Common use of Conditions Relating to Registration and Offer of Registrable Securities Clause in Contracts

Conditions Relating to Registration and Offer of Registrable Securities. (a) Subject to paragraph (b) of this Section 5.3, the registration rights of the holders pursuant to this Agreement and the ability to offer and sell Registrable Securities pursuant to a registration statement are subject to the following conditions and limitations, and each holder agrees with the Company that: (i) If the Company determines in its good faith judgment that the filing of a registration statement under Section 5.1 or Section 5.2 hereof or the use of any prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company's ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the holders to offer, sell or distribute any securities pursuant to the registration statement or to require the Company to take action with respect to the registration or sale of any securities pursuant to the registration statement (including any action contemplated by Section 5.4 hereof) will for up to 60 days in any 12 month period be suspended until the date upon which the Company notifies the holders in writing that suspension of such rights for the grounds set forth in this Section 5.3(a)(i) is no longer necessary. (ii) If all reports required to be filed by the Company pursuant to the Securities Exchange Act of 1934, as amended ("EXCHANGE ACT"), have not been filed by the required date without regard to any extension, or if consummation of any business combination by the Company has occurred or is probable for purposes of Rule 3-05 or Article 11 of Regulation S-X under the Securities Act, upon written notice thereof by the Company to the holders, the rights of the holders to offer, sell or distribute any securities pursuant to the registration statement or to require the Company to take action with respect to the registration or sale of any securities pursuant to the registration statement (including any action contemplated by Section 5.4 hereof) will for up to 60 days in any 12 month period be suspended until the date upon which the Company has filed such reports or obtained the financial information required by Rule 3-05 or Article 11 of Regulation S-X to be included in the registration statement. (iii) In the case of the registration of any underwritten primary equity offering initiated by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (A) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or (B) a dividend reinvestment plan), each holder agrees, if requested in writing by the managing underwriter or underwriters administering such offering, not to effect any offer, sale or distribution of securities (or any option or right to acquire securities) during the period commencing on the 10th day prior to the effective date of the registration statement covering such underwritten primary equity offering and ending on the date specified by such managing underwriter in such written request to such holder, which period may be of a duration of 90 days or more. (iv) In the event that the Company plans to repurchase or bid for securities of the Company in the open market, on a private solicited basis or otherwise, and the Company determines, in its reasonable good faith judgment and based upon the advice of counsel to the Company (which counsel shall be experienced in securities laws matters), that any such repurchase or bid may not, under Rule lOb-6 under the Exchange Act, or any successor or similar rule ("RULE 10b-6"), be commenced or consummated due to the existence or the possible commencement of a "DISTRIBUTION" (within the meaning of Rule lOb-6) as a result of any offers or sales by holders of any Registrable Securities, as the case may be, under any registration statement filed pursuant to this Agreement, the Company shall be entitled, for a period of 90 days or more, to request that holders of Registrable Securities, to suspend or postpone such distribution pursuant to such registration statement (a "10b-6 ELECTION"). The Company shall, as promptly as practicable, give such holder or holders written notice of such 10b-6 Election, stating the basis for the Company's determination. As promptly as practicable following the determination by the Company that the holders or holders may commence or recommence their distribution pursuant to the registration statement without causing the Company to be in violation of Rule l0b-6, the Company shall give such holder or holders written notice of such determination. (b) Notwithstanding the provisions of Section 5.3(a) above, the aggregate number of days (whether or not consecutive) during which the Company may delay the effectiveness of a registration statement or prevent offerings, sales or distribution by the holders thereunder pursuant to Section 5.3(a) shall in no event exceed 180 days during any 12-month period. (c) The Company may require each selling holder of REGISTRABLE Securities, as a condition to the inclusion of the Registrable Securities of such selling holder in the registration statement or in any offering thereunder, as the case may be, to furnish to the Company such information regarding the holder and the distribution of such securities as the Company may from time to time reasonably request (which request shall be confirmed in writing if requested by the Company) in order to comply with applicable law and such other information as may be legally required in connection with such registration or offering, and the holder shall promptly provide such information and a written consent to the inclusion of such information in the registration statement or any prospectus or supplement thereto; PROVIDED that the failure of any holder to provide such information to the Company shall not in any way affect the obligations of the Company hereunder with respect to any other holder.

