Common use of S-3 Registrations Clause in Contracts

S-3 Registrations. If at any time (i) the Persons holding at least 20% of the total number of outstanding Restricted Shares (assuming conversion of all shares of Convertible Preferred Stock) request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or a portion of Restricted Shares with an aggregate Fair Market Value as of the date of such request equal to at least $25,000,000, or, if the aggregate Restricted Shares have an aggregate Fair Market Value of less than $25,000,000, all of the remaining Restricted Shares and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Shares specified in such notice. Whenever the Company is required by this Section 7 to use its best efforts to effect the registration of Restricted Shares, each of the procedures and requirements of Section 5 (including but not limited to the requirement that the Company notify all holders of Restricted Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 7 within three months after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Shares shall have been entitled to join pursuant to Section 5 or 6 in which there shall have been effectively registered all Restricted Shares as to which registration shall have been requested. There is no limitation on the number of registrations pursuant to this Section 7 that the Company is obligated to effect.

S-3 Registrations. If at any time (i) the Persons Investors holding at least 20% of the of the total number of outstanding Restricted Shares (assuming conversion of all shares of Convertible Preferred StockDebentures) request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or a any portion of the Restricted Shares with an aggregate Fair Market Value as of the date of held by such request equal to at least $25,000,000Investors, or, if the aggregate Restricted Shares have an aggregate Fair Market Value of less than $25,000,000, all of the remaining Restricted Shares and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Shares specified in such notice. Whenever the Company is required by this Section 7 to use its best efforts to effect the registration of Restricted Shares, each of the procedures and requirements of Section 5 (including but not limited to the requirement that the Company notify all holders of Restricted Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 7 within three months after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Shares shall have been entitled to join pursuant to Section 5 or 6 in which there shall have been effectively registered all Restricted Shares as to which registration shall have been requested. There is no limitation on the number of registrations pursuant to this Section 7 that the Company is obligated to effect.

S-3 Registrations. If at At any time (i) the Persons holding at least 20% of the total number of outstanding Restricted Shares (assuming conversion of all shares of Convertible Preferred Stock) request that after the Company becomes eligible to file a registration statement Registration Statement on Form S-3 (or any successor thereto for a public offering form relating to secondary offerings), Holders of all or a portion of Restricted Shares with an aggregate Fair Market Value as of Registrable Securities may request the date of such request equal to at least $25,000,000Company, orin writing, if the aggregate Restricted Shares have an aggregate Fair Market Value of less than $25,000,000, all of the remaining Restricted Shares and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Shares specified in such notice. Whenever the Company is required by this Section 7 to use its best efforts to effect the registration on Form S-3 (or such successor form), of Restricted Shares, each Registrable Shares having an aggregate market value of at least U.S. $25,000,000 (based on the closing market price for the Common Stock on the trading day prior to the Company's receipt of the procedures request). The Company shall not be obligated to effect any registration under this Section 4 (i) if in a given six month period, the Company has effected one (1) such registration in such period, or (ii) if the Company has initiated four (4) such registrations pursuant to this Section 4, provided that only the following registrations shall be counted: (1) registrations which have been declared or ordered effective and requirements pursuant to which Registrable Securities have been sold and (2) registrations which have been withdrawn by the Holders (other than pursuant to the last sentence of Section 5 (including but 3.4) as to which the Holders have not limited elected to bear the requirement that Registration Expenses. Upon receipt of any such request, the Company notify shall promptly give written notice of such proposed registration to all holders of Restricted Shares Holders from whom notice has not been received and provide them with received. Such Holders shall have the opportunity right, by giving written notice to participate the Company within 20 days after the Company provides its notice, to elect to have included in the offering) such registration such of their Registrable Securities as such Holders may request in such notice of election. The provisions of Sections 3.5 through 3.7 shall apply to such registration. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 7 within three months after the effective date of a registration statement filed by Thereupon the Company covering a firm commitment underwritten public offering in which shall use its Required Efforts to effect the holders registration on Form S-3, or such successor form, of Restricted Shares shall have been entitled to join pursuant to Section 5 or 6 in which there shall have been effectively registered all Restricted Shares as to which registration shall have been requested. There is no limitation on the number of registrations pursuant to this Section 7 Registrable Securities that the Company is obligated has been requested to effectregister in connection with such registration.

