Demand Registration Right. Beginning after June 1, 1999, the Holder shall have one right to demand, by providing written notice to the Company (the "Demand Registration Right"), that the Company file a registration statement on Form S-3 to register Warrant Shares for resale by the Holder in an offering that is not underwritten (the "Registration Statement"). The Company agrees to use its best efforts (i) to file the Registration Statement with the Securities and Exchange Commission ("SEC") within one hundred eighty (180) days of receipt of the Holder's notice of its exercise of the Demand Registration Right, (ii) to obtain the effectiveness of the Registration Statement and (iii) to keep such Registration Statement effective for a period of sixty (60) days after its effectiveness. The Holder agrees that it will cease making offers and sales under the Registration Statement upon the giving of any notice (the "Notice") by the Company that the Registration Statement must be amended or supplemented. If the Company shall give any such notice, the Company will agree to keep the Registration Statement effective after it is amended or supplemented for such period of time equal to the sum of (i) the number of days beginning with the date of the Notice to the date the Holder has received an effective amended prospectus or a supplemented prospectus plus (y) sixty (60) less the number of days the Registration Statement was useable by the Holder prior to the Notice. If the Registration Statement is not filed with the SEC by the one hundred eightieth (180th) day after the Company's receipt of the Holder's notice of its exercise of the Demand Registration Right, the Holder shall have the right to a Cashless Exercise (as defined in Exhibit A attached hereto) of the Warrant Shares provided that the then current Market Price (as defined in Exhibit A attached hereto) exceeds the then current Exercise Price.
Demand Registration Right. If the Company receives at any time after the date that is twelve (12) months from the Initial Closing Date, a written request (a "DEMAND REQUEST") from the holders of a majority of the outstanding Registrable Securities issued and outstanding at the time of such Demand Request (the "MAJORITY HOLDERS") who hold not less than 275,000 Registrable Securities at the time of such Demand Request, that the Company register any such Registrable Securities, then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request ("DEMAND REQUEST NOTICE") to all Holders of Registrable Securities. Each Demand Request Notice shall (x) specify the number of Registrable Securities that the Majority Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of such Registrable Securities and, if applicable, (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Majority Holders to be received for such Registrable Securities. Unless the Registration Statement covers an underwritten offering, the Company will agree to take all actions as are necessary to keep any Registration Statement filed pursuant to this Section 2(b) effective until the date on which all Registrable Securities thereunder may be sold without any restriction, under Rule 144 during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144. Each Holder shall respond promptly and accurately to Company's request at reasonable intervals regarding the amount of Registrable Securities and any other securities of the Company then held by such Subscriber or Holder. The Company shall file, no later than forty-five (45) days following receipt of a Demand Request (the "DEMAND FILING DATE"), a Registration Statement (the "DEMAND REGISTRATION STATEMENT") covering such Registrable Securities which the Company has been so requested to register by the Majority Holders and any other holders of Registrable Securities who request, within fifteen (15) days of the mailing of the Demand Request Notice, that the Company register their Registrable Securities, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Securities in accordance with the intended method of distribution specified in such Demand Request, and use its commercially reasonable effo...
Demand Registration Right. If the Company receives at any time after the date that is six (6) months from the Effective Date, a written request (a “Demand Request”) from the Stockholder that the Company register any such Registrable Securities, then the Company shall agree to take all actions as are necessary to keep any Registration Statement filed pursuant to this Section 1.B. effective until the date on which all Registrable Securities thereunder may be sold without any restriction, under Rule 144 during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144. The Company shall file, no later than forty-five (45) days following receipt of a Demand Request (the “Demand Filing Date”), a Registration Statement (the “Demand Registration Statement”) covering such Registrable Securities which the Company has been so requested to register by the Stockholder, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request, and use its commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC within one hundred fifty (150) days after the Demand Filing Date. If a registration pursuant to this Section 1.B. involves an underwritten public offering, the Stockholder registration may elect, in writing prior to the effective date of the Registration Statement filed in connection with such registration, not to register such securities in connection with such registration. The Company may delay making a filing of a Demand Registration Statement in connection with a Demand Request or taking action in connection therewith by not more than ninety (90) days if the Company provides a written certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company to the Stockholders, prior to the time it would otherwise have been required to file such Demand Registration Statement or take such action pursuant to this Section 1.B., stating that the Board has determined in good faith that the filing of such Demand Registration Statement would be seriously detrimental to the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction (collectively, a “Valid Business Reason”) and that it is therefore essential to defer the fi...
Demand Registration Right. FBI shall, subject to the conditions of Section 10(c) of this Agreement, if requested by any Holder, including DCB and any permitted transferee ("Selling Shareholder"), promptly prepare and file a registration statement under the Securities Act, if such registration is necessary in order to permit the sale or other disposition of any or all shares of FBI Common Stock or other securities that have been acquired by or are issuable to the Selling Shareholder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by the Selling Shareholder in such request, including without limitation a "shelf" registration statement under Rule 415, promulgated under the Securities Act, or any successor provision, and FBI shall use its reasonable best efforts to qualify such shares or other securities for sale under any applicable state securities laws.
