Voluntary Registration Sample Clauses

Voluntary Registration. 1. A Person who is not required to be registered under Article 50(1) of this Agreement who resides in any Member State may request to be registered therein, provided that the value of his annual supplies in that Member State is not less than voluntary registration threshold.
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Voluntary Registration. (a) Notwithstanding any other obligation as identified in this Agreement, the Company shall use its reasonable best efforts to voluntarily register all of the Registrable Securities received by the Holder pursuant to the Subscription Agreements (the "Holder's Shares") under the Act and any state acts within ninety (90) days from the date of this Agreement (the "Post-Effective Amendment Registration Period") by filing an amendment to the Company's Registration Statement on Form S-3 previously filed with the SEC November 17, 2000 (the "Registration Statement").
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Voluntary Registration. If the Employee voluntarily resigns from the Company (other than as an involuntary Termination (as defined below) or if the Company terminates the Employee's employment for Cause (as defined below)), then the Employee shall not be entitled to receive severance payments under this Agreement. Employee's benefits will be terminated under the terms of the Company's then existing benefit plans and policies in accordance with such plans and policies in effect on the date of termination or in accordance with Employee's employment agreement with the Company.
Sample 1
Voluntary Registration. Without limiting the rights of the Investors under this Agreement, the Company may file a Registration Statement at any time registering the Conversion Shares and the Warrant Shares (a "Voluntary Registration"). If the Company elects to file a Voluntary Registration, it shall to the extent permissible by the Rules and Staff policies of the SEC seek to register all Conversion Shares and Warrant Shares, except to the extent that any Investor provides written notice to the Company that it elects to not include all Conversion Shares and Warrant Shares. Upon a Voluntary Registration becoming effective with the SEC (and remaining current), the Company shall be deemed to have complied with Subsections (ii) and (iii) of Section 1(b)(ii) of the Securities Purchase Agreement.
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Voluntary Registration. The Corporation shall have no obligation to make payments to the Executive in accordance with the provisions of paragraph 3 for periods after the date on which the Executive's employment with the Corporation terminates due to the Executive's voluntary resignation.
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Voluntary Registration. If the Company at any time elects, or proposes, to register any of its authorized capital stock (the "Registration Shares") under the Act (a "Registration Statement") with the Securities and Exchange Commission (the "SEC") pursuant to which common stock shares owned by any shareholder of the Company may be registered, the Company shall give prompt written notice (the "Registration Notice") to C&A (the "Holder") of its intentions to register the Registration Shares. Within fifteen (15) days after the Registration Notice shall have been given to the Holder, the Holder shall give written notice to the Company (the "Holder Notice") stating the number of Compensation Shares underlying the Warrants Holder desires the Company to register (the "Holder Shares"). The Company shall use its best efforts to register the Holder Shares under the Act and the State Acts. Anything contained herein to the contrary notwithstanding, the Company has the right to withdraw and discontinue registration of the Holder Shares at any time prior to the effective date of such Registration Statement if the registration of the Registration Shares is withdrawn or discontinued. The Holder whose Holder Shares are to be included in the Registration Statement (the "Seller") shall furnish the Company with such appropriate information as the Company shall reasonably request in writing concerning the Seller as is necessary for the Company to comply with the disclosure requirements of the Act, and the rules and regulations promulgated thereunder. Following the effective date of such Registration Statement, the Company shall, upon the reasonably request of the Seller, supply such number of prospectuses meeting the requirements of the Act, as shall be requested by such Seller to permit such Seller to make a public offering of all the Holder Shares of such Seller included therein. The Company shall exercise good faith efforts to qualify the Holder Shares for sale in such states as the Seller shall reasonably designate.
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Voluntary Registration. If, at any time while the Note remains unpaid in full, the Corporation does a registration statement, the Corporation agrees to register a sufficient quantity of stock to retire the Note, or agrees with the underwriter that the note will be paid in full prior to the effective date of such registration.
Sample 1
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Voluntary Registration. Should a “Caso d’uso”, or an “Enunciazione” or a voluntary registration be triggered after the date hereof, then the relevant applicable registration tax shall be entirely borne by the party that has triggered the “Caso d’uso” or “Enunciazione” or voluntary registration. SCHEDULE 1 CERTAIN GUARANTORS A&A AUTO PARTS STORES, INC. ACCU-PARTS LLC AKRON AIRPORT PROPERTIES, INC. AMERICAN RECYCLING INTERNATIONAL, INC. A-RELIABLE AUTO PARTS & WRECKERS, INC. ARROW SPEED ACQUISITION LLC BUDGET AUTO PARTS U-PULL-IT, INC. CITY AUTO PARTS OF DURHAM, INC. XXXXXXXX.XXX, INC. XXXXXXXXX AUTO RECYCLERS, LLC KAI CHINA LLC KAIR IL, LLC KAO LOGISTICS, INC. KAO WAREHOUSE, INC. KEYSTONE AUTOMOTIVE INDUSTRIES, INC. KEYSTONE AUTOMOTIVE OPERATIONS, INC. KEYSTONE AUTOMOTIVE OPERATIONS OF CANADA, INC. LAKEFRONT CAPITAL HOLDINGS, INC. LKQ 1ST CHOICE AUTO PARTS, LLC LKQ 250 AUTO, INC. LKQ A&R AUTO PARTS, INC. LKQ ALL MODELS CORP. LKQ APEX AUTO PARTS, INC. LKQ ATLANTA, L.P. LKQ AUTO PARTS OF CENTRAL CALIFORNIA, INC. LKQ AUTO PARTS OF MEMPHIS, INC. LKQ AUTO PARTS OF NORTH TEXAS, INC. LKQ AUTO PARTS OF NORTH TEXAS, L.P. LKQ AUTO PARTS OF UTAH, LLC LKQ BEST AUTOMOTIVE CORP. LKQ BIRMINGHAM, INC. LKQ BROADWAY AUTO PARTS, INC. LKQ FINANCE 1 LLC LKQ FINANCE 2 LLC LKQ XXXXXX AUTO PARTS SALEM, INC. LKQ XXXXXX AUTO PARTS WESTSIDE LLC LKQ GLASS 1, LLC LKQ XXXXXX AUTO PARTS CORP. LKQ GREAT LAKES CORP. LKQ HEAVY TRUCK-TEXAS BEST DIESEL L.P. LKQ HUNTS POINT AUTO PARTS CORP. LKQ LAKENOR AUTO & TRUCK SALVAGE, INC. LKQ MANAGEMENT COMPANY LKQ METRO, INC. LKQ MID-AMERICA AUTO PARTS, INC. LKQ MIDWEST AUTO PARTS CORP. LKQ MINNESOTA, INC. LKQ OF INDIANA, INC. LKQ OF MICHIGAN, INC. LKQ OF NEVADA, INC. LKQ OF TENNESSEE, INC. LKQ ONLINE CORP. LKQ PENN-MAR, INC. LKQ PICK YOUR PART SOUTHEAST, LLC LKQ PLUNKS TRUCK PARTS & EQUIPMENT - XXXXXXX, INC. LKQ RALEIGH AUTO PARTS CORP. LKQ ROUTE 16 USED AUTO PARTS, INC. LKQ SALISBURY, INC. LKQ SAVANNAH, INC. LKQ SELF SERVICE AUTO PARTS-HOLLAND, INC. LKQ SELF SERVICE AUTO PARTS-KALAMAZOO, INC. LKQ SELF SERVICE AUTO PARTS-MEMPHIS, LLC LKQ SELF SERVICE AUTO PARTS TULSA, INC. LKQ SMART PARTS, INC. LKQ SOUTHEAST, INC. LKQ SOUTHWICK LLC LKQ TAIWAN HOLDING COMPANY LKQ TIRE & RECYCLING, INC. LKQ TRADING COMPANY LKQ XXXXXXXX ASAP, INC. LKQ U-PULL-IT AUTO DAMASCUS, INC. LKQ U-PULL-IT TIGARD, INC. LKQ WEST MICHIGAN AUTO PARTS, INC. NORTH AMERICAN ATK CORPORATION PICK-YOUR-PART AUTO WRECKING PIRATE MERGER SUB LLC POTOMAC GERMAN AUTO, INC. PULL-N-SAVE AUTO PARTS, LLC XXXXXXX AUTO CENTER...
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Related to Voluntary Registration