S-3 Registrations. If at any time (i) that the Persons holding at least 20% of Company is eligible to use Form S-3 or any successor thereto, the total number of outstanding Restricted Shares (assuming conversion of all shares of Convertible Preferred Stock) request Initiating Holder requests that the Company file a registration statement Registration Statement on Form S-3 or any successor thereto for a public offering of all or a any portion of Restricted Shares with an aggregate Fair Market Value as of the date of Registrable Common Stock held by such request equal to at least $25,000,000, or, if the aggregate Restricted Shares have an aggregate Fair Market Value of less than $25,000,000, all of the remaining Restricted Shares and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such sharesHolders, then the Company shall use its best commercially reasonable efforts to register under the Securities Act on Form S-3 or any successor theretothereto (an "S-3 Registration"), for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Shares Registrable Common Stock specified in such notice; provided, however, that (i) no more than two such S-3 Registrations shall be required in any 12 month period and (ii) the Company shall have no obligation to register such shares of Registrable Common Stock pursuant to this Section 4 if (based on current market prices) the number of shares of Registrable Common Stock specified in such notice would not yield gross proceeds to the selling stockholders of at least $5,000,000. An S-3 Registration shall not count as a Demand Registration, unless such registration is for an underwritten offering or an underwritten take down off of an existing, effective shelf registration statement, in which case it shall be subject to the provisions of Section 2 hereof to count as a Demand Registration. Whenever the Company is required by this Section 7 4 to use its best commercially reasonable efforts to effect the registration of Restricted SharesRegistrable Common Stock on Form S-3, each of the procedures and requirements of Section 5 2 hereof (including but not limited to the requirement that the Company notify all holders of Restricted Shares Holders from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. Notwithstanding anything to The Company shall maintain the contrary contained hereineffectiveness of any such S-3 Registration until the earlier of the date on which (i) all of the Registrable Common Stock included thereon has been sold, no request and (ii) all of the Registrable Common Stock may be made under this Section 7 within three months after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Shares shall have been entitled to join sold without restriction or limitation pursuant to Section 5 or 6 in which there shall have been effectively registered all Restricted Shares as to which registration shall have been requestedRule 144(k) under the Securities Act. There is no limitation on the number of registrations pursuant to this Section 7 4 that the Company is obligated to effect.

S-3 Registrations. If (i) at any time following the earlier of ----------------- (iA) the Persons holding first anniversary of the Closing Date and (B) the occurrence of either of the events described in Section 9.2(a)(i)(y) or (z) the Purchaser, or Holders who beneficially own at least 20% 7,000,000 Purchaser Shares, or (ii) at any time from and after the second anniversary of the total number of outstanding Restricted Shares (assuming conversion of all shares of Convertible Preferred Stock) Closing Date, the Apollo Purchasers, request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or a any portion of Restricted the Purchaser Shares with an aggregate Fair Market Value as of the date of held by such request equal to at least $25,000,000Persons, or, if the aggregate Restricted Shares have an aggregate Fair Market Value of less than $25,000,000, all of the remaining Restricted Shares and (iiiii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Purchaser Shares specified in such noticenotice provided that, if so requested by the Apollo -------- ---- Purchasers, at all times from and after the Closing Date the Company shall maintain a registration statement on Form S-3 covering Common Stock with a market value of not less than $125,000,000. Whenever the Company is required by this Section 7 9.4 to use its best efforts to effect the registration of Restricted Purchaser Shares, each of the procedures and requirements of Section 5 9.2 (including but not limited to the requirement that the Company notify all holders of Restricted Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 7 9.4 within three six months, provided, that the Company shall -------- use reasonable efforts to achieve a shorter period or have such restrictions released in less than six months after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Purchaser Shares shall have been entitled to join pursuant to Section 5 9.2 or 6 9.3 in which there shall have been effectively registered all Restricted Purchaser Shares as to which registration shall have been requested. There is no limitation on the number of registrations pursuant to this Section 7 9.4 that the Company is obligated to effect.

