing or effectiveness of a registration statement pursuant to this Section 4.1 to the extent that the holders 2(b) for a total of Registrable Securities were unable to include such Registrable Securities in the first registration as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d)). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 60 days after the effective date of a request for registration statement filed by the Company covering a firm commitment underwritten public offering pursuant to this Section 2 and prior to the later to occur of the completion of the period of distribution for may exercise such offering or ninety (90) days after the effective date of such registration statementright once in any 12 month period.
(c) If the holders requesting such registration intend with respect to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 2, the Corporation shall be conditioned upon give notice of such holder’s agreeing registration to participate in such underwriting the Investors who do not request registration hereunder and to permit inclusion the holders of such holder’s Registrable Securities in all Other Shares which are entitled to registration rights and the underwriting. The Board shall designate the managing underwriter of such offering. A holder Corporation may elect to include in such underwriting all registration any Primary Shares or a part of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled to include such shares in such registration (the “Other Shareholders”), in each case for sale in accordance with the method of disposition specified by the requesting holdersShares; provided, however, that if the number managing underwriter advises the Corporation that the inclusion of shares so all Registrable Shares, Primary Shares and/or Other Shares proposed to be included pursuant to clauses (i) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then in such registration shall be deemed to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form would interfere with the representative successful marketing (including pricing) of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such exclusion, to the extent required by the managing underwriter, registration shall be applied included in the following order: :
(i) first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock of the Company Registrable Shares requested to be included for its own account. If in such registration (or, if necessary, such Registrable Shares pro rata among the managing underwriter determines that marketing factors require a limitation of holders thereof based upon the number of Registrable Securities Shares requested to be registered under this Section 4.1by each such holder);
(ii) second, then the Primary Shares; and
(iii) third, the Other Shares which are entitled to registration rights. provided, however, that no such reduction shall reduce the amount of securities of the selling Investors included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering of the Corporation, in which event any or all of the Registrable Securities shall Shares of the Investors may be excluded in such manner accordance with the immediately preceding clause; provided, further, that the securities number of shares of Series D Registrable Shares to be sold included in such underwriting and registration shall not be allocated among reduced unless all other securities of the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security Corporation are first entirely excluded from the underwriting by reason and registration.
(d) If the holders of the underwriter’s marketing limitation Registrable Shares requesting to be included in a registration pursuant to this Section 2 so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The holders of Registrable Shares then holding at least sixty-five percent (65%) of the Registrable Shares requested to be included in such registrationregistration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Corporation to act as the lead managing underwriter or underwriters in connection with such offering and shall select any additional investment bankers and managers to be used in connection with the offering.
(e) At any time before the registration statement covering Registrable Shares becomes effective, the holders of the Registrable Shares representing the Demand Registration Percentage may request the Corporation to withdraw or not to file the registration statement. If any holder In that event, (i) if such request of Registrable Securitieswithdrawal shall have been caused by, officeror made in response to, director the material adverse effect of an event on the business, properties, condition, financial or Other Shareholder otherwise, or operations of the Corporation, (ii) the holders who has requested inclusion in registration agree to bear the expenses incurred up to such withdrawal, then such holders shall not be deemed to have used one of their demand registration rights under this Section 2. In the event less than all of the stock requested to be registered by the Investors and not subsequently voluntarily withdrawn from the registration by such Investors is registered, then such registration shall not be counted as provided above, disapproves a registration for the purposes of satisfying the terms of the underwriting, Corporation’s obligation to effect two (2) such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or 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 registrations under this Section 4.1 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) days after the effective date of such registration, whichever is later2.
Appears in 1 contract
Sources: Registration Rights Agreement (Clarus Therapeutics Inc)
Required Registration. (a) At any time beginning twelve months after the expiration of any lock-up period under Section 4.9 below following the Company’s a registration statement covering an initial public offering, one or more offering of the Investors who own more than twenty percent (20%) of the Common Stock securities of the Company under the Securities Act shall have become effective, the holder or holders of Registerable Stock constituting at least 51% of the total shares of Registerable Stock then outstanding may request that the Company to register for sale under the Securities Act all or a part any portion of the Registrable Securities shares of Registerable Stock held by such Investor(s) requesting holder or holders for resale in the manner specified in such notice.
