Common use of Conditions to Required Registration Clause in Contracts

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. Issuer shall use its all reasonable best efforts to cause each registration statement referred to in Section 10(a) above of this Agreement 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; effective, provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 10(a) above of this Agreement for a period not exceeding 90 180 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: hereof: (i) prior Prior to the earlier earliest of (aA) termination of the Merger Agreement pursuant to Article VII thereof VI thereof, (B) failure to obtain the requisite stockholder approval pursuant to Section 6.1(b) of the Merger Agreement, and (bC) a Purchase Event or a Preliminary Purchase Event; ; (ii) on On more than three occasions; one occasion during any calendar year; (iii) within Within 90 days after the effective date of a registration referred to in Section 10(b) above of this Agreement pursuant to which the Selling Stockholder Shareholder or Selling Stockholders Shareholders concerned were afforded the opportunity to register all such shares under the Securities Act and such shares were registered to the extent as requested; and

Conditions to Required Registration. Issuer shall use its all reasonable best efforts to cause each registration statement referred to in Section 10(asubparagraph (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; effective, 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(asubparagraph (a) above: (i) prior to the earlier earliest of (a) termination of the Merger Agreement pursuant to Article VII thereof Agreement, and (b) a Purchase Event or a Preliminary Purchase Event; (ii) on more than three occasions;once during any calendar year; and (iii) within 90 days after the effective date of a registration referred to in Section 10(bsubparagraph (b) above pursuant to which the Selling Stockholder holder or Selling Stockholders holders of the Option Shares concerned were afforded the opportunity to register all such shares under the Securities Act and such shares were registered as requested. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of 270 days 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 requested; andnecessary 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. Issuer shall use its all reasonable best efforts to cause each registration statement referred to in Section 10(asubparagraph (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; providedeffective, howeverPROVIDED, HOWEVER, that Issuer may delay any registration of Option Shares required pursuant to Section 10(asubparagraph (a) above for a period not exceeding 90 180 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(asubsection (a) above: (i) prior to the earlier earliest of (a) termination of the Merger Agreement Plan pursuant to Article VII thereof and thereof, (b) failure to obtain the requisite stockholder approval pursuant to Section 6.1.(A) of the Plan, and (c) a Purchase Event or a Preliminary Purchase Event; (ii) on more than three occasionsone occasion during any calendar year; (iii) within 90 days after the effective date of a registration referred to in Section 10(bsubsection (b) above pursuant to which the Selling Stockholder Shareholder or Selling Stockholders Shareholders concerned were afforded the opportunity to register all such shares under the Securities Act and such shares were registered to the extent as requested; and (iv) unless a request therefor is made to Issuer by Selling Shareholders that hold 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.