Example ContractsClausesUnlimited Piggyback Registration Rights
Unlimited Piggyback Registration Rights
Unlimited Piggyback Registration Rights contract clause examples

Piggyback Registration Rights. If, at any time following the Closing there is not an effective Registration Statement covering all of the Registrable Securities, and the Company shall determine to prepare and file with the Commission a registration statement (other than the Financing Registration Statement) relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver to the Purchaser a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, the Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities that the Purchaser may request to be registered, or such amount as otherwise shall be permitted to be included thereon in accordance with applicable rules, regulations and interpretations of the Commission, so as to permit the resale of such Registrable Securities by the Purchaser under Rule 415 under the Securities Act; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 4.2(b) that are the subject of a then effective Registration Statement.

Piggyback Registration Rights. (a) If the Company approves filing a Form S-1 or Form S-3 registration statement under the Securities Act of 1933, as amended, or any successor form, but excluding any Form S-8 or Form S-4 registration statement ("Registration Statement") for a primary offering of Company Common Stock, $0.01 par value per share, ("Common Stock") from January 25, 2023, through January 25, 2024 ("Rights Period"), then the Company will notify the Grantee of its intent to file the Registration Statement ("Filing Notice") at least twenty (20) days prior to the filing of the Registration Statement with the Securities and Exchange Commission ("SEC"). Grantee shall have piggyback registration rights for all of the shares of Common Stock issued upon conversion of the Shares ("Conversion Shares"), if any, in respect of and for any Registration Statement filed during the Rights Period with the SEC, but the piggyback registration rights are only exercisable if the Grantee notifies the Company in writing of his election to exercise his piggyback registration rights within ten (10) days after receipt of the Filing Notice ("Election Notice"). If there is a timely received Election Notice for any Registration Statement filed during the Rights Period, then the Registration Statement will register all of the Shares for possible resell by the Grantee. (b) All fees and expenses incident to the performance of or compliance with this [Section 3] by the Company shall be borne by the Company, whether or not any Conversion Shares are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, # all federal and state registration and filing fees; # legal and accounting fees and costs; # cost of any filings required to be made with any national securities market or national quotation system on which the Common Stock is listed or quoted for public trading # fees and costs of compliance with any applicable state securities or Blue Sky laws; # Registration Statement printing expenses (including, without limitation, expenses of printing certificates for registered securities); # messenger, telephone and delivery expenses, # cost of any Securities Act of 1933 liability insurance, if the Company so desires that insurance, and # fees and expenses of all other persons or entities retained by the Company in connection with the consummation of the transactions contemplated by this [Section 3].

Piggyback Registration Rights. The Borrower shall include on the next registration statement the Borrower files with SEC (or on the subsequent registration statement if such registration statement is withdrawn) all shares issuable upon conversion of this Note. Failure to do so will result in liquidated damages of 25% of the outstanding principal balance of this Note, but not less than Fifteen Thousand and No/100 United States Dollars ($15,000), being immediately due and payable to the Holder at its election in the form of cash payment or addition to the balance of this Note.

Piggyback Registration Rights. The Company hereby grants to the Buyer the registration rights set forth on Exhibit B hereto.

Registration Rights. [[Organization B:Organization]] shall file a “resale” registration statement with the Commission covering the Conversion Shares, so that such shares of common stock will be registered under the Securities Act. [[Organization B:Organization]] will maintain the effectiveness of the “resale” registration statement from the effective date of the registration statement until all Registrable Securities (as defined in the Registration Rights Agreement, attached hereto as [Exhibit B]) covered by such registration statement have been sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144. [[Organization B:Organization]] will use its reasonable best efforts to have such “resale” registration statement filed within ten (10) calendar days of the Closing and declared effective by the Commission as soon as possible and, in any event, by thirty (30) calendar days of the Filing Date (the “Effectiveness Date”). [[Organization B:Organization]] is obligated to pay to [[Organization A:Organization]] a fee of one (1%) percent per month of the stated value of the Series L Preferred Shares, payable in cash, up to a maximum of six (6%) percent, on the Filing Date and the Effectiveness Date if the registration obligations set forth herein have not been met, and pro- rata for each month, or partial month, in excess of the Filing Date and/or the Effectiveness Date that the registration statement has not been declared effective; provided, however, that [[Organization B:Organization]] shall not be obligated to pay any such liquidated damages if [[Organization B:Organization]] is unable to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the Commission pursuant to its authority with respect to “Rule 415” or other rules, regulations, positions or releases issued or actions taken by the Commission, provided [[Organization B:Organization]] registers at such time the maximum number of shares of Common Stock permissible upon consultation with the staff of the Commission.

Registration Rights. The Company hereby agrees to register for resale under the Securities Act all of the Conversion Shares issuable upon conversion of the Shares issued to the Lender under this Agreement (the “Registrable Securities”), at the same time as the Company registers shares of its Common Stock for the account of other holders of such shares of Common Stock.

Registration Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

Registration Rights. Except as disclosed in the Registration Statement, the Prospectus and the Prospectus Supplement, no holder of securities of the Company has rights to the registration of any securities of the Company because of the filing of the Registration Statement or the issuance of the Securities hereunder that could expose the Company to material liability or any Buyer to any liability or that could impair the Company’s ability to consummate the issuance and sale of the Securities in the manner, and at the times, contemplated hereby, which rights have not been waived by the holder thereof as of the date hereof.

#[[Labrys Fund:Organization]] waives its Piggyback Registration Rights for the Company’s August 5, 2021 Registration Statement on Form S-1 already filed with the Securities and Exchange Commission.

Expenses. The Partnership will pay all reasonable Registration Expenses, as determined in good faith, in connection with a Piggyback Registration or an Underwritten Offering, whether or not any sale is made pursuant to such Piggyback Registration or Underwritten Offering. Each Selling Holder shall pay its pro rata share of all Selling Expenses in connection with any sale of its Registrable Securities hereunder. In addition, except as otherwise provided in Section 2.08, the Partnership shall not be responsible for professional fees (including legal fees) incurred by the BlackRock Purchaser or Holders in connection with the exercise of the BlackRock Purchaser’s or such Holders’ rights hereunder.

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