(b) Following receipt of . In addition, at any notice under Section 4.1(a)time after July 22, 1996, if a registration statement on Form S-3 or any successor thereto has not yet become effective, the Company shall immediately notify in writing all holder or holders of Registrable Securities from whom notice has not been received and such holders shall Registerable Stock constituting at least 51% of the total shares of Registerable Stock then be entitled within thirty (30) days after receipt of such notice from the Company to outstanding may request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts to register under the Securities Act all or any portion of the shares of Registerable Stock held by such requesting holder or holders for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities manner specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the receipt of such notice by such holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.1 on two (2) occasions only, provided, however, that the Company shall be obligated to effect two (2) additional registrations pursuant to this Section 4.1 to the extent that the holders of Registrable Securities were unable to include such Registrable Securities in the first registration as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d))notice. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 3 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 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 prior shall use its best efforts to register under the later to occur Securities Act, for public sale in accordance with the method of disposition specified in such request from requesting holders, the completion number of shares of Registerable Stock specified in such request (and in all requests received by the period of distribution for such offering or ninety (90) Company from other holders within 15 days after the effective date giving of such registration statement.
(c) If notice by the holders requesting such registration intend Company). The Company shall be obligated to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made register Registerable Stock pursuant to this Section 4.1 3 on two occasions only and shall use its best efforts to cause each such Registration Statement to become effective whether or not all shares requested to be registered can be included. However, the Company shall include such information in the written notice referred Company's obligation as to in paragraph (b) above. The right of any holder to required registration pursuant to this Section 4.1 hereunder shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds.
(d) A deemed satisfied only if that registration statement filed pursuant to this Section 4.1 mayhas become effective, subject to the following provisions, include has remained effective for a period of 120 days (ior such shorter period in which all securities registered have been sold) and includes all shares of Common Registerable Stock for sale by the Company for its own accountspecified in requests received as aforesaid, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled to include such shares in such registration (the “Other Shareholders”), in each case for sale in accordance with the method of disposition specified by the requesting holders; provided, howeverand, that 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 (including the price at which such securities can be sold) or reduce the number of shares so included pursuant to clauses (i) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration shall be deemed to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares Registerable Stock otherwise able to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock of the Company to be included for its own account. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registrationRegistration Statement. Except for registration statements on Form ▇-▇, ▇-▇ S-8 or any comparable form or 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 4.1 3 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) days after the effective date of shares covered by such registration, whichever is later.
Appears in 1 contract
Required Registration. (a) At any time after the expiration holders of any lock-up period under Section 4.9 below following the Company’s initial public offering, one or more a majority of the Investors who own more than twenty percent (20%) of the Common outstanding Restricted Stock of may request the Company then outstanding may request that the Company to register for sale under the Securities Act all or a part any portion of the Registrable Securities shares of Restricted Stock held by such Investor(s) holders for sale in the manner specified in such notice. Notwithstanding anything to the contrary contained herein, non request may be made under this Section 4 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 4, Section 5 or Section 6 hereof and in which there shall have been effectively registered all shares of Restricted Stock as to which registration shall have been so requested.
(b) Following Promptly following receipt of any notice under this Section 4.1(a)4 from holders of Restricted Stock, the Company shall immediately notify in writing all any holders of Registrable Securities Restricted Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts to register under the Securities Act for public sale in accordance with the method of disposition specified in the such notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities Restricted Stock specified in such notice (and in all notices any notice received by the Company from other holders within thirty (30) 20 days after the receipt of such notice by such holdersfrom the Company). The Company If such method of disposition shall be obligated to register the Registrable Securities pursuant to this Section 4.1 on two (2) occasions onlyan underwritten public offering, provided, however, that the Company shall be obligated to effect two (2) additional registrations pursuant to this Section 4.1 to the extent that the holders of Registrable Securities were unable to include such Registrable Securities in the first registration as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d)). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of the completion of the period of distribution for such offering or ninety (90) days after the effective date of such registration statement.
