Incidental Registrations. At any time after the date of this ------------------------ Agreement, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a registration statement on Form S-4 or S-8 or any successor thereto), then the Company shall give written notice of such proposed filing to each of the Holders of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity to register all or a portion of the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"). The Company shall, and shall use its best efforts (within ten (10) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering on the same terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Managing Underwriter the registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourth, any other se...
Incidental Registrations. If the Company at any time proposes to register any of its equity securities under the Securities Act (other than pursuant to a registration on Form S-4 or S-8 or any successor form), and the registration form to be used may be used for the registration of Registrable Securities, it will give written notice to all holders of Registrable Securities of its intention to do so. Upon the written request of any such holder received by the Company within 30 days after the giving of such notice by the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company will use its best efforts to effect the registration under the Securities Act of all such Registrable Securities in accordance with such intended method or methods of disposition, provided that:
Incidental Registrations. If the Company at any time proposes to register the offer and sale of any of its equity securities under the Securities Act (other than pursuant to (x) an employee equity compensation plan, including an option plan, or (y) an acquisition, strategic or business combination transaction), then the Company will give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company will use its best efforts to effect, in connection with such proposed registration by the Company, the registration under the Securities Act of the offer and sale of such Registrable Securities on a pro rata basis (based on the number of Registrable Securities owned by each holder of Registrable Securities) in accordance with such intended method or methods of disposition, provided that:
Incidental Registrations. (a) If, at any time, the Company proposes to register any of its securities under the Securities Act (including without limitation a registration on request of the Investor Stockholders pursuant to Section 2 above), whether or not for sale for its own account, on a form and in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will each such time give prompt written notice to all holders of Registrable Securities of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration, and upon the written request of any such holder delivered to the Company within thirty (30) days after the giving of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders of Registrable Securities, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, provided that:
Incidental Registrations. If the Company at any time proposes to register any of its equity securities under the Securities Act (including, but not limited to, a shelf registration statement on Form S-3, but other than pursuant to a registration on Form S-4 or S-8 or any successor form) whether or not for sale for its own account, then the Company shall give prompt written notice (but in no event less than 30 days prior to the initial filing with respect thereto) to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis in accordance with such intended method or methods of disposition; provided that:
Incidental Registrations. If the Corporation for itself or for any of its security holders (other than Holders) shall at any time or times after the date hereof determine, (i) to register under the U.S. Securities Legislation any shares of its capital stock or other securities (a “U.S. Incidental Registration”) (other than: (A) the registration of an offer, sale or other disposition of securities solely to employees of, or other Persons providing services to, the Corporation, or any direct or indirect subsidiary of the Corporation pursuant to an employee or similar benefit plan; or (B) relating to a merger, acquisition or other transaction of the type described in Rule 145 under the U.S. Securities Act or a comparable or successor rule, registered on XXX Xxxx X-0 or similar or successor forms), or (ii) to file a prospectus under any Canadian Securities Legislation in order to qualify a distribution of securities in its capital stock or in a form and manner that, with the appropriate changes, would permit some or all of the Registrable Securities to be qualified for distribution to the public under such prospectus (a “Canadian Incidental Qualification”) (other than in connection with the Initial Public Offering or any acquisition, securities exchange offer, corporate reorganization, dividend reinvestment plan or stock option or other employee benefit plan), the Corporation shall notify each Holder of such determination at least 45 days prior to the filing of such registration statement or prospectus, and upon the written request of any Holder given in writing to the Corporation within 20 days after the receipt of such notice, the Corporation shall, subject to Section 2.7, use its best efforts as soon as practicable thereafter to cause any Registrable Securities specified in such Holder’s request to be included in such registration statement or prospectus to the extent such registration or qualification is permissible under the applicable Securities Laws and subject to the conditions of such applicable Securities Laws.
Incidental Registrations. (i) Whenever the Company proposes to file a Registration Statement (other than Registration Statement No. 333-112087 and any successor registration statement thereto or a Registration Statement filed pursuant to Section 1 (a) or 1 (b) or on Form S-4 or Form S-8 or their then equivalents) at any time when any Registrable Securities are not subject to the "Lockup" set forth in Section 5.11(b) of the Purchase Agreement, and from time to time, it will, prior to such filing, give written notice to the Investors of its intention to do so; provided, that no such notice need be given if no Registrable Securities are to be included therein as a result of a determination of the managing underwriter pursuant to Section 1(e)(ii). Upon the written request of an Investor or Investors given within 10 business days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Securities), the Company shall use its reasonable best efforts to cause all Registrable Securities which the Company has been requested to register by such Investor or Investors 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 Investor or Investors; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 1 (e) without obligation to any Investor.
Incidental Registrations. (a) If the Company at any time proposes to register any of its securities under the Securities Act (other than pursuant to Section 7.1 hereof or Paragraph 7(a) of the Series A Agreement), whether of its own accord or at the demand of any holder of such securities pursuant to an agreement with respect to the registration thereof (provided such agreement does not prohibit third parties from including additional securities in such registration), and if the form of registration statement proposed to be used may be used for the registration of Registerable Common Stock, the Company will give notice to all holders of record of Securities not less than 5 days nor more than 30 days prior to the filing of such registration statement of its intention to proceed with the proposed registration (the "Incidental Registration"), and, upon the written request of any such holder made within 5 days after the receipt of any such notice (which request will specify the Registerable Common Stock intended to be disposed of by such holder and state the intended method of disposition thereof), the Company will use its best efforts to cause all Registerable Common Stock as to which registration has been requested to be registered under the Securities Act, provided that if such registration is in connection with an underwritten public offering, such holder's Registerable Common Stock to be included in such registration shall be offered upon the same terms and conditions as apply to any other securities included in such registration. Notwithstanding anything contained in this Section 7.2 to the contrary, the Company shall have no obligation to cause Registerable Common Stock to be registered with respect to any Investor whose Registerable Common Stock shall be eligible for resale under Rule 144(k) of the Securities Act.
Incidental Registrations. (a) If at any time or from time to time (but prior to the expiration of three years from the Effective Date) the Company shall determine to register any of its Common Stock, for its own account or for the account of any of its shareholders (other than the Holders), other than a registration relating solely to employee benefit plans, or a registration relating solely to a Commission Rule 145 transaction or any Rule adopted by the Commission in substitution therefor or in amendment thereto, or a registration on any registration form which does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of Registrable Securities, the Company will:
Incidental Registrations. If the Company at any time proposes to register any of its equity securities under the Securities Act for its own account (other than pursuant to a registration on Form S-4 or S-8 or any successor form) it shall give written notice thereof to each Stockholder. If within 10 days after the receipt of any such notice, any Stockholder requests that the Company include all or any portion of the Registrable Securities owned by such Stockholder in such registration, then, subject to subsection (a) below, the Company will give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 10 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company will use its best efforts to effect the registration under the Securities Act of such Registrable Securities, together with any other securities proposed to be registered by other holders of the Company's securities exercising incidental registration rights with respect thereto, on a pro rata basis (based
