Common use of Registration on Request Clause in Contracts

Registration on Request. Except as provided in subsection (b) of this Section 2, upon the written request of Investors owning at least a majority of the then outstanding Registrable Securities that Holdings effect pursuant to this Section 2(a) the registration of the requesting Investors' Registrable Securities under the Securities Act (which request shall specify the number of Registrable Securities to be registered), Holdings shall, as expeditiously as reasonably possible, notify all other Investors of such request (and allowing them to participate therein), and use its best efforts to effect the registration under the Securities Act of the Registrable Securities of all Investors which Holdings has been so requested to register. Notwithstanding the above, Holdings shall not be obligated to take any action to effect any registration requested by the Investors pursuant to the previous sentence (i) after two years from the Closing Date, or (ii) after Holdings has effected one (1) registration pursuant to this Section 2(a) and such registration has been declared or ordered effective. Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2(a) shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after Holdings has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Investor, in its sole discretion, to proceed with such registration shall be deemed to have been effected by Holdings at the request of the Investors unless the requesting Investor shall have elected to pay all expenses of registration provided for in Section 5 below in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other govern-mental agency or court for any reason other than a misrepresentation or an omission by any participating Investor, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Investor. Holdings shall not be obligated to effect any registration pursuant to this Section 2(a) within 90 days after the effective date of any underwritten public offering by Holdings or of any previous registration withdrawn at the request of the requesting Investors. Holdings may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2(a) if the financial advisor and/or underwriter to Holdings certifies to the Investors that such registration would reasonably be expected to have a material adverse effect on Holdings; provided, however, that in such event the Investors requesting such registration shall be entitled to withdraw such request and, if such request is withdrawn, such registration shall not count as the one permitted registration under this Section 2(a) and Holdings shall pay all the above referenced registration expenses in connection with such postponed or withdrawn registration.

Registration on Request. Except as provided in subsection (b) of this Section 22.1, upon the written request of Investors Holders owning at least a majority of the then outstanding Registrable Securities of all Holders requesting that Holdings the Company effect pursuant to this Section 2(a) 2.1 the registration of the requesting InvestorsHolders' Registrable Securities under the Securities Act (which request shall specify the number of Registrable Securities to be registered), Holdings the Company shall, as expeditiously as reasonably possible, notify all other Investors Holders of such request (and allowing them to participate therein), and use its best efforts to effect the registration under the Securities Act of the Registrable Securities of all Investors Holders which Holdings the Company has been so requested to register. Notwithstanding the above, Holdings The Company shall not be obligated to take any action to effect any registration requested by the Investors Holders pursuant to the previous sentence subsection (a) above: (i) during the initial sixty-five (65) day period commencing on the date of the final closing of the Offering (the "Initial Period"); (ii) if the Form S-3 registration statement described in Section 2.3 below is filed and becomes effective during the Initial Period, then during the period that such Form S-3 registration statement remains effective (it being agreed and understood that the Company shall only be obligated to keep such Form S-3 registration statement effective for a period of twelve (12) months following the date of the last closing of the Offering) (the "Second Period"); (iii) after two years from the Closing Date, date of the final closing of the Offering; or (iiiv) after Holdings the Company has effected one (1) registration pursuant to this Section 2(a) 2.1 and such registration has been declared or ordered effective. Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2(a) 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after Holdings the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting InvestorHolder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by Holdings the Company at the request of the Investors Holders unless the requesting Investor Holder shall have elected to pay all expenses of registration provided for Company Registration Expenses (as defined in Section 5 below 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other govern-mental governmental agency or court for any reason other than a misrepresentation or an omission by any participating InvestorHolder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating InvestorHolder. Holdings The Company shall not be obligated to effect any registration pursuant to this Section 2(a) 2.1 within 90 days after the effective date of any underwritten public offering by Holdings the Company or of any previous registration withdrawn at the request of the requesting InvestorsHolders. Holdings The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2(a) 2.1 if the financial advisor and/or underwriter to Holdings the Company certifies to the Investors holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on Holdingsthe Company; provided, however, that in such event the Investors Holders of Registrable Securities requesting such registration Registration shall be entitled to withdraw such request and, if such request is withdrawn, such registration Registration shall not count as the one permitted registration under this Section 2(a) 2.1 and Holdings the Company shall pay all the above referenced registration expenses Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve-month period.