(c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall designate the managing underwriter of such offering. A holder may elect , subject to include the approval of a majority in such underwriting all or a part interest of the Registrable Securities it holds.
(d) A registration statement filed selling holders of Restricted Stock, which be obligated to register Restricted Stock pursuant to this Section 4.1 may4, subject to the following provisions, include (i) on one occasion only; provided that such obligation shall be deemed satisfied only when a registration statement covering all shares of Common Restricted Stock for sale by specified in the Company for its own accountnotices received as aforesaid, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled to include such shares in such registration (the “Other Shareholders”), in each case for sale in accordance with the method of disposition specified by the requesting holders; provided, howevershall have become effective and, that if the number such method of disposition is a firm commitment underwritten public offering, all such shares so included shall have been sold pursuant to clauses thereto.
(ic) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration The Company shall be deemed entitled to be a include in any registration statement referred to in this Section 4, for sale in accordance with Section 4.2 and not this Section 4.1. If such registration shall the method of disposition specified by the requesting holders, shares of Common Stock to be underwritten, sold by the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with for its own account r for the representative account of any stockholder of the underwriter or underwriters selected for such underwriting on terms no less favorable Company having registration rights with respect to such officersstock, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If except as and to the extent that that, in the opinion of the managing underwriter determines that (if such method of disposition shall be an underwritten public offering), such inclusion would materially adversely affect the marketing factors require a limitation on of the number of shares Restricted Stock to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock of the Company to be included for its own accountsold. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration Except as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or successor theretoin this paragraph (c), the Company will not file with the Commission any other registration statement with respect to its Common StockStock (other than a registration statement on Form S-4 or S-8), whether for its own account or that of other stockholderssecurity holders, from the date of receipt of a notice from requesting holders pursuant to this Section 4.1 4 until the completion of the period of distribution of the registration contemplated thereby thereby.
(d) The Company may postpone the filing of any registration statement otherwise required to be prepared and filed by it under this Section 4 if, at the time it receives a request from the holders of Restricted Stock, the Board of Directors of the Company determines in its good faith judgment that such registration would adversely interfere with any material financing, acquisition, corporate reorganization or one hundred twenty (120) other material corporate transaction involving the Company that is pending or imminent at the time to the material detriment of the interests of the Company and its stockholders; provided, however, that, if the Board of Directors does not make a determination to utilize this right within 30 days after of the effective date of receipt of such registrationrequest, whichever is laterthis right shall be deemed waived with respect to such request and the Company may exercise its right to postpone a registration statement to be filed under this Section 4 only once in any period of twelve consecutive months. The postponement will be for the minimum period reasonably required but in any event such postponement shall not exceed 90 days. The Company will promptly give the holders of Restricted Stock written notice of any such postponement and will use all reasonable best efforts to minimize the length of the postponement. If the Company shall so postpone the filing of a registration statement, the holders of Restricted Stock shall have the right to withdraw any request ynder this Section 4 by giving written notice of such postponement and, in the event of such withdrawal, the request that was withdrawn shall not be deemed to have been made.
Appears in 1 contract
Required Registration. (a) At any time after the expiration of any lock-up period under Section 4.9 below following the Company’s initial public offering, one or more all of the Investors who own more than twenty percent 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 Common total shares of Restricted Stock of the Company then outstanding may request that the Company to register for sale under the Securities Act all or a part any portion of the Registrable Securities shares of Restricted Stock held by such Investor(s) requesting holder or holders for sale in the manner specified in such notice.
notice if either (bA) Following receipt of any notice under Section 4.1(a), the Company shall immediately notify in writing all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt reasonably anticipated aggregate price to the public of such notice from public offering would exceed $5,000,000, or (B) the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company Restricted Stock for which registration has been requested shall use its best efforts to register under constitute at least 30% of the Securities Act for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of total shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the receipt of such notice by such holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.1 on two (2) occasions only, provided, however, that the Company shall be obligated to effect two (2) additional registrations pursuant to this Section 4.1 to the extent that the holders of Registrable Securities were unable to include such Registrable Securities in the first registration as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d))Restricted Stock then outstanding. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 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 prior 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 later Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use its reasonable best efforts to occur register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the completion number of shares of Restricted Stock specified in such notice (and in all notices received by the period of distribution for such offering or ninety (90) Company from other holders within 30 days after the effective date giving of such registration statement.
