Holder Registration. (a) The Company will use commercially reasonable efforts to cause the Registrable Securities held by the Holders to be registered under the Securities Act so as to permit the resale thereof, and in connection therewith shall prepare and file with the SEC in accordance with Section 2(b) below a registration statement on such form as may then be available to effect the registration of the Registrable Securities. The offering made pursuant to such registration shall not be underwritten.
Holder Registration. (a) In case Parent shall receive from a Holder or Holders who own not less than 10% of the then outstanding Registrable Securities, a written request that Parent effect any registration under the Securities Act, Parent shall (i) promptly give written notice of the proposed registration to all other Holders and (ii) use its commercially reasonable efforts to file within 45 days of the receipt of such request a registration statement (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) covering the resale of the number of Registrable Securities for which registration has been requested by such initiating Holder or Holders, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request and specified in a written request received by Parent within ten (10) days after receipt by such Holders of such written notice from Parent that the rights granted hereunder have been invoked. Notwithstanding the foregoing, Parent shall not be obligated to register more than an aggregate of 350,000 shares of Parent Common Stock. If the amount of Registrable Securities requested to be registered by the Holders is greater than 350,000 shares of Parent Common Stock, Parent shall so advise the Holders that the number of Registrable Securities that may be included in the registration shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. In no event shall Parent be required to file a registration statement under this Agreement if it does not then satisfy the eligibility requirements for the use of Form S-3 under the Securities Act. Each Holder shall provide all such information and materials and take all such action as may be required in order to permit Parent to comply with all applicable requirements of the Securities Act, the Exchange Act, and of the SEC, and to obtain any desired acceleration of the effective date of such registration statement, such provision of information and materials to be a condition precedent to the obligations of Parent pursuant to this Agreement to register the Registrable Securities he...
Holder Registration. (a) If at any time after the first anniversary of the Closing, the Company shall receive from any Holder or Holders who in the aggregate hold not less than 50% of the outstanding Registrable Securities a written request that the Company effect any registration for the Registrable Securities, the Company will use commercially reasonable efforts to cause the Registrable Securities held by the Holders to be registered under the Securities Act so as to permit the resale thereof, and in connection therewith shall prepare and file with the SEC within 60 days of its receipt of such request a registration statement on such form as may then be available to effect the registration of the Registrable Securities. The offerings made pursuant to such registration shall not be underwritten.
Holder Registration. (a) The Company shall use its best efforts to cause the Registrable Securities (other than the Escrow Shares) held by each Holder to be registered under the Securities Act so as to permit the sale thereof, and in connection therewith shall prepare and file with the SEC not later than October 5, 1998, a registration statement covering all the Registrable Securities (other than the Escrow Shares) on such form as is then available under the Securities Act; PROVIDED, HOWEVER, that each Holder shall provide all such information and materials regarding such Holder and take all such action as may be required by a Holder under applicable laws and regulations in order to permit the Company to comply with all applicable requirements of the Securities Act, the Exchange Act, and the SEC, and to obtain any desired acceleration of the effective date of such registration statement, such provision of information and materials to be a condition precedent to the obligations of the Company pursuant to this Declaration to register the Registrable Securities (other than the Escrow Shares) held by each such Holder. Notwithstanding the foregoing, the Company shall not be required (assuming no review by the SEC) to request acceleration of such registration statement for any date prior to October 15, 1998. The offerings made pursuant to such registration shall not be underwritten.
Holder Registration. (a) Acquiror shall use its reasonable efforts to cause the Registrable Securities held by the Holders to be registered under the Securities Act so as to permit the resale thereof. In connection therewith, Acquiror shall prepare and file with the SEC as soon as reasonably practicable after the date hereof a registration statement on Form S-3 covering the Registrable Securities; provided, however, if Acquiror shall furnish to the Holders a certificate signed by an officer of Acquiror stating that, in the reasonable judgment of Acquiror, it would be seriously detrimental to Acquiror or the Holders for such registration statement to be filed, Acquiror’s obligation to use its reasonable efforts to file a registration statement under this Section 2(a) shall be deferred. The offerings made pursuant to such registration shall not be underwritten.
