MANDATORY RIGHTS Sample Clauses

MANDATORY RIGHTS. Upon written request by the Stockholder, the Company shall, subject to the conditions, and in accordance with the procedures, set forth in this Section 1(b) and Sections 1 (c) and 1(d), file a registration statement, including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration") if so requested by the Stockholder, (and use its best efforts to cause such registration statement to become effective) and use its best efforts to qualify Shares owned by the Stockholder for sale under the blue sky or securities laws of such states as may be reasonably requested by the Stockholder. The request for registration pursuant to this Section 1(b) shall specify the number of Shares to be registered. The Stockholder shall have the right to select the underwriters and managers to administer the offering, subject to approval of the Company, which approval may not be unreasonably withheld. The Company shall enter into (together with the Stockholder) an underwriting agreement with the underwriter or underwriters, provided that such underwriting agreement is in a customary form and is reasonably acceptable to the Company and the Stockholder. The Company shall be permitted to delay the filing of any registration statement requested pursuant to this Section 1(b) or to delay its effectiveness for a reasonable period of time (in no event to exceed 45 days) if, in the good faith and reasonable judgment of the Board of Directors of the Company, such registration would have a material adverse effect on pending financing transactions, corporate reorganizations or other material events involving the Company, or if the Company, in the good faith judgment of its Board of Directors, reasonably believes that the filing thereof at the time requested would require disclosure of material confidential information which would materially and adversely affect the business or prospects of the Company. Notwithstanding anything herein to the contrary, the Company shall not exercise its right to delay the effectiveness of a registration statement more than twice in any twelve (12) month period. Once the cause of such delay is eliminated, the Company shall promptly notify the Stockholder, and as soon as the Stockholder notifies the Company to proceed, the Company shall file a registration statement and use its best efforts to cause such sale to be registered under the Securities Act and qualified under the securities laws of such s...
Sample 1Sample 2See All (5)
AutoNDA by SimpleDocs
MANDATORY RIGHTS. Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. To the extent RIM cannot lawfully exclude any applicable implied or imposed statutory rights relating to the Battery, nothing in this Limited Warranty affects such rights. If you are a consumer, this Limited Warranty applies in addition to the rights and remedies available to you under the Australian Consumer Law.
Sample 1
MANDATORY RIGHTS. Upon written request of a Laidxxx Xxxty made at any time after six months following the date of this Registration Agreement, Allied shall, under the terms and subject to the conditions set forth in this Section 2.2 and Sections 2.4 and 2.5, (i) file (and use its reasonable efforts to cause to become effective) a U.S. registration statement covering, and use its reasonable efforts to qualify for sale under the blue sky or securities laws of the various U.S. states as may be requested by such Laidxxx Xxxty (except any such state in which, in the opinion of the managing underwriter of the offering, the failure to so qualify would not materially and adversely affect the proposed offering), and (ii) use its reasonable efforts to effect the qualification for distribution under the Canadian Securities Acts, in accordance with the intended method or methods of disposition set forth in that notice, of such number of Registrable Securities, but not less than five million If the distribution proposed to be effected pursuant to this Section 2.2 involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of such underwritten offering indicates in writing its reasonable belief that including all or part of the Registrable Securities in the coverage of such registration statement or in the distribution to be effected by such prospectus will materially and adversely affect the sale of the securities proposed to be sold, then the number of securities proposed to be sold shall be reduced to the maximum number of securities specified by the managing underwriter. In such a case, priority shall be afforded to Registrable Securities and the securities that are not Registrable Securities shall be completely eliminated before the number of Registrable Securities is reduced. Allied may delay the filing of any registration statement, or any preliminary prospectus or (final) prospectus required to effect a qualification for distribution, requested under this Section 2.2, or delay its effectiveness, for a reasonable period (but not longer than 120 days) if, in the sole judgment of Allied's Board of Directors, (i) a delay is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving Allied, or (ii) filing at the time requested would materially and adversely affect the business or prospects of Allied in view of disclosures that may be thereby requir...
Sample 1
MANDATORY RIGHTS. The first sentence of the fifth paragraph of Section 1(b) is hereby amended in its entirety to read as follows: "The Stockholder shall be entitled to request four registrations pursuant to this Section 1(b)."
Sample 1
MANDATORY RIGHTS. On not more than one occasion during the period commencing at least one hundred and eighty (180) days after the Company has undertaken an initial public offering of its capital stock and such stock becomes listed on a National Stock Exchange (the "Commencement Date") and ending on that date when all Shares held by the Stockholders are eligible for resale pursuant to Rule 144 (the "Ending Date") (the period between the Commencement Date and Ending Date, the "Stockholder Demand Period"), any Stockholder, or a group of Stockholders, who hold individually or in the aggregate not less than 50,000 Shares, shall have the right (but only one right), upon written request, to cause the Company to prepare and file, promptly after receipt of such request and in any case within 90 days thereof, and thereafter use its best efforts to cause to become effective, a registration statement under and complying in all material respects with the Securities Act covering such number of Shares constituting common stock of the Company as shall be specified in the request of such Stockholder(s) for the sole purpose of distributing such stock to the equity holders of such Stockholder(s), which request shall not be less than 25,000 Shares, as may be adjusted by a stock recapitalization (the "Stockholder Registration Statement"). For purposes hereof, National Stock Exchange shall mean the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market System. Notwithstanding the foregoing:
Sample 1
MANDATORY RIGHTS. Upon written request of Shareholders holding from time to time in the aggregate more than fifty percent (50%) of the total number of Shares ("Majority Shareholders"), the Company shall, subject to the conditions, and in accordance with the procedures, set forth in this Section 1(b) and Sections 1 (c) and 1(d), file a registration statement (and use its best efforts to cause such registration statement to become effective) and use its best efforts to qualify Shares owned by the Majority Shareholders for sale under the securities laws of such states as may be reasonably requested by the Majority Shareholders. The request for registration pursuant to this Section 1(b) shall specify the number of Shares to be registered. The Company shall have the right to select the underwriters and managers to administer the offering. The Company shall enter into (together with the Majority Shareholders) an underwriting agreement with the underwriter or underwriters, provided that such underwriting agreement is in a customary form and is reasonably acceptable to the Company and the Majority Shareholders. The Company shall be permitted to delay the filing of any registration statement requested pursuant to this Section 1(b) or to delay its effectiveness for a reasonable period of time (in no event to exceed 120 days) if, in the good faith and reasonable judgment of the Board of Directors of the Company, such registration would have a material adverse effect on pending financing transactions, corporate reorganizations or other material events involving the Company, or if the Company, in the good faith judgment of its Board of Directors, reasonably believes that the filing thereof at the time requested would require disclosure of material confidential information which would materially and adversely affect the business or prospects of the Company.
Sample 1
MANDATORY RIGHTS. Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. To the extent RIM cannot lawfully exclude any applicable implied or imposed statutory rights relating to the BlackBerry Hardware, nothing in this Limited Warranty affects such rights. If you are a consumer, this Limited Warranty applies in addition to the rights and remedies available to you under the Australian Consumer Law. Warranty and Exclusions. BlackBerry Hardware will be free from defects in workmanship and materials for a period that is the shorter of: (i) one (1) year from the date that the new BlackBerry handheld was first purchased by You; and (ii) the period ending upon Your breach of the BlackBerry Solution License Agreement (the “License Agreement”) entered into between You and RIM in connection with the BlackBerry Solution (the “Warranty Period”). This Limited Warranty is not transferable. During the Warranty Period, the BlackBerry Hardware, or one or more of the BlackBerry Hardware components, will be repaired or replaced at RIM’s option, without charge to You for either parts or labor, except if there is an Exclusion (as defined below). If the BlackBerry Hardware (or component thereof) is repaired or replaced during the Warranty Period, the Warranty Period will expire, upon the later of the 91st day after repair or replacement or one year from the date of original purchase. Based on an agreement between RIM and the reseller or distributor through whom You purchased the BlackBerry Solution (the “RIM Solution Provider”), this Limited Warranty for the Warranty Period shall be honored by either RIM or the RIM Solution Provider. This Limited Warranty does not apply to (each an “Exclusion”):
Sample 1
AutoNDA by SimpleDocs

