Excluded Registration Sample Clauses

Excluded Registration. The term “Excluded Registration” means a registration statement relating solely to the sale of securities to participants in a Company employee benefit or stock incentive plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, or a registration in which the only shares of Common Stock being registered are shares of Common Stock issuable upon conversion of debt securities which are also being registered.
Sample 1Sample 2
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Excluded Registration. “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; (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; or (v) a firm commitment underwritten initial public offering of the Company’s common stock.
Sample 1

Related to Excluded Registration

  • Demand Registration 2.1 Registration on Form F-3 or Form S-3. Subject to the terms of this Agreement, at any time after the first (1st) anniversary of the effective date of a Qualified IPO of the Company, Holders holding fifteen percent (15%) or more in voting power of the Registrable Securities may request in writing (a “Registration Request”) that the Company file a Registration Statement on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), so long as the Company is entitled to use such a form, including, without limitation, any registration statement filed under the Securities Act providing for the registration of, and the sale on a continuous or delayed basis by the Initiating Holders of, all of the Registrable Securities pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission, for a public offering of all or part of their Registrable Securities. Upon receipt of such a Registration Request, the Company shall (i) promptly give written notice of the proposed Registration to all other Holders and (ii) as soon as practicable, and in any event within ninety (90) days of the receipt of such request, cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and qualified for sale and distribution in such jurisdictions as the Initiating Holders may reasonably request. The Holders may at any time, and from time to time, require the Company to effect the Registration of Registrable Securities under this Section 2.1 so long as the proposed maximum aggregate offering price for each such Registration exceeds US$500,000; provided, however, that the Holders shall not exercise the right under this Section 2.1 more than twice in any twelve (12) month period (it being the understanding of the Parties that a Registration Request given under this Section 2.1 shall be deemed to have been effected for purposes of the foregoing even if subsequently withdrawn by Holders of Registrable Securities included in such Registration Request).

  • Additional Registrable Securities Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of such Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such additional Registrable Securities to be so covered twice per calendar year for each of the Sponsor and the Target Holders.

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