Holder Registration. (a) Parent shall use commercially reasonable efforts to cause the Registrable Securities held by the Holders to be registered under the Securities Act so as to permit the resale thereof, and in connection therewith shall prepare and file with the SEC within ten (10) days following the Effective Time a registration statement on Form S-3 covering the Registrable Securities; provided, however, if Parent shall furnish to the Holders a certificate signed by an executive officer of Parent stating that, in the good faith judgment of the Board of Directors of Parent, it would be detrimental to Parent or its stockholders for such registration statement to be filed within such ten (10) day period, then, Parent's obligation to use commercially reasonable efforts to file a registration statement under this Section 2(a) shall be deferred for a period not to exceed 90 days from the date of delivery of such certificate; provided further, that the Company may only defer the filing of the registration statement one time. The offerings made pursuant to such registration shall not be underwritten.
Holder Registration. (a) Transferee shall use its best efforts to cause the Registrable Securities held by the Holders to be registered under the Securities Act so as to permit the resale thereof, and in connection therewith shall prepare and file with the SEC within five (5) business days following the Closing Date a registration statement on Form S-3 covering the Registrable Securities; provided, however, that notwithstanding the foregoing, the Company’s obligation to file such registration statement shall be contingent upon the Holders having previously furnished to the Company any information reasonably requested by the Company to be included in such registration statement as provided under Section 5 below. The offerings made pursuant to such registration shall not be underwritten.
Holder Registration. (a) As soon as practicable after the Closing of the Acquisition (subject to the delay provisions of Section 5 of this Agreement), the Company shall cause to be prepared and filed with the SEC a Registration Statement on Form S-3 registering the resale of the Pinnacle Shares on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any similar rule that the SEC adopts) in an ordinary course brokerage or dealer transaction. The offering made pursuant to such registration shall (i) not be underwritten, (ii) not include any securities other than Registrable Securities and (iii) provide for the offer and sale of all Registrable Securities held by those Holders that have provided to the Company the information required pursuant to Section 8 of this Agreement.
Holder Registration. (a) Parent shall use its best efforts to cause the Registrable Securities held by each Holder to be registered under the Securities Act so as to permit the sale thereof, and in connection therewith shall prepare and file with the SEC within forty-five (45) days following the Effective Time a registration statement in such form as is then available under the Securities Act covering that number of Registrable Securities as may be requested in writing by the Holders at the Effective Time and in accordance with Section 4.4(b) of the Reorganization Agreement; PROVIDED, HOWEVER, that each Holder shall provide all such information and materials and take all such action as may be required in order to permit Parent to comply with all applicable requirements of the Securities Act, the Exchange Act, and of the SEC, and to obtain any desired acceleration of the effective date of such registration statement, such provision of information and materials to be a condition precedent to the obligations of Parent pursuant to this Declaration to register the Registrable Securities held by each such Holder. The offerings made pursuant to such registration shall not be underwritten.
Holder Registration. (a) Parent shall use its best efforts to cause the Registrable Securities held by each Holder to be registered under the Securities Act so as to permit the sale thereof, and in connection therewith shall prepare and file with the SEC not later than December 1, 1998, a registration statement covering all the Registrable Securities on such form as is then available under the Securities Act; provided, however, that each Holder shall provide all such information and materials regarding such Holder and take all such action as may be required by a Holder under applicable laws and regulations in order to permit Parent to comply with all applicable requirements of the Securities Act, the Exchange Act, and the SEC, and to obtain any desired acceleration of the effective date of such registration statement, such provision of information and materials to be a condition precedent to the obligations of Parent pursuant to this Rights Agreement to register the Registrable Securities held by each such Holder. Notwithstanding the foregoing, Parent shall not be required (assuming no review by the SEC) to request acceleration of such registration statement for any date prior to the date two days after the public announcement of Parent's results of operations for the first quarter of Parent's fiscal 1999 reporting year. The offerings made pursuant to such registration shall not be underwritten.