(c) notice by the Company). If such method of disposition shall be an underwritten public offering, the holders requesting such registration intend of a majority of the shares of Restricted Stock to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 shall be conditioned upon such holder’s agreeing to participate sold in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall offering may designate the managing underwriter of such offering. A holder may elect , subject to include in such underwriting all or a part the approval of the Registrable Securities it holds.
(d) A registration statement filed Company, which approval shall not be unreasonably withheld or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4.1 may4 on three occasions only, subject to the following provisionsprovided, include (i) however, that such obligation shall be deemed satisfied only when all shares of Common Restricted Stock specified in notices received as aforesaid, for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements 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 statement covering such shares.
(c) The Company granting them “piggy-back” registration rights are shall be entitled to include such shares in such any registration (the “Other Shareholders”)statement referred to in this Section 4, in each case for sale in accordance with the method of disposition specified by the requesting holders; provided, however, that if the number shares of shares so included pursuant Common Stock to clauses (i) and (ii) above exceeds the number of Registrable Securities presented be sold by the holders requesting registration thereofCompany for its own account, then such registration shall be deemed to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If except as and to the extent that that, in the opinion of the managing underwriter determines that (if such method of marketing factors require a limitation on of disposition shall be an underwritten public offering), such inclusion would adversely affect the number marketing of shares the Restricted Stock to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock of the Company to be included for its own account. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registrationsold. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or 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 4.1 4 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) days after the effective date of such registration, whichever is laterthereby.
Appears in 1 contract
Sources: Investor Rights Agreement (Achillion Pharmaceuticals Inc)
Required Registration. (a) At any time after the expiration date which is six months after the consummation of any lock-up period under Section 4.9 below following the Company’s initial public offering, one or more of the Investors who own more than twenty percent (20%) offering of the Common Stock Stock, if the Company shall be requested by in excess of thirty percent (30%) in interest of the Company then outstanding may request that Holders to effect the Company register for sale registration under the Securities Act all or a part of the Registrable Securities held by such Investor(s) in the manner specified in such notice.
(b) Following receipt of any notice under Section 4.1(a)Shares, then the Company shall immediately notify in writing all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled shall, within thirty (30) 10 days after receipt of such request, deliver a written notice from the Company of such proposed registration to request the Company all Holders of outstanding Registrable Shares and shall offer to include in such proposed registration any Registrable Shares requested to be included in such proposed registration by the requested registration all or any portion of their shares Holders of Registrable SecuritiesShares who or which shall respond in writing to the Company's notice within 15 days after delivery thereof. The Company shall promptly thereafter use its best efforts to register effect such registration under the Securities Act for public sale in accordance with of the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities specified in such notice (and in all notices received by Shares which the Company from other holders within thirty (30) days after the receipt of such notice by such holders). The Company shall be obligated has been so requested to register the Registrable Securities pursuant to this Section 4.1 on two (2) occasions only, register; provided, however, that the Company shall not be obligated to effect two any registration under the Securities Act except in accordance with the following provisions:
(2a) additional registrations the Company shall not be obligated to use its best efforts to file and cause to become effective (i) more than one (1) registration statement initiated pursuant to this Section 4.1 2 pursuant to which all of the extent that the holders of Registrable Securities were unable Shares requested to include such Registrable Securities in the first registration as a result of a reduction be included therein by the managing underwriter, if any, Holders have been effectively sold thereunder or (ii) 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 Section 4.1(d)). Notwithstanding anything which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the contrary contained herein, no request prior 90 days;
(b) the Company may be made under this Section 4.1 delay the filing or effectiveness of any registration statement for a period of up to 180 days after the effective date of a request for registration statement filed by pursuant to this Section 2 if at the time of such request (i) the Company covering is engaged, or has fixed plans to engage within 180 days of the time of such request, in a firm commitment underwritten public offering and prior to the later to occur of the completion of the period of distribution for such offering or ninety (90) days after the effective date of such registration statement.