Registration on Request. Except as provided in subsection (bi) of this Section 2At any time or from time to time following the date hereof, upon the written request of Investors owning at least a majority any registered holder or holders of Registerable Securities (such holder or holders, the then outstanding Registrable Securities “Demand Party”), requesting that Holdings the Company effect pursuant to this Section 2(a) the registration of the requesting Investors' Registrable Securities under the Securities Act (which request shall specify the number of all or part of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to be registered)all registered holders of Registerable Securities other than the Demand Party, Holdings shalland thereupon will, as expeditiously as reasonably possible, notify all other Investors of such request (and allowing them to participate therein), and use its best efforts to effect the registration under the Securities Act of (A) the Registrable Securities of all Investors which Holdings the Company has been so requested to register. Notwithstanding the above, Holdings shall not be obligated to take any action to effect any registration requested register by the Investors pursuant to the previous sentence Demand Party and (iB) after two years from the Closing Date, or (ii) after Holdings has effected one (1) registration pursuant to this Section 2(a) and such registration has been declared or ordered effective. Notwithstanding any all other provision hereof to the contrary, a registration requested pursuant to this Section 2(a) shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after Holdings has filed a registration statement with respect thereto solely by reason Registrable Securities of the refusal by a requesting Investor, in its sole discretion, same class or series as are to proceed with such registration shall be deemed to have been effected by Holdings registered at the request of the Investors unless Demand Party and which the requesting Investor shall have elected Company has been requested to pay all expenses of registration provided for in Section 5 below in connection with such registration, (ii) if after it has become effective such registration is interfered with register by any stop orderother registered holder thereof by written request given to the Company within fifteen (15) days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such Registrable Securities), injunction or other order or requirement all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Commission or other govern-mental agency or court for any reason other than a misrepresentation or an omission by any participating Investor, or (iii) if Registrable Securities so to be registered; provided that the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Investor. Holdings Company shall not be obligated required to effect any registration to be effected pursuant to this paragraph 7(c) unless at least 10% of the Registrable Securities outstanding at the time of such request is to be included in such registration; and provided, further, that if the Company shall have previously effected a registration pursuant to this paragraph 7(c) or paragraph 7(d) (with respect to all such Registrable Securities) or shall have previously effected a registration of which notice has been given to the Holders pursuant to paragraph 7(b) hereof, the Company shall not be required to effect any registration pursuant to this Section 2(aparagraph 7(c) within 90 until a period of 180 days after shall have elapsed from the effective date of any underwritten public offering by Holdings or of any on which the previous registration withdrawn at the request of the requesting Investors. Holdings may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2(a) if the financial advisor and/or underwriter to Holdings certifies to the Investors that such registration would reasonably ceased to be expected to have a material adverse effect on Holdings; provided, however, that in such event the Investors requesting such registration shall be entitled to withdraw such request and, if such request is withdrawn, such registration shall not count as the one permitted registration under this Section 2(a) and Holdings shall pay all the above referenced registration expenses in connection with such postponed or withdrawn registrationeffective.

Registration on Request. Except as provided in subsection (bi) of this Section 2At any time or from time to time following the date hereof, upon the written request of Investors owning at least a majority any registered holder or holders of Registerable Securities (collectively, the then outstanding Registrable Securities “Demand Party”), requesting that Holdings the Company effect pursuant to this Section 2(a) the registration of the requesting Investors' Registrable Securities under the Securities Act (which request shall specify the number of all or part of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to be registered)all registered holders of Registerable Securities other than the Demand Party, Holdings shalland thereupon will, as expeditiously as reasonably possible, notify all other Investors of such request (and allowing them to participate therein), and use its best efforts to effect the registration under the Securities Act of (A) the Registrable Securities of all Investors which Holdings the Company has been so requested to register. Notwithstanding the above, Holdings shall not be obligated to take any action to effect any registration requested register by the Investors pursuant to the previous sentence Demand Party and (iB) after two years from the Closing Date, or (ii) after Holdings has effected one (1) registration pursuant to this Section 2(a) and such registration has been declared or ordered effective. Notwithstanding any all other provision hereof to the contrary, a registration requested pursuant to this Section 2(a) shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after Holdings has filed a registration statement with respect thereto solely by reason Registrable Securities of the refusal by a requesting Investor, in its sole discretion, same class or series as are to proceed with such registration shall be deemed to have been effected by Holdings registered at the request of the Investors unless Demand Party and which the requesting Investor shall have elected Company has been requested to pay all expenses of registration provided for in Section 5 below in connection with such registration, (ii) if after it has become effective such registration is interfered with register by any stop orderother registered holder thereof by written request given to the Company within fifteen (15) days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such Registrable Securities), injunction or other order or requirement all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Commission or other govern-mental agency or court for any reason other than a misrepresentation or an omission by any participating Investor, or (iii) if Registrable Securities so to be registered; provided that the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Investor. Holdings Company shall not be obligated required to effect any registration to be effected pursuant to this paragraph 7(c) unless at least 10% of the Registrable Securities outstanding at the time of such request is to be included in such registration; and provided, further, that if the Company shall have previously effected a registration pursuant to this paragraph 7(c) or paragraph 7(d) (with respect to all such Registrable Securities) or shall have previously effected a registration of which notice has been given to the Holders pursuant to paragraph 7(b) hereof, the Company shall not be required to effect any registration pursuant to this Section 2(aparagraph 7(c) within 90 until a period of 180 days after shall have elapsed from the effective date of any underwritten public offering by Holdings or of any on which the previous registration withdrawn at the request of the requesting Investors. Holdings may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2(a) if the financial advisor and/or underwriter to Holdings certifies to the Investors that such registration would reasonably ceased to be expected to have a material adverse effect on Holdings; provided, however, that in such event the Investors requesting such registration shall be entitled to withdraw such request and, if such request is withdrawn, such registration shall not count as the one permitted registration under this Section 2(a) and Holdings shall pay all the above referenced registration expenses in connection with such postponed or withdrawn registrationeffective.