S-3 Registrations. If (i) at any time (i) the Persons holding following June 10, 2012 SEP I or Holders who beneficially own at least 20% of the total number of outstanding Restricted 4,300,000 Registrable Shares (assuming conversion of all shares of Convertible Preferred Stock) request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or a any portion of Restricted the Registrable Shares with an aggregate Fair Market Value as of the date of held by such request equal to at least $25,000,000Holder, or, if the aggregate Restricted Shares have an aggregate Fair Market Value of less than $25,000,000, all of the remaining Restricted Shares and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Registrable Shares specified in such notice. Whenever the Company is required by this Section 7 4 to use its best efforts to effect the registration of Restricted Registrable Shares, each of the procedures and requirements of Section 5 2 (including but not limited to the requirement that the Company notify all holders of Restricted Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registrationregistration or offering in connection therewith. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 7 4 within three six months after the effective date of a registration statement filed by the Company or the occurrence of a “shelf take-down” under a then-effective registration statement covering a firm commitment underwritten public offering in which the holders of Restricted Registrable Shares shall have been entitled to join pursuant to Section 5 2 or 6 3 in which there shall have been effectively registered or sold, as the case may be, all Restricted Registrable Shares as to which registration shall have been requestedrequested pursuant to which any “lock-up” restrictions have been imposed on the Company prohibiting such registration (provided, that the Company shall use its best efforts to achieve a shorter period or have such restrictions released in less than six months). There is no limitation on the number of registrations pursuant to this Section 7 4 that the Company is obligated to effect.

S-3 Registrations. If (i) at any time (i) the Persons holding following [•], 2012 SEP I or Holders who beneficially own at least 20% of the total number of outstanding Restricted [•] Registrable Shares (assuming conversion of all shares of Convertible Preferred Stock) request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or a any portion of Restricted the Registrable Shares with an aggregate Fair Market Value as of the date of held by such request equal to at least $25,000,000Holder, or, if the aggregate Restricted Shares have an aggregate Fair Market Value of less than $25,000,000, all of the remaining Restricted Shares and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Registrable Shares specified in such notice. Whenever the Company is required by this Section 7 4 to use its best efforts to effect the registration of Restricted Registrable Shares, each of the procedures and requirements of Section 5 2 (including but not limited to the requirement that the Company notify all holders of Restricted Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registrationregistration or offering in connection therewith. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 7 4 within three six months after the effective date of a registration statement filed by the Company or the occurrence of a “shelf take-down” under a then-effective registration statement covering a firm commitment underwritten public offering in which the holders of Restricted Registrable Shares shall have been entitled to join pursuant to Section 5 2 or 6 3 in which there shall have been effectively registered or sold, as the case may be, all Restricted Registrable Shares as to which registration shall have been requestedrequested pursuant to which any “lock-up” restrictions have been imposed on the Company prohibiting such registration (provided, that the Company shall use its best efforts to achieve a shorter period or have such restrictions released in less than six months). There is no limitation on the number of registrations pursuant to this Section 7 4 that the Company is obligated to effect.

