Optional Registration definition

Optional Registration. As defined in Section 3(c). --------------------- Optional Shares: Shares of the Series A Common Stock acquired by --------------- Stockholder pursuant to the Transaction Agreement and any other shares of capital stock of the Company issued (or issuable upon the conversion or exercise of any option, warrant, right or other security which is issued) in respect or in replacement of such shares as a result of stock splits, stock dividends, reclassifications, recapitalizations, mergers, consolidations or similar events which in each case are no longer Registrables Shares solely as a result of the Holder's ability to publicly resell such shares without registration under the Securities Act (and without limitations as to volume or manner of sale, or both).
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Examples of Optional Registration in a sentence

  • The Holder Representative shall not deliver an Optional Registration Notice during any period specified in Section 3(a)(ii) during which it would not be entitled to deliver a Demand Notice.

  • The Holder Representative shall request an Optional Registration by furnishing the Company with written notice (the "Optional Registration Notice") thereof which sets forth (i) the ---------------------------- identity of each Holder joining in making such Demand Notice and the number of Registrable Shares owned by such Holder, (ii) the number of Optional Shares requested to be registered and (iii) the proposed method of distribution of such Optional Shares.

  • The Company may withdraw an Optional Registration initiated by the Company at any time before it becomes effective, provided that the Company gives prompt notice to the Holders participating in such registration.

  • The Company shall notify the Holder Representative in writing within 15 days of its receipt of an Optional Registration Notice as to whether the Company will proceed with such registration or decline to register such Optional Shares.

  • In the event the Company elects to proceed with such registration, the Optional Registration and Optional Registration Notice shall be deemed and treated for the purposes of this Agreement as a Demand Registration and Demand Notice, respectively.

  • The Company shall not be required to effect an Optional Registration more than once during the Additional Period.

  • Parent shall promptly provide the Stockholders with revised or supplemented prospectuses and, following receipt of the revised or supplemented prospectuses, the Company Stockholders shall be free to resume making offers and sales under such Stockholder Registration Statement or Optional Registration Statement.

Related to Optional Registration

  • Provisional registration means a building official, plan reviewer, or inspector who is registered subject to his or her completion of the amount of training, education, and experience required by the commission and the appropriate advisory board and described in section 1007(2).

  • Special Registration means the registration of (A) equity securities and/or options or other rights in respect thereof solely registered on Form S-4 or Form S-8 (or successor form) or (B) shares of equity securities and/or options or other rights in respect thereof to be offered to directors, members of management, employees, consultants, customers, lenders or vendors of the Company or Company Subsidiaries or in connection with dividend reinvestment plans.

  • Incidental Registration has the meaning set forth in Section 2.3(a).

  • Original Registration Statement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in or otherwise deemed under the Securities Act to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include, without limitation, the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in or otherwise deemed under the Securities Act to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date. At the time the Registration Statement was or will be originally declared effective and at the time the Company’s most recent annual report on Form 10-K was filed with the Commission, if later, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. During the Agency Period, each time the Company files an annual report on Form 10-K the Company will meet the then-applicable requirements for use of Form S-3 under the Securities Act.

  • S-3 Registration has the meaning set forth in Section 5(a) hereof.