Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year after the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3.
Incidental Registration Rights. If the Company proposes to register any of its Equity Securities under the Securities Act for its own account (other than (i) pursuant to Section 3.1 hereof, (ii) securities to be issued pursuant to a stock option or other employee benefit or similar plan, and (iii) securities proposed to be issued in exchange for securities or assets of, or in connection with a merger or consolidation with, another corporation), the Company shall, as promptly as practicable, give written notice to the Registering Stockholders of the Company's intention to effect such registration. If, within 15 days after receipt of such notice, a Registering Stockholder submits a written request to the Company specifying the amount of Equity Securities that it proposes to sell or otherwise dispose of in accordance with this Section 3.2, the Company shall use its best efforts to include the securities specified in the Registering Stockholder's request in such registration. If the offering pursuant to such registration statement is to be made by or through underwriters, the managing underwriters shall be chosen by the Company and shall be reasonably satisfactory to the Registering Stockholders and the Company, and the Registering Stockholders and such underwriter shall execute an underwriting agreement in customary form. If the managing underwriter reasonably determines in good faith and advises the Registering Stockholders in writing that the inclusion in the registration statement of all the Equity Securities proposed to be included would interfere with the successful marketing of the securities proposed to be registered, then the Company and the Registering Stockholders shall negotiate in good faith to agree upon an equitable adjustment in the number or amount of securities of each to be included in such underwriting (provided that in the event that the Company and the Registering Stockholders are unable to agree upon an equitable adjustment in the number or amount of securities of each to be included in such underwriting, then the number of securities which the Company and the Registering Stockholders propose to register shall be reduced pro rata (based upon the respective market values of each party's respective share of the total number of securities proposed to be registered). No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1. If the Registering Stockholders are permitted to participa...
Incidental Registration Rights. (a) If the Company at any time proposes for any reason to register any of its securities under the Act (other than in connection with its Initial Public Offering or pursuant to a registration statement on Forms X-0, X-0 or similar or successor or another form which is not available for registering Registrable Securities for sale to the public), it shall each such time promptly give written notice to all Holders of Registrable Securities of its intention so to do, and, upon the written request, given within 10 days after receipt of any such notice, of such Holder to register any Registrable Securities, which request shall specify the number of Registrable Securities intended to be sold or disposed of by such Holders and shall state the intended method of disposition of such Registrable Securities by such Holders, the Company shall use its best efforts to cause all such Registrable Securities to be registered under the Act as required to permit the sale or other disposition (in accordance with the intended methods thereof, as aforesaid) by such Holders. Notwithstanding the foregoing, the Company shall have the right to withdraw such registration statement, if so required by prudent business judgment, provided it shall reimburse the persons who indicated their intention to include Registrable Securities therein for the out-of-pocket expenses reasonably incurred by such persons in connection therewith. "Registrable Securities", for purposes of this Section 6(c), means (i) the Shares and (ii) any shares of Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, any of such Shares.
Incidental Registration Rights. If the Company proposes to make an ------------------------------ Offering of its Common Stock and to prepare Offering Documents not required pursuant to Paragraph 4 (other than any registration by the Company on Form S-8 or a successor or substantially similar form of (A) an employee stock option, stock purchase or compensation plan or securities issued or to be issued pursuant to any such plan, or (B) a dividend investment plan), the Company will give prompt written notice to Imperial of its intention to do so and of Imperial's rights under this Paragraph 3. Upon the written request of Imperial made within thirty (30) days after the receipt of any such notice (which request shall specify the number of Imperial Shares intended to be disposed of by Imperial), the Company will include in the Offering Documents relating to such Offering all Imperial Shares that the Company has been requested to include by Imperial; provided, that if at any time after giving written notice under this Paragraph 3 the Company shall determine for any reason not to proceed with the proposed Offering, the Company may, at its election, give written notice of such determination to Imperial and thereupon shall be relieved of its obligations to Imperial with respect to such proposed Offering under this Paragraph 3. Imperial shall be entitled to withdraw its request for the inclusion of Imperial Shares in an Offering and withdraw from the Offering at any time before the time that the Offering Documents, including any Registration Statement (if applicable), are declared effective and the Offering has commenced.
Incidental Registration Rights. (a) At any time after the first anniversary of the Closing Date and until the fifth anniversary of the Closing Date, whenever the Company proposes to file a Registration Statement at any time and from time to time relating to an offering in which the Company proposes to sell shares of Common Stock for its own account, it will, prior to such filing, give at least 20 days' written notice to all Rightsholders of its intention to do so (subject to the limitations set forth in paragraph (c) below) and, upon the written request of a Rightsholder or Rightsholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its best efforts to cause all Registrable Shares which the Company has been requested by such Rightsholder or Rightsholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Rightsholder or Rightsholders; provided, that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 3 without obligation to any Rightsholder.
Incidental Registration Rights. Whenever the Company proposes to file a registration statement with the Securities and Exchange Commission (other than on Forms S-8 or S-4) at any time and from time to time, it will, prior to such filing, give written notice to Holder of its intention to do so and, upon the written request of Holder given within 15 days after the Company provides such notice (which request shall state the intended disposition of such warrant shares), the Company shall use its best efforts to cause all Warrant Shares which the Company has been requested by such Holder to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with their intended methods of distribution specified in the request of such Holder; provided the Company shall have the right to postpone any registration effected pursuant to this Section without obligation to any Holder. If, in the opinion of the managing underwriter, the registration of all or part of the Warrant Shares which the Holder has requested to be included would materially and adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Warrant Shares, if any, which the managing underwriter believes may be sold without causing such adverse effect.
Incidental Registration Rights. If the Company proposes to register any of its stock or other securities under the Securities Act of 1933 in connection with the public offering of such securities (other than (i) a registration relating solely to employee benefit plans, (ii) a registration relating solely to an SEC Rule 145 transaction, or (iii) a registration effected pursuant to a form of registration statement that is not available for registration of the Warrant Shares for sale to the public), the Company shall provide Holder with written notice of such determination. Upon the written request of Holder given within twenty (20) days after receipt of any such notice from the Company, the Company, at its sole cost and expense, shall cause to be registered under the Act all of the Warrant Shares that Holder has requested be registered.
Incidental Registration Rights. If DCBF at any time proposes to register any equity securities under the Securities Act of 1933, as amended (the “Securities Act”), it will give written notice of such intention to the Standby Purchaser. Upon the written request of the Standby Purchaser given within 15 days after receipt of such notice, DCBF shall use its best efforts to cause the Purchased Shares to be included in such registration; provided, however, that DCBF may elect not to file a registration statement or to withdraw any registration statement at any time prior to the effective date thereof.
Incidental Registration Rights. (a) If the Company, at any time prior to the Expiration Date, proposes to register any Common Stock under the Securities Act (other than pursuant to Section 2 of this Agreement or pursuant to a registration statement on a form exclusively for the sale or distribution of securities by the Company to employees of the Company or its subsidiaries or for use exclusively in connection with a business combination) whether or not for sale for its own account, and the registration form to be used may be used for the registration of Registrable Shares, it will give prompt written notice to all Holders of the Company's intention to effect such a registration and include in such registration all Registrable Shares with respect to which the Company has received written notice for inclusion therein within 20 days after the date of the Company's notice; provided that:
Incidental Registration Rights. (a) If at any time after the date hereof A-Fem proposes to register any of its securities under the 1933 Act (except for registration of shares solely in connection with an employee benefit plan or a merger or consolidation) in any public offering, whether or not for sale for its own account, it will at such time give prompt written notice to Holder of its intention to do so and of Holder's rights under this Section 2.
