Common use of Effective Period of Demand Registrations Clause in Contracts

Effective Period of Demand Registrations. The Company shall use reasonable best efforts to keep any Demand Registration Statement effective for sale on a continuous basis under Rule 415, including by filing such post-effective amendments and supplements as are required by the Securities Act, until the date on which all the Registrable Shares subject to such Demand Registration Statement have been sold. If Rule 415 is unavailable to the Company, the Company shall use reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 120 days from such date, or such shorter period, when all of the Registrable Shares covered by such Demand Registration have been sold by the Investor. If the Company shall withdraw any Demand Registration pursuant to Section 5 before such 120 days end and before all of the Registrable Shares covered by such Demand Registration have been sold pursuant thereto, the Investor shall be entitled to a replacement Demand Registration which shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not primarily attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares, or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not primarily attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Appears in 2 contracts

Samples: Backstop Agreement (Williams Industrial Services Group Inc.), Backstop Agreement (Williams Industrial Services Group Inc.)

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Effective Period of Demand Registrations. The Upon the date of effectiveness of any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such date, the Company shall use commercially reasonable best efforts to keep any such Demand Registration Statement effective for sale on a continuous basis under Rule 415, including by filing or if such post-effective amendments and supplements as are required by the Securities Act, until the date on which all the Registrable Shares subject to such Demand Registration Statement have been sold. If Rule 415 rule is unavailable to the Company, the Company shall use reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 120 one hundred eighty (180) days from such date, date (or such longer period as in the opinion of counsel for the underwriters a Prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer) or such shorter period, period which shall terminate when all of the Registrable Shares Securities covered by such Demand Registration have been sold by the InvestorInitiating Holder. If the Company shall withdraw any Demand Registration pursuant to Section 5 before the end of such 120 days end and before all of the Registrable Shares covered by such Demand Registration have been sold pursuant theretoperiod, the Investor Initiating Holder shall be entitled to a replacement Demand Registration which shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b2(c) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares Securities thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not primarily attributable to the Investor Initiating Holder or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares, Securities or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not primarily attributable to the Investor Initiating Holder or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than seventy five percent (75% %) of the Registrable Shares Securities covered by the Registration Statement are sold by the Investor Initiating Holder pursuant to such Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Blue Apron Holdings, Inc.)

Effective Period of Demand Registrations. The Company shall use reasonable best efforts to keep Upon the date of effectiveness of any Demand Registration Statement effective for sale an underwritten offering and if such offering is priced promptly on a continuous basis under Rule 415, including by filing or after such post-effective amendments and supplements as are required by the Securities Act, until the date on which all the Registrable Shares subject to such Demand Registration Statement have been sold. If Rule 415 is unavailable to the Companydate, the Company shall use reasonable best efforts to keep such Demand Registration Statement effective for sale on a continuous basis under Rule 415, or if such rule is unavailable to the Company, for a period equal to 120 60 days from such date, date or such shorter period, period which shall terminate when all of the Registrable Shares covered by such Demand Registration have been sold by the Investor. If the Company shall withdraw any Demand Registration pursuant to Section 5 before such 120 60 days end and before all of the Registrable Shares covered by such Demand Registration have been sold pursuant thereto, the Investor Investors shall be entitled to a replacement Demand Registration which shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not primarily attributable to the Investor Investors or its their Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares, Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not primarily attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Acorn Energy, Inc.)

Effective Period of Demand Registrations. The Company shall use reasonable best efforts to keep Upon the date of effectiveness of any Demand Registration Statement effective for sale an underwritten offering and if such offering is priced promptly on a continuous basis under Rule 415, including by filing or after such post-effective amendments and supplements as are required by the Securities Act, until the date on which all the Registrable Shares subject to such Demand Registration Statement have been sold. If Rule 415 is unavailable to the Companydate, the Company shall use reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 120 60 days from such date, date or such shorter period, period which shall terminate when all of the Registrable Shares covered by such Demand Registration have been sold by the InvestorInvestors pursuant to such Demand Registration. If the Company shall withdraw any Demand Registration pursuant to Section 5 before such 120 60 days end and before all of the Registrable Shares covered by such Demand Registration have been sold pursuant thereto, the Investor O shall be entitled to a replacement Demand Registration which shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not primarily attributable to the Investor O or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares, Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not primarily attributable to the Investor O or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% all of the Registrable Shares covered by the Registration Statement are sold by the Investor Investors pursuant to such Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (X Rite Inc)

