Other Registration. Notwithstanding the provisions of this Agreement to the contrary, if the Company is not S-3 Eligible after August 1, 2002, as a result of any action or omission by the Company after such date, the Holder Notice may request any registration requested under Section 2.1(a) be effected on Form S-1 (or any applicable successor form). Other than the requirement that registrations requested under Section 2.1(a) be effected on Form S-3, any such registration effected pursuant to this paragraph shall be subject to the same agreements regarding restrictions on public sales or distributions set forth in Section 2.1.
Other Registration. No registration of Eligible Securities effected under this Article II shall relieve the Company of its obligation (if any) to effect registration of other Eligible Securities pursuant to Article III.
Other Registration. Each time the Company proposes to register on its own behalf any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction, a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, a registration in which the only Common Shares being registered is Common Shares issuable upon conversion of debt securities which are also being registered, or a Registration Statement on Form S-4 or other Registration Statement filed in connection with any acquisition by the Company or any of its Subsidiaries), the Company shall, at such time, promptly deliver to each Shareholder holding Registrable Securities written notice of such registration (which notice shall not be given less than five (5) days prior to the effective date of the Company’s registration statement). Upon the written request of any Shareholder holding Registrable Securities given within two (2) Business Days after receipt of such notice by such Shareholder indicating the number of shares of Registrable Securities desired to be registered, the Company shall, subject to the provisions of Section 4.03, cause to be registered under the Securities Act all of the Registrable Securities that such Shareholder has requested to be registered (an “Incidental Registration”). Each Shareholder selling securities pursuant to this Section 4.02 shall have the right to withdraw such request for inclusion of Registrable Securities in any registration statement pursuant to this Section 4.02 by delivering written notice of such withdrawal to the Company. In addition, the Company or any selling Shareholder shall have the right to postpone, terminate or withdraw any registration initiated by it under this Section 4.02 prior to the effectiveness of such registration whether or not any Shareholder has elected to include securities in such registration.
Other Registration. If at any time or from time to time a new Registration Statement is necessary or appropriate to afford the Holders the rights and benefits intended to be provided to them by this Agreement, the Company shall, upon request of any Holder, promptly prepare on the appropriate SEC form, file with the SEC, and use its best efforts to obtain and maintain effectiveness of, a new Registration Statement to the same extent as any other Registration Statement provided for in this Agreement.
Other Registration. If the Company has previously filed a Registration Statement with respect to the Warrant Shares pursuant to Section 14(a), Section 14(b) or Section 14(d), and if such registration has not been withdrawn or abandoned, the Company shall not be obligated to cause to become effective any other registration of any holder or holders of such securities, until a period of at least one hundred and eighty (180) calendar days from the effective date of such previous registration.
Other Registration. The Company hereby agrees to use its reasonable best efforts on one occasion to file and thereafter to be declared effective prior to January 1, 2004 a registration statement with the Commission to permit the Registrable Stock to be resold to the public in any permissible transaction (i.e., market, privately negotiated, underwritten or dealer transaction), subject to the last paragraph of Section 3(h) hereof, on a continuous basis after the effective date of such registration statement pursuant to Rule 415 of the Securities Act, subject to the Lock-up provisions of Section 5 hereof; and provided that a registration shall not count for purposes of determining the Company's fulfillment of its obligations under this Section 2(c) until the Company has caused the registration statement filed pursuant to this Section 2(c) to be declared effective. The Company shall be entitled to include in any registration statement referred to in this Section 2(c): (i) any shares of Company Common Stock to be sold by the Company for its own account, (ii) any shares of the Private Placement Common Stock, (iii) any shares of Common Stock underlying the warrants referenced in Section 5(t) of the Stock Purchase Agreement, and (iv) any shares of Common Stock issued to sellers in connection with the Company's acquisitions of assets or capital stock of other businesses (so long as the inclusion of such sellers' Common Stock does not cause a delay in obtaining the effectiveness of the registration statement). If such registration statement includes shares of Company Common Stock for its own account, then such registration shall nevertheless be deemed to be a registration in accordance with and pursuant to Section 2(a) hereof.
Other Registration. If and whenever the Company is required to use its best efforts to effect the registration under the Securities Act of any Registrable Securities pursuant to Section 2 or 3, and if such registration shall not have been withdrawn or abandoned, the Company shall not be obligated to and shall not file any Registration Statement with respect to any of its securities (including Registrable Securities) under the Securities Act (other than a Special Registration), whether of its own accord or at the request or demand of any holder or holders of such securities, until a period of 180 days shall have elapsed from the effective date of such previous registration, PROVIDED that the Company shall not be excused from filing a Registration Statement by virtue of this Section 8 more than once in a 360 day period.
Other Registration. If: (i) the Company has previously filed a registration statement with respect to any Registrable Shares pursuant to Section 1(a) or 2(b) and (ii) such previous registration has not been withdrawn or abandoned, the Company shall not file or cause to be effective any other registration of any its equity securities of securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8 or S-4 or any successor form), whether on its own behalf or as the request of any holder of such securities, until a period of at least three (3) months has elapsed from the effective date of such previous registration.
Other Registration. If: (i) IMS has previously filed a registration statement with respect to any Registerable Shares pursuant to Section 4.8.1(a) or 4.8.2(b) and (ii) such previous registration has not been withdrawn or abandoned, IMS shall not file or cause to be effective any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8 or S-4 or any successor form), whether on its own behalf or at the request of any holder of such securities, until a period of at least three (e) months has elapsed from the effective date of such previous registration.
Other Registration. If VLT shall at any time propose to file a registration statement (on its own behalf or on behalf of any selling stockholders) under the 1933 Act for an offering of shares of its capital stock (or securities convertible into or representing the right to purchase or otherwise acquire such capital stock) for cash, VLT shall give written notice as promptly as practicable of such registration statement to EDS and will use all reasonable efforts to include such Subject Securities owned by EDS or Covered Transferees in such offering as EDS shall request within 20 days after receipt of such notice from VLT; provided, however, that VLT shall not be required to include such F-2 66 Subject Securities in any such registration statement if it relates solely to capital stock to be issued pursuant to a stock option or other employee benefit plan, an exchange offer, a merger or consolidation with another corporation or an acquisition of assets. EDS shall have the right to demand inclusion of Subject Securities pursuant to this Section 1(b) two times; provided, that if an offering is not completed or if EDS withdraws from the offering after being advised by VLT's investment bankers that a reduction in the number of Subject Securities that EDS requested be included in the offering is reasonably necessary (as provided in Section 1(e)), then a demand for inclusion in such offering shall not be counted as a demand permitted by this Section 1(b). VLT's obligations under this Section 1(b) shall be subject to any contractual right, in existence as of the date hereof, of other stockholders not party to this Agreement to have their Common Shares included in a registration statement prepared by VLT.