Demand Registration Right. The Managing Underwriters have one demand registration right with respect to the Registrable Securities under this Section 2. Either Managing Underwriter may exercise this demand right during the period beginning on the first anniversary of the date hereof and ending on the fifth anniversary of the date hereof or the expiration of the Managing Underwriters' Warrant, if later. Such demand right must be exercised in writing and must satisfy the notice requirements to the Company as set forth in Section 10(d) herein. A Managing Underwriter need not be a Holder to exercise this demand right. This demand right shall continue to exist until it expires pursuant to this Section 2(a), or a Shelf Registration Statement demanded under this Section 2(a) becomes effective.
Demand Registration Right. (a)Upon the written request of Holders of at least 25% of the Registrable Securities that the Company effect the registration with the SEC under and in accordance with the provisions of the Securities Act of all or part of such Holder's or Holders' Registrable Securities and specifying the aggregate number of shares of Registrable Securities requested to be registered and the name or names of the proposed managing underwriter or underwriters (or in the case of a Designated Shelf Registration, the intended method of distribution and the name or names of any managing underwriters or agents), the Company will use all commercially reasonable efforts to file a Registration Statement covering such Holder's or Holders' Registrable Securities requested to be registered within 20 Business Days after receipt of such request for disposition pursuant to an underwritten offering (or, in the case of a Designated Shelf Registration, the intended method of distribution) (the terms of such underwritten offering or other distribution to be determined by the Holders of a majority of the Registrable Securities so requested to be registered); PROVIDED, HOWEVER, that the Company shall not be required to take any action pursuant to this Section 4:
Demand Registration Right. Issuer shall, subject to the conditions of Section 10(c) of this Agreement, if requested by any Holder, including Grantee and any permitted transferee ("Selling Shareholder"), promptly prepare and file a registration statement under applicable laws and regulations, if such registration is necessary in order to permit the sale or other disposition of any or all shares of Issuer Common Stock or other securities that have been acquired by or are issuable to the Selling Shareholder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by the Selling Shareholder in such request, including without limitation a "shelf" registration statement under applicable laws and regulations, and Issuer shall use its best efforts to qualify such shares or other securities for sale under any applicable state securities laws.
Demand Registration Right. Subject to the terms of this Agreement, if the Company qualifies for registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States of America), the Holders holding fifty percent (50%) or more of the outstanding Registrable Securities held by all Holders (voting together as a single class on an as-converted basis) may request in writing that the Company to file, in any jurisdiction in which the Company has had an IPO, 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 of America), including without limitation any registration statement filed under the Securities Act providing for the registration of, and the sale on a continuous or a delayed basis by the 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; or in the event that Form S-3 or Form F-3 (or any comparable form for Registration in a jurisdiction other than the United States of America) as applicable is or becomes unavailable to register the resale of the Registrable Securities at any time prior to the expiration of all Holders’ registration rights pursuant to this Agreement, the Holders holding fifty percent (50%) or more of the outstanding Registrable Securities held by all Holders (voting together as a single class on an as-converted basis) may request in writing that the Company to file, in any jurisdiction in which the Company has had an IPO, a Registration Statement on Form F-1 or Form S-1 (or any comparable form for Registration in a jurisdiction other than the United States of America). Upon receipt of such a request, the Company shall (i) promptly give written notice of the proposed Registration to all other Holders and (ii) as soon as practicable, use its best efforts to 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 jurisdiction. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2 that have been declared and ordered effective.
Demand Registration Right. Beginning after January 1, ------------------------- 2002, PharmaBio shall have the right to demand, by providing written notice to Scios (the "Demand Registration Right"), that Scios file a registration statement on Form S-3 to register Warrant Shares for resale by PharmaBio in an offering that is not underwritten (the "Registration Statement") provided, however, that Scios shall not be obligated to effect such a registration more than once in any rolling twelve-month period or after two such registrations have been effected. Scios agrees to use its best efforts (i) to file the Registration Statement with the Securities and Exchange Commission ("SEC") within 30 days of receipt of PharmaBio's notice of its exercise of the Demand Registration Right and (ii) to obtain the effectiveness of the Registration Statement within 90 days of receipt of such notice, and to keep such Registration Statement continuously effective under the Securities Act until such time as the earlier to occur of 180 days, or until the holder's have completed the distribution described in such Registration Statement. PharmaBio agrees that it will cease making offers and sales under the Registration Statement upon the giving of any notice (the "Notice") by Scios that the Registration Statement must be amended or supplemented.
Demand Registration Right. (i) Following receipt by the Company of a written request ("Demand Registration Notice") from the Holders on or after March 1, 1997 to register, in whole or in part, under the Act, the Shares to be issued to the Holders upon the exercise of this Warrant, the Company will, as promptly as practicable: (A) prepare and file with the Securities and Exchange Commission ("SEC") a registration statement relating to the offering and sale of all of the Shares by the Holders on a delayed or continuous basis pursuant to Rule 415 under the Act; (B) prepare and file with the appropriate Blue Sky authorities the necessary documents to register or qualify such Shares; (C) use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after the preparation and filing of such registration statement and to keep such registration statement and Blue Sky filings current and effective until such time as an amendment is required to be filed pursuant to the provisions of Section 10(a)(3) of the Act, but in no event longer than one hundred eighty (180) days; and (D) cause the Shares to be listed on each securities exchange or in each securities market on which the Company's stock is listed. The right to demand registration in accordance with this Section 7(a)(i) shall expire upon the expiration of this Warrant. The Company shall also be entitled to include in any registration statement referred to in this Section 7(a), for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by holders of either Common Stock or rights to acquire Common Stock to whom the Company has previously granted any registration rights and shares of Common Stock to be sold by the Company for its own account.