Effective Period of Demand Registrations. The Company shall use reasonable best efforts to keep Upon the date of effectiveness of any Demand Registration Statement effective for sale an underwritten offering and if such offering is priced promptly on a continuous basis under Rule 415, including by filing or after such post-effective amendments and supplements as are required by the Securities Act, until the date on which all the Registrable Shares subject to such Demand Registration Statement have been sold. If Rule 415 is unavailable to the Companydate, the Company shall use commercially reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 120 sixty (60) days from such date, date or such shorter period, period which shall terminate when all of the Registrable Shares Common Stock covered by such Demand Registration have has been sold by the InvestorStockholder pursuant to such Demand Registration. If the Company shall withdraw any Demand Registration pursuant to Section 5 before such 120 sixty (60) days end and before all of the Registrable Shares Common Stock covered by such Demand Registration have has been sold pursuant thereto, the Investor Stockholder shall be entitled to a replacement Demand Registration which shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares Common Stock thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not primarily attributable to the Investor Stockholder or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares, Common Stock or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not primarily attributable due to the Investor or its Affiliates (other than a breach by the Company and of its controlled Affiliates)covenants, representations or warranties therein, and as a result of any such circumstances described in clause (i) or (ii), less than 75% all of the Registrable Shares Common Stock covered by the Registration Statement are is sold by the Investor Stockholder pursuant to such Registration Statement.. SC1:3692634.5

Appears in 1 contract

Samples: Registration Rights Agreement (Great Western Bancorp, Inc.)

Effective Period of Demand Registrations. The Company shall use reasonable best efforts to keep Upon the date of effectiveness of any Demand Registration Statement effective for sale an underwritten offering and if such offering is priced promptly on a continuous basis under Rule 415, including by filing or after such post-effective amendments and supplements as are required by the Securities Act, until the date on which all the Registrable Shares subject to such Demand Registration Statement have been sold. If Rule 415 is unavailable to the Companydate, the Company shall use reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 120 sixty (60) days from such date, date or such shorter period, period which shall terminate when all of the Registrable Shares covered by such Demand Registration have been sold by the InvestorStockholder. If the Company shall withdraw any Demand Registration pursuant to Section 5 6.4 before such 120 sixty (60) days end and before all of the Registrable Shares covered by such Demand Registration have been sold pursuant thereto, the Investor Stockholder shall be entitled to a replacement Demand Registration which shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b6.1(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency Governmental Authority or court for any reason not primarily attributable to the Investor Stockholder or its his Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares, Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not primarily attributable to the Investor Stockholder or its Affiliates (other than the Company and its controlled his Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor Stockholder pursuant to such Registration Statement.

Appears in 1 contract

Samples: Stockholder’s Agreement (Heckmann Corp)

Effective Period of Demand Registrations. The Company shall use reasonable best efforts to keep Upon the date of effectiveness of any Demand Registration Statement effective for sale an underwritten offering and if such offering is priced promptly on a continuous basis under Rule 415, including by filing or after such post-effective amendments and supplements as are required by the Securities Act, until the date on which all the Registrable Shares subject to such Demand Registration Statement have been sold. If Rule 415 is unavailable to the Companydate, the Company shall use reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 120 sixty (60) days from such date, date or such shorter period, period which shall terminate when all of the Registrable Shares covered by such Demand Registration have been sold by the Investor. If the Company shall withdraw any Demand Registration pursuant to Section 5 before such 120 sixty (60) days end and before all of the Registrable Shares covered by such Demand Registration have been sold pursuant thereto, the Investor shall be entitled to a replacement Demand Registration which shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b2(c) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not primarily attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares, Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not primarily attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Appears in 1 contract

Samples: Investor Rights Agreement (Ion Geophysical Corp)

Effective Period of Demand Registrations. The Company shall use reasonable best efforts to keep Upon the date of effectiveness of any Demand Registration Statement effective for sale an underwritten offering and if such offering is priced promptly on a continuous basis under Rule 415, including by filing or after such post-effective amendments and supplements as are required by the Securities Act, until the date on which all the Registrable Shares subject to such Demand Registration Statement have been sold. If Rule 415 is unavailable to the Companydate, the Company shall use commercially reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 120 sixty (60) days from such date, date or such shorter period, period which shall terminate when all of the Registrable Common Shares covered by such Demand Registration have been sold by the InvestorShareholder pursuant to such Demand Registration. If the Company shall withdraw any Demand Registration pursuant to Section 5 before such 120 sixty (60) days end and before all of the Registrable Common Shares covered by such Demand Registration have been sold pursuant thereto, the Investor Shareholder shall be entitled to a replacement Demand Registration which shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Common Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not primarily attributable to the Investor Shareholder or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares, Common Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not primarily attributable due to the Investor or its Affiliates (other than a breach by the Company and of its controlled Affiliates)covenants, representations or warranties therein, and as a result of any such circumstances described in clause (i) or (ii), less than 75% all of the Registrable Common Shares covered by the Registration Statement are sold by the Investor Shareholder pursuant to such Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (MF Global Ltd.)

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Effective Period of Demand Registrations. The Company shall use reasonable best efforts to keep any Demand Registration Statement effective for sale on a continuous basis under Rule 415, including by filing such post-effective amendments and supplements as are required by the Securities Act, until the date on which all the Registrable Shares subject to such Demand Registration Statement have been sold. If Rule 415 is unavailable to the Company, the Company shall use reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 120 days from such date, or such shorter period, when all of the Registrable Shares covered by such Demand Registration have been sold by the Investorapplicable Investors. If the Company shall withdraw any Demand Registration pursuant to Section 5 4 before such 120 days end and before all of the Registrable Shares covered by such Demand Registration have been sold pursuant thereto, the Investor such Investors shall be entitled to a replacement Demand Registration which shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not primarily attributable to the Investor such Investors or its their Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares, or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not primarily attributable to the Investor such Investors or its their Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor such Investors pursuant to such Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Interpace Biosciences, Inc.)