S-3 Registrations. If at any time (i) one or more Holders of Registrable Securities representing the Persons holding at least 20% Registrable Percentage of the total number of outstanding Restricted Shares (assuming conversion of all shares of Convertible Preferred Stock) Outstanding Holders request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or a any portion of Restricted Shares with an the shares of Registrable Securities held by such Holder or Holders, the reasonably anticipated aggregate Fair Market Value as price to the public of the date of such request equal to at least which would exceed $25,000,0001,000,000, or, if the aggregate Restricted Shares have an aggregate Fair Market Value of less than $25,000,000, all of the remaining Restricted Shares and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Shares Registrable Securities specified in such notice. Whenever the Company is required by this Section 7 2.3 to use its best efforts to effect the registration of Restricted SharesRegistrable Securities, each of the procedures and requirements of Section 5 2.1 (including but not limited to the requirement that the Company notify all holders Holders of Restricted Shares Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. Notwithstanding anything to the contrary contained herein, (i) no request may be made under this Section 7 2.3 within three six months after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Shares Registrable Securities shall have been entitled to join pursuant to Section 5 or 6 Sections 2.1 and 2.2 in which there shall have been effectively registered all Restricted Shares shares of Registrable Securities as to which registration shall have been requested. There is no limitation on the number of requested registrations pursuant to this Section 7 that 2.3 and (ii) the Company is obligated shall not be required to effecteffect more than four registrations pursuant to this Section 2.3.

S-3 Registrations. If (i) at any time (i) following the Persons holding six-month anniversary of the date hereof any Apollo Holder or Holders who beneficially own at least 20% of the total number of outstanding Restricted 1,000,000 Registrable Shares (assuming conversion of all shares of Convertible Preferred Stockas appropriately adjusted for any stock split, combination, reorganization, recapitalization, reclassification, stock dividend, stock distribution or similar event) request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or a any portion of Restricted the Registrable Shares with an aggregate Fair Market Value as of the date of held by such request equal to at least $25,000,000Holder, or, if the aggregate Restricted Shares have an aggregate Fair Market Value of less than $25,000,000, all of the remaining Restricted Shares and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Registrable Shares specified in such noticenotice provided that, if so requested by any of any of the Apollo Holders, at all times from and after the date hereof, the Company shall maintain a registration statement on Form S-3 covering Common Stock with a market value of not less than $125,000,000. Whenever the Company is required by this Section 7 4 to use its best efforts to effect the registration of Restricted Registrable Shares, each of the procedures and requirements of Section 5 2 (including but not limited to the requirement that the Company notify all holders of Restricted Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 7 4 within three six months after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Registrable Shares shall have been entitled to join pursuant to Section 5 2 or 6 3 in which there shall have been effectively registered all Restricted Registrable Shares as to which registration shall have been requested, provided, that the Company shall use reasonable efforts to achieve a shorter period or have such restrictions released in less than six months. There is no limitation on the number of registrations pursuant to this Section 7 4 that the Company is obligated to effect.

S-3 Registrations. If at At any time (i) the Persons holding at least 20% of the total number of outstanding Restricted Shares (assuming conversion of all shares of Convertible Preferred Stock) request that after the Company becomes eligible to file a registration statement Registration Statement on Form S-3 (or any successor thereto for a public offering form relating to secondary offerings), Holders of all or a portion of Restricted Shares with an aggregate Fair Market Value as of Registrable Securities may request the date of such request equal to at least $25,000,000Company, orin writing, if the aggregate Restricted Shares have an aggregate Fair Market Value of less than $25,000,000, all of the remaining Restricted Shares and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Shares specified in such notice. Whenever the Company is required by this Section 7 to use its best efforts to effect the registration on Form S-3 (or such successor form), of Restricted Shares, each Registrable Shares having an aggregate market value of at least $25,000,000 (based on the closing market price for the Common Stock on the trading day prior to the Company's receipt of the procedures request). The Company shall not be obligated to effect any registration under this Section 4 (i) if in a given six month period, the Company has effected one (1) such registration in such period, or (ii) if the Company has initiated four (4) such registrations pursuant to this Section 4, provided that only the following registrations shall be counted: (1) registrations which have been declared or ordered effective and requirements pursuant to which Registrable Securities have been sold and (2) registrations which have been withdrawn by the Holders (other than pursuant to the last sentence of Section 5 (including but 3.4) as to which the Holders have not limited elected to bear the requirement that Registration Expenses. Upon receipt of any such request, the Company notify shall promptly give written notice of such proposed registration to all holders of Restricted Shares Holders from whom notice has not been received and provide them with received. Such Holders shall have the opportunity right, by giving written notice to participate the Company within 20 days after the Company provides its notice, to elect to have included in the offering) such registration such of their Registrable Securities as such Holders may request in such notice of election. The provisions of Sections 3.5 through 3.7 shall apply to such registration. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 7 within three months after the effective date of a registration statement filed by Thereupon the Company covering a firm commitment underwritten public offering in which shall use its Required Efforts to effect the holders registration on Form S-3, or such successor form, of Restricted Shares shall have been entitled to join pursuant to Section 5 or 6 in which there shall have been effectively registered all Restricted Shares as to which registration shall have been requested. There is no limitation on the number of registrations pursuant to this Section 7 Registrable Securities that the Company is obligated has been requested to effectregister in connection with such registration.