(c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 and the Company shall include such information Primary Shares in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds.
(d) A registration statement filed pursuant to this Section 4.1 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration rights are entitled to include such shares in such registration (the “Other Shareholders”), in each case for sale in accordance with the method of disposition specified by the requesting holders; provided, however, that if the number of shares so included pursuant to clauses (i) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration shall be deemed to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock of the Company to be included for its own account. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or 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 4.1 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) days after the effective date of such registration, whichever is later.which the
Appears in 1 contract
Sources: Registration Rights Agreement (BMJ Medical Management Inc)
Required Registration. (a) At any time after the expiration later of (i) April 30, 2007 and (ii) the date on which the Company becomes eligible to file a Registration Statement on Form S-3 (or any lock-up period under Section 4.9 below following successor form relating to secondary offerings), the Company’s initial public offeringPurchaser may request, one in writing, that the Company effect the registration on Form S-3 (or more of the Investors who own more than twenty percent (20%such successor form) of the Common Stock Registrable Shares then owned by the Purchaser. Upon receipt of any such request for registration, the Company then outstanding may request that shall use its commercially reasonable efforts to effect the registration on Form S-3 (or any successor form) of all Registrable Shares which the Company register for sale under has been requested by the Securities Act all or a part of the Registrable Securities held by such Investor(s) in the manner specified in such noticePurchaser to so register.
(b) Following receipt of any notice under Section 4.1(a), the Company shall immediately notify in writing all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts to register under the Securities Act for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph not be required (ai) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the receipt of such notice by such holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4.1 on two (2) occasions only, provided, however, that the Company shall be obligated to effect two (2) additional more than three registrations pursuant to Section 2.1(a) or (ii) to effect a registration pursuant to Section 2.1(a) involving the distribution of Registrable Shares by means of an underwriting. For purposes of this Section 4.1 to 2.1(b), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the extent that Commission (unless the holders of Registrable Securities were unable to include Purchaser withdraws its request for such Registrable Securities in the first registration (other than as a result of a reduction by information concerning the managing underwriter, if any, business or financial condition of the Company which is made known to the Purchaser after the date on which such registration was requested) and elects not to pay the Registration Expenses therefor pursuant to Section 4.1(d2.4)). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of the completion of the period of distribution for such offering or ninety (90) days after the effective date of such registration statement.
(c) If at the holders requesting such registration intend time of any request to distribute register Registrable Shares by the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made Purchaser pursuant to this Section 4.1 and 2.1, the Company shall include such information is engaged or has plans to engage in a public offering of securities solely by, and solely on behalf of, the Company or the Company is engaged in any other activity which, in the written notice referred good faith determination of the Company’s Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion exceed 60 consecutive days from the date of such holder’s Registrable Securities request or an aggregate of 120 days in the underwriting. The Board shall designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holdsany one-year period.
(d) A registration statement filed pursuant The Company shall be entitled to this Section 4.1 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” others in any registration rights are entitled to include such shares in such registration (the “Other Shareholders”), in each case for sale in accordance with the method of disposition specified by the requesting holders; provided, however, that if the number of shares so included pursuant to clauses (i) and (ii) above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration shall be deemed to be a registration in accordance with Section 4.2 and not this Section 4.1. If such registration shall be underwritten, the Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in the following order: first, to the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock of the Company to be included for its own account. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form ▇-▇, ▇-▇ or any comparable form or 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 4.1 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (120) days after the effective date of such registration, whichever is later2.1.
Appears in 1 contract
Sources: Registration Rights Agreement (Altus Pharmaceuticals Inc.)