Effective Period of Demand Registrations. The Company shall use reasonable best efforts to keep Upon the date of effectiveness of any Demand Registration Statement effective for sale an underwritten offering (the “Effective Date”) and if such offering is priced promptly on a continuous basis under Rule 415, including by filing such post-effective amendments and supplements as are required by or after the Securities Act, until the date on which all the Registrable Shares subject to such Demand Registration Statement have been sold. If Rule 415 is unavailable to the CompanyEffective Date, the Company shall use reasonable best efforts to keep such Demand Registration Statement effective for a period (the “Effective Period”) equal to 120 the lesser of (i) one hundred twenty (120) days from such date, the Effective Date or such shorter period, when (ii) that number of days between the Effective Date and the date on which all of the Registrable Shares covered by such Demand Registration have been sold by the InvestorInvestor pursuant to such Demand Registration. If the Company shall withdraw withdraws any Demand Registration pursuant to Section 5 before such 120 days end the expiration of the Effective Period and before all of the Registrable Shares covered by such Demand Registration have been sold pursuant thereto, then the Investor shall be entitled to a replacement Demand Registration which shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not primarily directly attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares, Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not primarily directly attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% all of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Avatech Solutions Inc)

Effective Period of Demand Registrations. The Company shall use reasonable best efforts to keep Upon the date of effectiveness of any Demand Registration Statement effective for sale an underwritten offering and if such offering is priced promptly on a continuous basis under Rule 415, including by filing or after such post-effective amendments and supplements as are required by the Securities Act, until the date on which all the Registrable Shares subject to such Demand Registration Statement have been sold. If Rule 415 is unavailable to the Companydate, the Company shall use reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 120 60 days from such date, date or such shorter period, period which shall terminate when all of the Registrable Shares covered by such Demand Registration have been sold by the InvestorInvestors pursuant to such Demand Registration. If the Company shall withdraw any Demand Registration pursuant to Section 5 before such 120 60 days end and before all of the Registrable Shares covered by such Demand Registration have been sold pursuant thereto, the Investor Investors shall be entitled to a replacement Demand Registration which shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not primarily attributable to the Investor Investors or its their Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares, Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not primarily attributable to the Investor Investors or its their Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% all of the Registrable Shares covered by the Registration Statement are sold by the Investor Investors pursuant to such Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Marina Biotech, Inc.)

Effective Period of Demand Registrations. The Company shall use reasonable best efforts to keep any Demand Registration Statement effective for sale on a continuous basis under Rule 415, including by filing such post-effective amendments and supplements as are required by the Securities Act, until the date on which all the Registrable Shares subject to such Demand Registration Statement have been sold. If Rule 415 is unavailable to the Company, the Company shall use reasonable best efforts to keep such Demand Registration Statement continuously effective for a period equal to 120 180 days from such date, the date on which the Registration Statement is declared effective by the SEC or such shorter period, period which shall terminate when all of the Registrable Shares covered by such Demand Registration have been sold by the Investorsold. If the Company shall withdraw any Demand Registration pursuant to Section 5 3.4 before the earlier of (i) the date when such 120 180 days end and before (ii) the date when all of the Registrable Shares covered by such Demand Registration have been sold pursuant thereto, the Investor such Demand Registration Group shall be entitled to a replacement Demand Registration which shall be subject to all of the provisions of this Agreement. A Demand Registration ; provided, however, the Company shall not count a Demand Registration against the limit on the number of such registrations set forth in Section 2(b3.1(d) if (i) after the applicable Registration Statement has become effective, (i) such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency Governmental Authority or court for any reason not primarily attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not promptly thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares, Shares within one year from the date on which the interference was first imposed; or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason reason; provided, further, that any replacement Demand Registration shall not primarily attributable to count against the Investor or its Affiliates (other than the Company and its controlled Affiliateslimit set forth in Section 3.1(d), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Appears in 1 contract

Samples: Investors Rights Agreement (Autohome Inc.)

Effective Period of Demand Registrations. The Company shall use reasonable best efforts to keep Upon the date of effectiveness of any Demand Registration Statement effective for sale an underwritten offering and if such offering is priced promptly on a continuous basis under Rule 415, including by filing or after such post-effective amendments and supplements as are required by the Securities Act, until the date on which all the Registrable Shares subject to such Demand Registration Statement have been sold. If Rule 415 is unavailable to the Companydate, the Company shall use reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 120 sixty (60) days from such date, date or such shorter period, period which shall terminate when all of the Registrable Shares covered by such Demand Registration have been sold by the Investor. If the Company shall withdraw any Demand Registration pursuant to Section 5 before such 120 sixty (60) days end and before all of the Registrable Shares covered by such Demand Registration have been sold pursuant thereto, the Investor shall be entitled to a replacement Demand Registration which shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not primarily attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares, Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not primarily attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Ion Geophysical Corp)

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