S-3 Registrations. If at any time (i) one or more Holders of ----------------- Registrable Securities representing the Persons holding at least 20% Requisite Amount of the total number of outstanding Restricted Shares (assuming conversion of all shares of Convertible Preferred Stock) Outstanding Holders request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or a any portion of Restricted Shares with an the shares of Registrable Securities held by such Holder or Holders, the reasonably anticipated aggregate Fair Market Value as price to the public of the date of such request equal to at least which would exceed $25,000,0002,500,000, or, if the aggregate Restricted Shares have an aggregate Fair Market Value of less than $25,000,000, all of the remaining Restricted Shares and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Shares Registrable Securities specified in such notice. Whenever the Company is required by this Section 7 2.3 to use its best efforts to effect the registration of Restricted SharesRegistrable Securities, each of the procedures and requirements of Section 5 2.1 (including but not limited to the requirement that the Company notify all holders Holders of Restricted Shares Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 7 2.3 within six months (or three months for purposes of clause (ii) below for all periods through December 31, 2001) after the effective date of a registration statement filed by the Company (i) covering a firm commitment underwritten public offering in which the holders of Restricted Shares Registrable Securities shall have been entitled to join pursuant to Sections 2.1 and 2.2 or (ii) pursuant to this Section 5 or 6 2.3, in each case in which there shall have been effectively registered all Restricted Shares shares of Registrable Securities as to which registration shall have been requested. There is no limitation on the number of registrations pursuant to this Section 7 2.3 that the Company is obligated to effect.

S-3 Registrations. If at any time (i) the Persons holding Holder Representative, on behalf of Holders beneficially owning at least 2050% of the total number of all outstanding Restricted Registrable Shares on an as-converted to Common Stock basis without regard to any conversion limits (assuming conversion of all shares of Convertible Preferred Stock) request or such Holders directly), requests that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or a any portion of Restricted the Registrable Shares with an aggregate Fair Market Value as of the date of held by such request equal to at least $25,000,000Holders, or, if the aggregate Restricted Shares have an aggregate Fair Market Value of less than $25,000,000, all of the remaining Restricted Shares and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Registrable Shares specified in such notice. Whenever the Company is required by this Section 7 4 to use its best efforts to effect the registration of Restricted Registrable Shares, each of the procedures and requirements of Section 5 2 (including but not limited to the requirement that the Company notify all holders of Restricted Shares Holders from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registrationregistration or offering in connection therewith. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 7 4 within three six months after the effective date of a registration statement filed by the Company or the occurrence of a “shelf take-down” under a then-effective registration statement covering a firm commitment underwritten public offering in which the holders Holders of Restricted Registrable Shares shall have been entitled to join pursuant to Section 5 2 or 6 3 in which there shall have been effectively registered or sold, as the case may be, all Restricted Registrable Shares as to which registration shall have been requestedrequested pursuant to which any “lock-up” restrictions have been imposed on the Company prohibiting such registration (provided, that the Company shall use its best efforts to achieve a shorter period or have such restrictions released in less than six months). There is no limitation on the number of registrations pursuant to this Section 7 4 that the Company is obligated to effect.