Common use of Form S-3 Clause in Contracts

Form S-3. Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form X-0, Xxxxxxx Pincus shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C):

Appears in 5 contracts

Samples: Registration Rights Agreement (Bridgepoint Education Inc), Registration Rights Agreement (Bridgepoint Education Inc), Registration Rights Agreement (Bridgepoint Education Inc)

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Form S-3. Following the Initial Public Offering, the The Company shall use its reasonable best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form X-0S-3, Xxxxxxx Pincus the Holders shall have the right to request an unlimited number of up to four (4) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided provided, that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C2(c):

Appears in 5 contracts

Samples: Registration Rights Agreement (Dana Holding Corp), Registration Rights Agreement (Dana Corp), Registration Rights Agreement (Dana Holding Corp)

Form S-3. Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form X-0, Xxxxxxx Pincus shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holdersWarburg Pincus), provided provided, that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C2(c):

Appears in 3 contracts

Samples: Registration Rights Agreement (Daramic, LLC), Registration Rights Agreement (Polypore International, Inc.), Registration Rights Agreement (Polypore International, Inc.)

Form S-3. Following the Initial Public Offering, the The Company shall use its best commercially reasonable efforts to qualify maintain its qualification for registration on Form S-3 for secondary sales. After The Initiating Holder shall, at any time on or after the Company has qualified for second anniversary of the use of Form X-0date hereof, Xxxxxxx Pincus shall have the right to collectively request an unlimited number of two (2) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C2(c):

Appears in 3 contracts

Samples: Registration Rights Agreement (Allos Therapeutics Inc), Registration Rights Agreement (Allos Therapeutics Inc), Registration Rights Agreement (Warburg Pincus Private Equity Viii L P)

Form S-3. Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form X-0S-3, Xxxxxxx Pincus the Holders shall have the right to request an unlimited number of three (3) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C2(c):

Appears in 2 contracts

Samples: Registration Rights Agreement (Ev3 Inc.), Registration Rights Agreement (Ev3 Inc.)

Form S-3. Following the Initial Public OfferingClosing, the Company shall use its best all commercially reasonable efforts to qualify for registration Registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form X-0S-3, Xxxxxxx Pincus each Affiliate shall have the right to request an unlimited number of registrations three (3) Registrations on Form S-3 with respect to all or a part of the Registrable Securities held by such Affiliate (all such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holdersthe Affiliate), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration Registration pursuant to this Section 2(C2(c):

Appears in 2 contracts

Samples: Affiliate Registration Rights Agreement (HSW International, Inc.), Affiliate Registration Rights Agreement (HSW International, Inc.)

Form S-3. Following the Initial Public OfferingClosing, the Company shall use its best all commercially reasonable efforts to qualify for registration Registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form X-0S-3, Xxxxxxx Pincus each Investor shall have the right to request an unlimited number of registrations three (3) Registrations on Form S-3 with respect to all or a part of the Registrable Securities held by such Investor (all such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holdersthe Investor), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration Registration pursuant to this Section 2(C2(c):

Appears in 2 contracts

Samples: Registration Rights Agreement (HSW International, Inc.), Registration Rights Agreement (HSW International, Inc.)

Form S-3. Following the Initial Public Offering, the The Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form X-0S-3, Xxxxxxx Pincus the Initiating Holders shall have the right to request an unlimited number of three (3) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C2(c):

Appears in 2 contracts

Samples: Registration Rights Agreement (American Railcar Industries, Inc.), Registration Rights Agreement (American Railcar Industries, Inc./De)

Form S-3. Following the Initial Public Offering, Offering the Company shall -------- use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form X-0S-3, Xxxxxxx Pincus Holders of Registrable Securities shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that subject only to the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C):following:

Appears in 2 contracts

Samples: Stockholders Agreement (Knoll Inc), Stockholders Agreement (Knoll Inc)

Form S-3. Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form X-0S-3, Xxxxxxx Pincus the Investors shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that subject only to the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C):following:

Appears in 2 contracts

Samples: Registration Rights Agreement (Eagle Family Foods Inc), Registration Rights Agreement (Medassets Inc)

Form S-3. Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form X-0S-3, Xxxxxxx Pincus the Investors shall have the right to request an unlimited number of three (3) registrations in the aggregate on Form S-3 in addition to the rights provided for in Section 2(a) of this Agreement (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that subject only to the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C):following:

Appears in 1 contract

Samples: Registration Rights Agreement (Wright Medical Group Inc)

