Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in Section 9(a) to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a) for a period not exceeding 90 days if Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):
(i) prior to the earliest of (A) termination of the Plan pursuant to Article VII thereof, and (B) a Purchase Event or a Preliminary Purchase Event;
(ii) on more than one occasion during any calendar year and on more than two occasions in total;
(iii) within 90 days after the effective date of a registration referred to in Section 9(b) pursuant to which the Holder or Holders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and
(iv) unless a request therefor is made to Issuer by the Holder or Holders of at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.
Conditions to Required Registration. Issuer shall use its reasonable best efforts to cause each registration statement referred to in Section 10(a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective as may be reasonably necessary to effect such sale or other disposition; provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 10(a) above for a period not exceeding 90 days provided Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer or would require disclosure of nonpublic information that would materially and adversely affect Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 10(a) above:
(i) prior to the earlier of (a) termination of the Merger Agreement pursuant to Article VII thereof and (b) a Purchase Event;
(ii) on more than three occasions;
(iii) within 90 days after the effective date of a registration referred to in Section 10(b) above pursuant to which the Selling Stockholder or Selling Stockholders concerned were afforded the opportunity to register all such shares under the Securities Act and shares were registered to the extent requested; and
Conditions to Required Registration. Company shall use all reasonable efforts to cause each registration statement referred to in Section 8(a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Company may delay any registration of Option Shares required pursuant to Section 8(a) above for a period not exceeding ninety (90) days provided Company shall in good faith determine that any such registration would adversely affect Company (provided that this right may not be exercised more than once during any twelve month period). In addition, Company shall not be required to maintain the effectiveness of any registration statement after the expiration of six (6) months from the effective date of such registration statement. Company shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares; provided, however, that Company shall not be required to consent to general jurisdiction or qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.
Conditions to Required Registration. The Company shall not be required to register or effect any registration of Underlying Shares or Conversion Shares under the Securities Act pursuant to Section 8.03:
(a) [Intentionally Left Blank];
(b) unless at least 120 days shall have elapsed after a registration of other shares in which the holders of the Series A Preferred Stock or Underlying Shares or Conversion Shares could participate pursuant to Section 8.05;
(c) unless the request therefor is to register not less than 33% of the aggregate number of Underlying Shares and Conversion Shares not theretofore registered pursuant to Section 8.03 or Section 8.05;
(d) so long as the Company has not afforded the right to any other security holders to require registration (other than pursuant to Form S-3 promulgated under the Securities Act, or any successor form that is intended for implementation of the so-called "short form" registration process under the Securities Act (collectively, "FORM S-3") or Form S-4 or Form S-8, in each case promulgated under the Securities Act, or any respective successor form), unless the registration can be effected on Form S-3;
(e) at any time prior to the Initial Public Offering of the Company unless, prior to the Initial Public Offering, the Company has agreed, for the benefit of any other holder of Securities of the Company, to register for public distribution any Security of the Company;
(f) at any time more than five (5) years subsequent to the Qualified Initial Public Offering; and
(g) unless the Company shall have been consulted in good faith regarding who the managing underwriter shall be for any underwritten public offering, PROVIDED, in any event, that the holders of the Series A Preferred Stock and Conversion Shares requesting registration shall have the right, in their sole discretion, to choose the managing underwriter. In addition to and not in limitation of the foregoing restrictions, in connection with the Initial Public Offering, each holder of Underlying Shares or Conversion Shares shall enter into a reasonably customary form of lock-up agreement with respect to the public distribution of its Underlying Shares or Conversion Shares, PROVIDED, that such lock-up agreement shall be no more restrictive than any lock-up agreement entered into by Xxxxxx Xxxxx or any member of the Board of Directors of Matador (other than directors elected by the holders of the Series A Preferred Stock) in connection with the Initial Public Offering and such lock-up agreement shall...
Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in subparagraph (a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective until the completion of Grantee's sale of all shares or other securities covered by such registration statement, PROVIDED, HOWEVER, Issuer shall not be required to register Option Shares under the Securities Act pursuant to subparagraph (a) above:
(i) prior to a Purchase Event;
(ii) on more than two occasions; and
(iii) within 90 days after the effective date of a registration referred to in subparagraph (b) above pursuant to which the holder or holders of the Option Shares concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares.
Conditions to Required Registration. Company shall not be required to register or effect any registration or qualification of Underlying Shares and/or Restricted Shares pursuant to SECTION 7.3:
(a) more than one (1) time, PROVIDED that no registration shall be included as a required registration pursuant to this SECTION 7.4(a) until such time, if any, as the registration statement filed in connection therewith shall be declared effective and remain effective until such time as all Shares (and Underlying Shares, as applicable) have been sold under such registration statement or may be freely sold in the public market without registration in reliance upon Rule 144(k) and unless the Holders requesting such registration are able to include in such registration all of the Underlying Shares and/or Restricted Shares that they initially requested to be included;
(b) unless there shall have elapsed after a previous registration of Underlying Shares and/or Restricted Shares pursuant to SECTION 7.3 or a registration of other shares in which the Holders of the Underlying Shares or Restricted Shares could participate pursuant to SECTION 7.5 a period of 90 days or such longer period, not to exceed 180 days, as the managing underwriter in any such registration shall have determined to be necessary or desirable in light of then current market conditions; and
(c) unless the request therefor is to register not less than 30% of the aggregate number of Underlying Shares and Restricted Shares not theretofore registered pursuant to Section 7.3 or Section 7.5.
Conditions to Required Registration. 12 Section 7.5 Incidental Registrations...........................12 Section 7.6
Conditions to Required Registration. The Company shall not be required to register Registrable Shares under the Securities Act pursuant to SS.2.3:
(a) on more than five occasions;
(b) within 90 days after the effective date of a registration referred to in SS.
Conditions to Required Registration. 12 Section 10.6.
Conditions to Required Registration. The Company may delay (on a one-time basis for any single registration) any registration or qualification of Underlying Shares or Restricted Stock required pursuant to Section 10.4 for a period not exceeding 90 days provided the Company shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other Securities by the Company or would otherwise be materially detrimental to the Company or its shareholders and, in any event, the Company shall not be required to register, qualify or file or to use its best efforts to effect any registration, qualification or exemption of the Underlying Shares or Restricted Stock under the Securities Act or any applicable State securities law or regulation pursuant to Section 10.4 above:
(a) before the first to occur of (i) a Permitted Exercise Event or (ii) January 2, 2005;
(b) on more than three occasions (it being acknowledged and agreed that in the event less than all of the shares requested to be registered pursuant to Section 10.4 are so registered, the holders shall not be deemed to have used any of the three demand registration rights hereunder); and
(c) unless a request therefor is made to the Company by the holders of at least 25% of the aggregate number of the Underlying Shares and shares of Restricted Stock. In the event that either the holders of the Underlying Shares or Restricted Stock to be registered, or the Company, determines that an underwritten offering is necessary to effectuate the distribution of the Underlying Shares or Restricted Stock, the lead underwriter shall be selected by the Company and shall be reasonably acceptable to the holders whose Underlying Shares or Restricted Stock are covered by the subject registration.