Related to MANDATORY RIGHTS

  • Proprietary Rights Notices Licensee shall not remove any copyright notices, trademark notices or other proprietary legends of Oracle or its suppliers contained on or in the TCK, and shall incorporate such notices in all copies of any TCK. Licensee shall comply with all reasonable requests by Oracle to include additional copyright or other proprietary rights notices of Oracle or third parties from time to time.

  • Subsidiary Rights The Company or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the Company or such Subsidiary.

  • Proprietary Rights The term “Proprietary Rights” shall mean all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world.

  • Ancillary Rights 3.1 The Landlord grants the Tenant the following rights (the Rights):

  • Statutory Rights of Appraisal (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly exercised their statutory rights of appraisal in respect of such shares of Company Common Stock in accordance with Section 262 of the DGCL (the “Dissenting Company Shares”) will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.7. Such Company Stockholders will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price, without interest thereon, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such shares of Company Common Stock in the manner provided in Section 2.9.

  • Waiver of Statutory Rights To the extent permitted by law, Mortgagor hereby agrees that it shall not and will not apply for or avail itself of any appraisement, valuation, stay, extension or exemption laws, or any so-called “Moratorium Laws,” now existing or hereafter enacted, in order to prevent or hinder the enforcement or foreclosure of this Mortgage, but hereby waives the benefit of such laws. Mortgagor for itself and all who may claim through or under it waives any and all right to have the property and estates comprising the Property marshalled upon any foreclosure of the lien hereof and agrees that any court having jurisdiction to foreclose such lien may order the Property sold as an entirety. Mortgagor hereby waives any and all rights of redemption from sale under any judgment of foreclosure of this Mortgage on behalf of Mortgagor and on behalf of each and every person acquiring any interest in or title to the Property of any nature whatsoever, subsequent to the date of this Mortgage. The foregoing waiver of right of redemption is made pursuant to the provisions of applicable law.

  • Property Rights The Employee agrees that all literary work, copyrightable material or other proprietary information or materials developed by the Employee during the term of this Agreement and relating to, or capable of being used or adopted for use in, the business of the Company shall inure to and be the property of the Company and must be promptly disclosed to the Company. Both during employment by the Company and thereafter, the Employee shall, at the expense of the Company, execute such documents and do such things as the Company reasonably may request to enable the Company or their nominee (i) to apply for copyright or equivalent protection in the United States, Canada and elsewhere for any literary work hereinabove referred in this Paragraph, or (ii) to be vested with any such copyright protection in the United States, Canada and elsewhere.

  • Transfer of Intellectual Property Rights Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.

  • Protection of Proprietary Rights 4.1 Right to Use Licensed Products Licensee acknowledges that no right, title, or interest, other than the right to use the Licensed Products, is transferred or granted by this Agreement. Licensee is prohibited from selling, renting, leasing, making available to third parties, and sublicensing the Licensed Products.

  • Equity Rights The Seller acknowledges and agrees that this Confirmation is not intended to convey to it rights with respect to the Transaction that are senior to the claims of holders of Common Stock in the event of the Purchaser’s bankruptcy.

Time is Money Join Law Insider Premium to draft better contracts faster.