Effective Registration and Expenses. A registration will not count as a Demand Registration until it has become effective; provided, that if, after it has become effective, an offering of Registrable Shares pursuant to a registration is interfered with by any stop order, injunction, or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have been effected and will not count as a Demand Registration. Subject to the following sentence, in the event that a Demand Request is made by WIC or the Purchaser Representative that is subsequently withdrawn by such persons, all Registration Expenses incurred in connection therewith shall be borne by Purchaser and such withdrawn Demand Request shall not be counted as a Demand Registration in determining the number of Demand Registrations to which Purchaser is entitled pursuant to subsection (a) of this Section 3.1. In the event that a Demand Request is made by WIC or the Purchaser Representative that is subsequently withdrawn by such persons, all Registration Expenses shall be borne by the Company if (i) the Company has not performed its obligations hereunder in all material respects or (ii) there has been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to have a Material Adverse Effect; and in such case a withdrawn Demand Request shall not be counted as a Demand Registration in determining the number of Demand Registrations to which Purchaser is entitled pursuant to subsection (a) of this Section 3.1.
Appears in 5 contracts
Samples: Stockholder Agreement (Wiser Investors Lp), Stockholder Agreement (Wiser Investment Co LLC), Stock Purchase Agreement (Wiser Oil Co)
Effective Registration and Expenses. A registration will not count as a Demand Registration until it has become effectiveeffective (unless the Requesting Holders withdraw their Demand Request, in which case such demand will count as a Demand Registration unless (i) the Requesting Holders pay all Registration Expenses in connection with such withdrawn registration, (ii) during the registration process material adverse information regarding the Company is disclosed that was not known by such Requesting Holders at the time the request for such Demand Registration was made or (iii) the Company has not complied in all material respects with its obligations hereunder required to have been taken prior to such withdrawal); provided, provided that if, after it has become effective, an offering of Registrable Shares Securities pursuant to a registration is interfered with by any stop order, injunction, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have been effected and will not count as a Demand Registration. Subject to the following sentenceFurthermore, in the event that a Demand Request is made by WIC or the Purchaser Representative that is subsequently withdrawn by such persons, all Registration Expenses incurred in connection therewith shall be borne by Purchaser and such withdrawn Demand Request shall registration will not be counted count as a Demand Registration if the conditions to closing specified in determining the number purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of Demand Registrations to which Purchaser is entitled pursuant to subsection (a) of this Section 3.1. In the event that some act, misrepresentation or omission by a Demand Request is made by WIC or the Purchaser Representative that is subsequently withdrawn by such persons, all Registration Expenses shall be borne Requesting Holder and are not waived by the Company if (i) the Company has not performed its obligations hereunder in all material respects purchasers or (ii) there has been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to have a Material Adverse Effect; and in such case a withdrawn Demand Request shall not be counted as a Demand Registration in determining the number of Demand Registrations to which Purchaser is entitled pursuant to subsection (a) of this Section 3.1underwriters.
Appears in 1 contract
Samples: Registration Rights Agreement (Complete Production Services, Inc.)
Effective Registration and Expenses. A Demand Registration shall not be deemed to have been effected pursuant to Section 2(a) hereof until it has become effective and the period of distribution of the registration will contemplated thereby has been completed; provided, however, that if a registration does not become effective solely because of any act or omission on the part of any Purchaser, such registration shall nevertheless count as a Demand Registration until it and provided further that if after any such registration statement has become effective; provided, that if, after it has become been declared or becomes effective, an offering the Company, upon the request of the Purchasers, causes the effectiveness thereof to lapse prior to the completion of the period of distribution originally contemplated, such lapsed registration shall be deemed a completed Demand Registration unless such request by the Purchasers is directly related to a material adverse change to the Company or its business which (i) in the good faith determination of the Purchasers is likely to materially and adversely affect the ability of the Purchasers to sell the Registrable Shares Securities pursuant to a registration is interfered with such Registration Statement or (ii) was known, but not disclosed to the Purchasers, by any stop order, injunction, or other order or requirement the Company prior to the effectiveness of the SEC or other governmental agency or court, such registration will be deemed not to have been effected and will not count statement. In any registration initiated as a Demand Registration. Subject to , the following sentence, in the event that a Demand Request is made by WIC or the Purchaser Representative that is subsequently withdrawn by such persons, Company will pay all Registration Expenses incurred (as hereinafter defined) in connection therewith shall be borne by Purchaser and therewith, whether or not such withdrawn Demand Request shall not be counted as a Demand Registration in determining the number of Demand Registrations to which Purchaser is entitled pursuant to subsection (a) of this Section 3.1. In the event that a Demand Request is made by WIC or the Purchaser Representative that is subsequently withdrawn by such persons, all Registration Expenses shall be borne by the Company if (i) the Company has not performed its obligations hereunder in all material respects or (ii) there has been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to have a Material Adverse Effect; and in such case a withdrawn Demand Request shall not be counted as a Demand Registration in determining the number of Demand Registrations to which Purchaser is entitled pursuant to subsection (a) of this Section 3.1registration becomes effective.
Appears in 1 contract
Samples: Registration Rights Agreement (Cybershop International Inc)