Form S-3. Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form X-0S-3, Xxxxxxx Pincus the Holders shall have the right to request an unlimited number of three (3) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided PROVIDED that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C2(c):

Appears in 1 contract

Samples: Registration Rights Agreement (Medical Staffing Network Holdings Inc)

Form S-3. Following the Initial Qualified Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form X-0S-3, Xxxxxxx Pincus the Holders shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares such securities by such holders), provided that subject only to the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C):following:

Appears in 1 contract

Samples: Registration Rights Agreement (TRUEYOU.COM)

Form S-3. Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration Registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form X-0S-3, Xxxxxxx Pincus each Holder shall have the right to request an unlimited number of registrations Registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holdersHolders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration Registration pursuant to this Section 2(C2(c):

Appears in 1 contract

Samples: Registration Rights Agreement (Spheris Leasing LLC)

Form S-3. Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form X-0S-3, Xxxxxxx Pincus the Holders, shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that subject only to the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C):following:

Appears in 1 contract

Samples: Registration Rights Agreement (Quadramed Corp)

Form S-3. Following the Initial Public Offering, the Company shall use its best all commercially reasonable efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form X-0S-3, Xxxxxxx Pincus the Holders shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided provided, that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(CSECTION 2(c):

Appears in 1 contract

Samples: Registration Rights Agreement (Healthequity Inc)

Form S-3. (i) Following the Initial Public Offering, the Company shall use its reasonable best efforts to qualify for registration Registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form X-0, Xxxxxxx Pincus shall have the right to request an unlimited number of registrations Registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holdersthe Initiating Holder), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration Registration pursuant to this Section 2(C2(c):

Appears in 1 contract

Samples: Registration Rights Agreement (Tornier B.V.)

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Form S-3. Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form X-0, Xxxxxxx Pincus and ABS shall have the right to request an unlimited any number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that subject only to the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C):following:

Appears in 1 contract

Samples: Registration Rights Agreement (Workscape Inc)

Form S-3. Following the Initial Public Offering, the Company -------- shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form X-0S-3, Xxxxxxx Pincus Holders of Registrable Securities shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that subject only to the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C):following:

Appears in 1 contract

Samples: Stockholders Agreement (Knoll Inc)

Form S-3. Following the Initial Public Offering, the Company -------- shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form X-0S-3, Xxxxxxx Pincus the Investors shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that subject only to the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C):following:

Appears in 1 contract

Samples: Registration Rights Agreement (Eagle Family Foods Inc)

Form S-3. Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form X-0S-3, Xxxxxxx Pincus the Holders shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that subject only to the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C):following:

Appears in 1 contract

Samples: Registration Rights Agreement (Webgain Inc)

Form S-3. Following the Initial Public Offering, Offering the Company -------- shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form X-0S-3, Xxxxxxx Pincus Holders of Registrable Securities shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that subject only to the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C):following:

Appears in 1 contract

Samples: Stockholders Agreement (Knoll Inc)

Form S-3. Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form X-0S-3, Xxxxxxx Pincus the Initiating Holders shall have the right to request an unlimited number of three (3) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that subject only to the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C):following:

Appears in 1 contract

Samples: Registration Rights Agreement (Ness Technologies Inc)

Form S-3. Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration Registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form X-0S-3, Xxxxxxx Pincus the Initiating Holder shall have the right to request an unlimited number of registrations Registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holdersInitiating Holder), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration Registration pursuant to this Section 2(C2(c):

Appears in 1 contract

Samples: Registration Rights Agreement (CCS Medical Holdings, Inc.)

Form S-3. Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form X-0S-3, Xxxxxxx Pincus the Holders shall have the right to request an unlimited number of three (3) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that subject only to the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C):following:

Appears in 1 contract

Samples: Registration Rights Agreement (American Medical Systems Holdings Inc)

Form S-3. Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form X-0, Xxxxxxx Pincus shall have the right to request an unlimited number of three (3) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holdersWarburg Pincus), provided provided, that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C2(c):

Appears in 1 contract

Samples: Registration Rights Agreement (Marathon Power Technologies Co)

Form S-3. Following the Initial Public Offering, the The Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form X-0S-3, Xxxxxxx Pincus the Holders shall have the right to request an unlimited number of three (3) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C2(c):

Appears in 1 contract

Samples: Registration Rights Agreement (Xo Communications Inc)

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