  • Mandatory Registration The Company shall, within forty-five (45) Business Days from the date hereof, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities (beginning with the Purchase Notice Shares) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date. The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

  • Company Registration If the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the Company shall, subject to the provisions of Subsection 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Subsection 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Subsection 2.6.

  • Piggy Back Registration If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).

  • Reduction of Piggyback Registration If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Ordinary Shares that the Company desires to sell, taken together with (i) the Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:

  • SEC Registration The Parties mutually agree to use commercially reasonable efforts to maintain effective registration statements with the Securities and Exchange Commission with respect to the long-term incentive awards to the extent any such registration statement is required by applicable Law.

  • Initial Mandatory Registration The Company shall prepare, and, as soon as practicable but in no event later than the Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3 covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holders) the "Plan of Distribution" and "Selling Stockholders" sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

  • Right of Withdrawal in Demand Registration If any Holder of Registrable Securities (other than the Initiating Holder(s)) disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Fund and the Underwriters’ Representative proposing to distribute their securities through the underwriting, delivered at least twenty (20) days prior to the effective date of the Registration Statement. The securities so withdrawn shall also be withdrawn from the Registration Statement.

  • Piggy-Back Registrations If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if within fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement.

  • Form S-3 Registration In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:

  • S-3 Registration In the event that any of BlackRock, GSO or Magnetar elects to dispose of Common Unit Registrable Securities under a Registration Statement pursuant to an Underwritten Offering and either (i) reasonably expects gross proceeds of at least $100 million from such Underwritten Offering (together with any Common Unit Registrable Securities to be disposed of by a Selling Holder who has elected to participate in such Underwritten Offering pursuant to Section 2.02) or (ii) reasonably expects gross proceeds of at least $50 million from such Underwritten Offering (together with any Common Unit Registrable Securities to be disposed of by a Selling Holder who has elected to participate in such Underwritten Offering pursuant to Section 2.02) and such Common Unit Registrable Securities represent 100% of the then outstanding Common Unit Registrable Securities held by the applicable Selling Holder and Affiliates, the Partnership shall, at the written request of such Selling Holder(s), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter or Underwriters selected by the Partnership (subject to the written consent of the Lead Investor initiating such Underwritten Offering, which consent shall not be unreasonably withheld), which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Common Unit Registrable Securities; provided, however, that the Partnership shall have no obligation to facilitate or participate in, including entering into any underwriting agreement for more than (i) two Underwritten Offering at the request of BlackRock, (ii) two Underwritten Offering at the request of GSO and (iii) two Underwritten Offerings at the request of Magnetar; provided, further, that none of the foregoing Underwritten Offerings in clauses (i) through (iii) above shall occur within 180 days of each other; provided, further, that if the Partnership or its Affiliates are conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), then the Partnership may suspend such Selling Holder’s right to require the Partnership to conduct an Underwritten Offering on such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership may only suspend such Selling Holder’s right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for a period that exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period.

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