Registration of TriMas Preferred Stock Clause Samples

Registration of TriMas Preferred Stock. Whenever TriMas shall receive a written request signed by Industries requesting TriMas to file a registration statement under the Securities Act of 1933, as in effect at the relevant time, or a comparable statement under any similar Federal statute then in effect (a "Preferred Stock Registration Statement") with respect to the $100 Convertible Participating Preferred Stock of TriMas, par value $1.00 per share (the "Preferred Stock"), TriMas shall promptly prepare and file a Preferred Stock Registration Statement covering the Preferred Stock requested to be registered and any other Preferred Stock of registered holders thereof who acquired such Preferred Stock from Industries and who have obtained a written agreement from Industries to participate hereunder (which agreement shall have been filed with TriMas) which, upon inquiry to be then made of all such holders by TriMas, is requested by such holders to be included therein (the "Preferred Stock Holders"), and use its best efforts to cause the Preferred Stock Registration Statement to become effective and to remain effective for the period required to permit the public offering and sale of the Preferred Stock covered thereby; provided, however, that (i) TriMas shall not be obligated to make any such filing with respect to less than 10,000 shares of Preferred Stock, (ii) TriMas shall not be obligated to make any such filing within 12 months from the effective date of the next preceding filing made pursuant to this Paragraph 2, and (iii) TriMas may elect to defer, for a period not exceeding a total of 90 days, the preparation of any such Preferred Stock Registration Statement if in TriMas's good faith judgment pending or prospective business developments justify a temporary delay. All expenses (other than fees and expenses of any underwriters and counsel to Industries and the Preferred Stock Holders) in connection with registrations undertaken by TriMas pursuant to this Paragraph 2 shall be borne by TriMas. Industries shall be deemed to be the representative of all Preferred Stock Holders, with full authority to select a managing underwriter, withdraw or abandon the Preferred Stock Registration Statement, and make comparable decisions on behalf of all Preferred Stock Holders after reasonable consultation therewith.