Conditions Relating to Registration and Offer of Registrable Securities. (a) Subject to paragraph (b) of this Section 5.35.2, the registration rights of the holders pursuant to this Agreement and the ability to offer and sell Registrable Securities pursuant to a the shelf registration statement are subject to the following conditions and limitations, and each holder agrees with the Company that: (i) If the Company determines in its good faith judgment that the filing of a the shelf registration statement under Section 5.1 or Section 5.2 hereof or the use of any prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company's ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the holders to offer, sell or distribute any securities pursuant to the shelf registration statement or to require the Company to take action with respect to the registration or sale of any securities pursuant to the shelf registration statement (including any action contemplated by Section 5.4 5.3 hereof) will for up to 60 sixty days in any 12 twelve month period be suspended until the date upon which the Company notifies the holders in writing that suspension of such rights for the grounds set forth in this Section 5.3(a)(i5.2(a)(i) is no longer necessary. (ii) If all reports required to be filed by the Company pursuant to the Securities Exchange Act of 1934, as amended ("EXCHANGE ACTExchange Act"), ) have not been filed by the required date without regard to any extension, or if consummation of any business combination by the Company has occurred or is probable for purposes of Rule 3-05 or Article 11 of Regulation S-X under the Securities Act, upon written notice thereof by the Company to the holders, the rights of the holders to offer, sell or distribute any securities pursuant to the shelf registration statement or to require the Company to take action with respect to the registration or sale of any securities pursuant to the shelf registration statement (including any action contemplated by Section 5.4 5.3 hereof) will for up to 60 sixty days in any 12 twelve month period be suspended until the date upon which the Company has filed such reports or obtained the financial information required by Rule 3-05 or Article 11 of Regulation S-X to be included in the shelf registration statement.. 8 (iii) In the case of the registration of any underwritten primary equity offering initiated by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (A) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or (B) a dividend reinvestment plan), each holder agrees, if requested in writing by the managing underwriter or underwriters administering such offering, not to effect any offer, sale or distribution of securities (or any option or right to acquire securities) during the period commencing on the 10th day prior to the effective date of the registration statement covering such underwritten primary equity offering and ending on the date specified by such managing underwriter in such written request to such holder, which period may be of a duration of 90 ninety days or more. (iv) In the event that the Company plans to repurchase or bid for securities of the Company in the open market, on a private solicited basis or otherwise, and the Company determines, in its reasonable good faith judgment and based upon the advice of counsel to the Company (which counsel shall be experienced in securities laws matters), that any such repurchase or bid may not, under Rule lOb-6 10b-6 under the Exchange Act, or any successor or similar rule ("RULE Rule 10b-6"), be commenced or consummated due to the existence or the possible commencement of a "DISTRIBUTIONdistribution" (within the meaning of Rule lOb-610b-6) as a result of any offers or sales by holders of any Registrable Securities, as the case may be, under any registration statement filed pursuant to this Agreement, the Company shall be entitled, for a period of 90 ninety days or more, to request that holders of Registrable Securities, to suspend or postpone such distribution pursuant to such registration statement (a "10b-6 ELECTIONElection"). The Company shall, as promptly as practicable, give such holder or holders written notice of such 10b-6 Election, stating the basis for the Company's determination. As promptly as practicable following the determination by the Company that the holders or holders may commence or recommence their distribution pursuant to the registration statement without causing the Company to be in violation of Rule l0b-610b-6, the Company shall give such holder or holders written notice of such determination. (b) Notwithstanding the provisions of Section 5.3(a5.2(a) above, the aggregate number of days (whether or not consecutive) during which the Company may delay the effectiveness of a the shelf registration statement or prevent offerings, sales or distribution by the holders thereunder pursuant to Section 5.3(a5.2(a) shall in no event exceed 180 one hundred eighty days during any 12-month period. (c) The Company may require each selling holder of REGISTRABLE Registrable Securities, as a condition to the inclusion of the Registrable Securities of such selling holder in the shelf registration statement or in any offering thereunder, as the case may be, to furnish to the Company such information regarding the holder and the distribution of such securities as the Company may from time to time reasonably request (which request shall be confirmed in writing 9 if requested by the Company) in order to comply with applicable law and such other information as may be legally required in connection with such registration or offering, and the holder shall promptly provide such information and a written consent to the inclusion of such information in the registration statement or any prospectus or supplement thereto; PROVIDED provided that the failure of any holder to provide such information to the Company shall not in any way affect the obligations of the Company hereunder with respect to any other holder.

