Second Demand Registration definition

Second Demand Registration has the meaning set forth in Section 5.1(a).
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Second Demand Registration. See Section 3(a) hereof.
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Examples of Second Demand Registration in a sentence

  • The Second Demand Registration is exercisable once and not prior to six months after the effective date of the Registration Statement filed pursuant to the Initial Demand Registration.

  • In connection with the Second Demand Registration, the Holders shall bear all fees and expenses attendant to registering the Registrable Securities including the reasonable expenses of the Company’s legal counsel.

  • In either case, if the Rightsholders intend to distribute such Registrable Shares by means of an underwriting, the Stockholder shall so advise the Company within five business days following the Earnings Release, in the case of the First Demand Registration, and in his request, in the case of the Second Demand Registration.

  • Thus, predictability/locality is itself being exploited as a redundancy mechanism for the non-selected slices.

  • Subsequent to the Second Demand Registration, the holders of Registrable Securities then outstanding shall have the right, by written notice delivered to the Company by or on behalf of the holders of at least fifty-one percent (51%) of the remaining Registrable Securities, to require the Company to register (the "Final Demand Registration") under the Securities Act up to one hundred percent (100%) of such remaining Registrable Securities as were not sold pursuant to the Second Demand Registration.

  • In the event of a Second Demand Registration or an Alternative Demand Registration, FHC agrees to sell only that number of Registrable Shares in any three month period that would be permitted pursuant to the volume restrictions of Rule 144 promulgated under the Act; PROVIDED, HOWEVER, that FHC may aggregate from one three month period to another that number of Registrable Shares that it could have sold, but did not sell, in any prior three month period.

  • The Second Demand Registration is exercisable once and not (i) prior to six months after the effective date of the Registration Statement filed pursuant to the Initial Demand Registration or (ii) after the Termination Date.

  • At any time and from time to time on or after the Second Release Date, a majority-in-interest of the Demanding Holders may make a written demand for registration under the Securities Act of all or part of the Registrable Securities (the "Second Demand Registration" and together with the First Demand Registration, a "Demand Registration").

  • Subsequent to the Initial Demand Registration, the holders of Registrable Securities then outstanding shall have the right, by written notice delivered to the Company by or on behalf of the holders of at least fifty-one percent (51%) of the remaining Registrable Securities, to require the Company to register (the "Second Demand Registration") under the Securities Act up to one hundred percent (100%) of such remaining Registrable Securities as were not sold pursuant to the Initial Demand Registration.

  • The Final Demand Registration is exercisable once and not prior to six months after the effective date of the Registration Statement filed pursuant to the Second Demand Registration.

Related to Second Demand Registration

  • Demand Registration shall have the meaning given in subsection 2.1.1.

  • Demand Registration Statement has the meaning set forth in Section 2.01(a).

  • Demand Registrations has the meaning set forth in Section 2(a).

  • Demand Registration Request shall have the meaning set forth in Section 3.1.1(a).

  • Piggy-Back Registration is defined in Section 2.2.1.

  • Piggyback Registration Statement has the meaning set forth in Section 3(a).

  • Short-Form Registration has the meaning set forth in Section 2.01(a).

  • S-3 Registration has the meaning set forth in Section 4 hereof.

  • Short-Form Registrations has the meaning set forth in Section 2(a).

  • Piggyback Registration shall have the meaning given in subsection 2.2.1.

  • Demand Request shall have the meaning set forth in Section 2.1.

  • Long-Form Registration has the meaning set forth in Section 2(a).

  • IPO Registration Statement means the Registration Statement on Form S-1 (File No. 333-196099), as amended, filed by the Partnership with the Commission under the Securities Act to register the offering and sale of the Common Units in the Partnership’s initial public offering of such Common Units to the public.

  • Underwritten Takedown means an underwritten public offering of Registrable Securities pursuant to the Resale Shelf Registration Statement, as amended or supplemented.

  • Excluded Registration means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.

  • Registration decal means an adhesive sticker produced by the department and issued by the

  • Underwritten Offering Notice has the meaning set forth in Section 2(b).

  • Additional Registration Statement means a registration statement or registration statements of the Company filed under the 1933 Act covering any Additional Registrable Securities.

  • Registration Notice has the meaning specified in Section 2.1(a).

  • Shelf Takedown means an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.

  • 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.

  • Long-Form Registrations has the meaning set forth in Section 2(a).

  • Underwritten Demand shall have the meaning given in subsection 2.1.3 of this Agreement.

  • Piggyback Registrations has the meaning set forth in Section 3(a).

  • Special Registration Statement means (i) a registration statement relating to any employee benefit plan or (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, any registration statements related to the issuance or resale of securities issued in such a transaction or (iii) a registration related to stock issued upon conversion of debt securities.

  • New Registration Statement has the meaning set forth in Section 2(a).