Conditions Relating to Registration and Offer of Registrable Securities. (a) Subject to paragraph (b) of this Section 5.3, the registration rights of the holders pursuant to this Agreement and the ability to offer and sell Registrable Securities pursuant to a registration statement are subject to the following conditions and limitations, and each holder agrees with the Company that: (i) If the Company determines in its good faith judgment that the filing of a registration statement under Section 5.1 or Section 5.2 hereof or the use of any prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company's ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the holders to offer, sell or distribute any securities pursuant to the registration statement or to require the Company to take action with respect to the registration or sale of any securities pursuant to the registration statement (including any action contemplated by Section 5.4 hereof) will for up to 60 days in any 12 month period be suspended until the date upon which the Company notifies the holders in writing that suspension of such rights for the grounds set forth in this Section 5.3(a)(i) is no longer necessary. (ii) If all reports required to be filed by the Company pursuant to the Securities Exchange Act of 1934, as amended ("EXCHANGE ACTExchange Act"), have not been filed by the required date without regard to any extension, or if consummation of any business combination by the Company has occurred or is probable for purposes of Rule 3-05 or Article 11 of Regulation S-X under the Securities Act, upon written notice thereof by the Company to the holders, the rights of the holders to offer, sell or distribute any securities pursuant to the registration statement or to require the Company to take action with respect to the registration or sale of any securities pursuant to the registration statement (including any action contemplated by Section 5.4 hereof) will for up to 60 days in any 12 month period be suspended until the date upon which the Company has filed such reports or obtained the financial information required by Rule 3-05 or Article 11 of Regulation S-X to be included in the registration statement. (iii) In the case of the registration of any underwritten primary equity offering initiated by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (A) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or (B) a dividend reinvestment plan), each holder agrees, if requested in writing by the managing underwriter or underwriters administering such offering, not to effect any offer, sale or distribution of securities (or any option or right to acquire securities) during the period commencing on the 10th day prior to the effective date of the registration statement covering such underwritten primary equity offering and ending on 10 the date specified by such managing underwriter in such written request to such holder, which period may be of a duration of 90 days or more. (iv) In the event that the Company plans to repurchase or bid for securities of the Company in the open market, on a private solicited basis or otherwise, and the Company determines, in its reasonable good faith judgment and based upon the advice of counsel to the Company (which counsel shall be experienced in securities laws matters), that any such repurchase or bid may not, under Rule lOb-6 10b-6 under the Exchange Act, or any successor or similar rule ("RULE Rule 10b-6"), be commenced or consummated due to the existence or the possible commencement of a "DISTRIBUTIONdistribution" (within the meaning of Rule lOb-610b-6) as a result of any offers or sales by holders of any Registrable Securities, as the case may be, under any registration statement filed pursuant to this Agreement, the Company shall be entitled, for a period of 90 days or more, to request that holders of Registrable Securities, to suspend or postpone such distribution pursuant to such registration statement (a "10b-6 ELECTIONElection"). The Company shall, as promptly as practicable, give such holder or holders written notice of such 10b-6 Election, stating the basis for the Company's determination. As promptly as practicable following the determination by the Company that the holders or holders may commence or recommence their distribution pursuant to the registration statement without causing the Company to be in violation of Rule l0b-610b-6, the Company shall give such holder or holders written notice of such determination. (b) Notwithstanding the provisions of Section 5.3(a) above, the aggregate number of days (whether or not consecutive) during which the Company may delay the effectiveness of a registration statement or prevent offerings, sales or distribution by the holders thereunder pursuant to Section 5.3(a) shall in no event exceed 180 days during any 12-month period. (c) The Company may require each selling holder of REGISTRABLE Registrable Securities, as a condition to the inclusion of the Registrable Securities of such selling holder in the registration statement or in any offering thereunder, as the case may be, to furnish to the Company such information regarding the holder and the distribution of such securities as the Company may from time to time reasonably request (which request shall be confirmed in writing if requested by the Company) in order to comply with applicable law and such other information as may be legally required in connection with such registration or offering, and the holder shall promptly provide such information and a written consent to the inclusion of such information in the registration statement or any prospectus or supplement thereto; PROVIDED provided that the failure of any holder to provide such information to the Company shall not in any way affect the obligations of the Company hereunder with respect to any other holder.. 11

Conditions Relating to Registration and Offer of Registrable Securities. (a) Subject to paragraph (b) of this Section 5.35.2, the registration rights of the holders pursuant to this Agreement and the ability to offer and sell Registrable Securities pursuant to a the shelf registration statement are subject to the following conditions and limitations, and each holder agrees with the Company that: (i) If the Company determines in its good faith judgment that the filing of a the shelf registration statement under Section 5.1 or Section 5.2 hereof or the use of any prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company's ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of the holders to offer, sell or distribute any securities pursuant to the shelf registration statement or to require the Company to take action with respect to the registration or sale of any securities pursuant to the shelf registration statement (including any action contemplated by Section 5.4 5.3 hereof) will for up to 60 sixty days in any 12 twelve month period be suspended until the date upon which the Company notifies the holders in writing that suspension of such rights for the grounds set forth in this Section 5.3(a)(i5.2(a)(i) is no longer necessary. (ii) If all reports required to be filed by the Company pursuant to the Securities Exchange Act of 1934, as amended ("EXCHANGE ACTExchange Act"), ) have not been filed by the required date without regard to any extension, or if consummation of any business combination by the Company has occurred or is probable for purposes of Rule 3-05 or Article 11 of Regulation S-X under the Securities Act, upon written notice thereof by the Company to the holders, the rights of the holders to offer, sell or distribute any securities pursuant to the shelf registration statement or to require the Company to take action with respect to the registration or sale of any securities pursuant to the shelf registration statement (including any action contemplated by Section 5.4 5.3 hereof) will for up to 60 sixty days in any 12 twelve month period be suspended until the date upon which the Company has filed such reports or obtained the financial information required by Rule 3-05 or Article 11 of Regulation S-X to be included in the shelf registration statement. (iii) In the case of the registration of any underwritten primary equity offering initiated by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (A) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or (B) a dividend reinvestment plan), each holder agrees, if requested in writing by the managing underwriter or underwriters administering such offering, not to effect any offer, sale or distribution of securities (or any option or right to acquire securities) during the period commencing on the 10th day prior to the effective date of the registration statement covering such underwritten primary equity offering and ending on the date 8 specified by such managing underwriter in such written request to such holder, which period may be of a duration of 90 ninety days or more. (iv) In the event that the Company plans to repurchase or bid for securities of the Company in the open market, on a private solicited basis or otherwise, and the Company determines, in its reasonable good faith judgment and based upon the advice of counsel to the Company (which counsel shall be experienced in securities laws matters), that any such repurchase or bid may not, under Rule lOb-6 10b-6 under the Exchange Act, or any successor or similar rule ("RULE Rule 10b-6"), be commenced or consummated due to the existence or the possible commencement of a "DISTRIBUTIONdistribution" (within the meaning of Rule lOb-610b-6) as a result of any offers or sales by holders of any Registrable Securities, as the case may be, under any registration statement filed pursuant to this Agreement, the Company shall be entitled, for a period of 90 ninety days or more, to request that holders of Registrable Securities, to suspend or postpone such distribution pursuant to such registration statement (a "10b-6 ELECTIONElection"). The Company shall, as promptly as practicable, give such holder or holders written notice of such 10b-6 Election, stating the basis for the Company's determination. As promptly as practicable following the determination by the Company that the holders or holders may commence or recommence their distribution pursuant to the registration statement without causing the Company to be in violation of Rule l0b-610b-6, the Company shall give such holder or holders written notice of such determination. (b) Notwithstanding the provisions of Section 5.3(a5.2(a) above, the aggregate number of days (whether or not consecutive) during which the Company may delay the effectiveness of a the shelf registration statement or prevent offerings, sales or distribution by the holders thereunder pursuant to Section 5.3(a5.2(a) shall in no event exceed 180 one hundred eighty days during any 12-month period. (c) The Company may require each selling holder of REGISTRABLE Registrable Securities, as a condition to the inclusion of the Registrable Securities of such selling holder in the shelf registration statement or in any offering thereunder, as the case may be, to furnish to the Company such information regarding the holder and the distribution of such securities as the Company may from time to time reasonably request (which request shall be confirmed in writing if requested by the Company) in order to comply with applicable law and such other information as may be legally required in connection with such registration or offering, and the holder shall promptly provide such information and a written consent to the inclusion of such information in the registration statement or any prospectus or supplement thereto; PROVIDED provided that the failure of any holder to provide such information to the Company shall not in any way affect the obligations of the Company hereunder with respect to any other holder.