Common use of Effective Registration and Expenses Clause in Contracts

Effective Registration and Expenses. A registration will not count as a Demand Registration or a Demand Shelf Registration until it has become effective unless (i) prior to such effective time the Requesting Holders withdraw all their Registrable Securities for any reason other than (A) the inability or unreasonable delay of the Corporation in having such registration statement become effective or (B) the disclosure of material adverse information regarding the Corporation that was not known by such Requesting Holders at the time the request for such Demand Registration or Demand Shelf Registration was made and (ii) the Requesting Holders elect not to pay all the Corporation's out-of-pocket Registration Expenses in connection with such withdrawn registration. If, after such registration has become effective but prior to the sale of all Registrable Securities covered thereby, an offering of Registrable Securities 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 not count as a Demand Registration or Demand Shelf Registration. Notwithstanding the foregoing if Registrable Securities requested to be registered by a Group A Demand Holder or Group B Demand Holder, as the case may be, are excluded from such Demand Registration as a result of the application of Section 2(d) below, the Group A Holders or Group B Holders, as the case may be, shall have the right to one additiona Demand Registration with respect to their Registrable Securities.

Effective Registration and Expenses. A registration will not count as a Demand Registration or a Demand Shelf Registration until it has become effective (unless the Requesting Holders withdraw their Demand Request, in which case such demand will count as a Demand Registration unless (i) prior to such effective time the Requesting Holders withdraw pay all their Registrable Securities for any reason other than Registration Expenses in connection with such withdrawn registration, (Aii) during the inability or unreasonable delay of the Corporation in having such registration statement become effective or (B) the disclosure of process material adverse information regarding the Corporation Company is disclosed that was not known by such Requesting Holders at the time the request for such Demand Registration or Demand Shelf Registration was made and or (iiiii) the Requesting Holders elect Company has not complied in all material respects with its obligations hereunder required to pay all the Corporation's out-of-pocket Registration Expenses in connection with have been taken prior to such withdrawn registration. Ifwithdrawal); provided that if, after such registration it has become effective but prior to the sale of all Registrable Securities covered therebyeffective, an offering of Registrable Securities 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. Furthermore, a registration will not count as a Demand Registration if the conditions to closing specified in the purchase agreement or Demand Shelf Registration. Notwithstanding the foregoing if Registrable Securities requested to be registered underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some act, misrepresentation or omission by a Group A Demand Requesting Holder and are not waived by the purchasers or Group B Demand Holder, as the case may be, are excluded from such Demand Registration as a result of the application of Section 2(d) below, the Group A Holders or Group B Holders, as the case may be, shall have the right to one additiona Demand Registration with respect to their Registrable Securitiesunderwriters.

Effective Registration and Expenses. Upon receipt of a written request for a Demand Registration, the Company will (i) take appropriate action, on a reasonable, timely basis and in any event within sixty (60) days of such request, to prepare and file a Registration Statement covering the shares requested to be included in such Demand Registration subject to Section 4.1(e) and (ii) use its reasonable best efforts to cause each Demand Registration to become effective under the Securities Act. A registration will not count as a Demand Registration or (i) unless a Registration Statement with respect thereto has become effective (unless the Rights Holders whose Registrable Securities are included in such Demand Registration ("Selling Demand Holders") withdraw their shares of Registrable Securities requested to be included in the Demand Registration so that less than a Registrable Amount of shares remains subject to such Demand Registration, in which case such demand shall count as a Demand Shelf Registration until unless the Selling Demand Holders agree to pay all Registration Expenses), (ii) if after it has become effective unless (i) prior to effective, such effective time the Requesting Holders withdraw all their Registrable Securities for any reason other than (A) the inability or unreasonable delay of the Corporation in having such registration statement become effective or (B) the disclosure of material adverse information regarding the Corporation that was not known by such Requesting Holders at the time the request for such Demand Registration or Demand Shelf Registration was made and (ii) the Requesting Holders elect not to pay all the Corporation's out-of-pocket Registration Expenses in connection with such withdrawn registration. If, after such registration has become effective but prior to the sale of all Registrable Securities covered thereby, an offering of Registrable Securities pursuant to a registration is interfered with by any stop order, injunction or other order or requirement of the SEC Commission or other governmental agency or courtcourt for any reason not attributable to the Selling Demand Holders and has not thereafter become effective, or (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than by reason of a failure on the part of the Selling Demand Holders. Except as set forth above, the Company will not count as a Demand pay all Registration or Demand Shelf Registration. Notwithstanding the foregoing if Registrable Securities requested to be registered by a Group A Demand Holder or Group B Demand Holder, as the case may be, are excluded from such Expenses in connection with any Demand Registration as a result of the application of set forth in Section 2(d) below4.3, the Group A Holders whether or Group B Holders, as the case may be, shall have the right to one additiona Demand Registration with respect to their Registrable Securitiesnot it becomes effective.

Effective Registration and Expenses. At the request of the Holders of at least a majority of the Registrable Securities, Offshore shall use all reasonable efforts to keep any Demand Registration Statement continuously effective in order to permit the prospectus forming part thereof to be usable by the Holders for a period ending one year from the effective time of such Registration Statement, or for such shorter period that will terminate when all shares covered by the Registration Statement have been sold pursuant to such Demand Registration Statement or otherwise or cease to be outstanding. The offer and sale under any such Demand Registration Statement or the obligation of Offshore to file the Demand Registration Statement and to maintain its effectiveness may be suspended for one or more periods of time not exceeding 45 calendar days in the aggregate with respect to such Demand Registration Statement if the Board of Directors of Offshore shall have determined that the offering and sales under the Demand Registration Statement, the filing of such Demand Registration Statement or the maintenance of its effectiveness would require disclosure of or would interfere in any material respect with any material financing, acquisition, merger or other transaction involving Offshore or any of its subsidiaries or would otherwise require disclosure of nonpublic information that would materially and adversely affect Offshore. A registration will not count as a Demand Registration or a Demand Shelf Registration until it has become effective and, with respect to a shelf registration, unless (i) prior to such effective time the Requesting Holders withdraw all their Registrable Securities for any reason other than (A) the inability or unreasonable delay of the Corporation in having such registration statement remains effective for the period requested not to exceed one year; provided, however, that if a registration does not become effective solely because of any act or (B) omission on the disclosure part of material adverse information regarding the Corporation that was not known by such Requesting Holders at the time the request for such Demand Registration or Demand Shelf Registration was made and (ii) the Requesting Holders elect not to pay all the Corporation's out-of-pocket Registration Expenses in connection with such withdrawn registration. If, after such registration has become effective but prior to the sale of all Registrable Securities covered thereby, an offering of Registrable Securities 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 courtHolder, such registration will not shall nevertheless count as a Demand Registration or Demand Shelf Registration. Notwithstanding the foregoing if Registrable Securities requested to be registered by a Group A Demand Holder or Group B Demand Holder, as the case may be, are excluded from such Demand Registration In any registration initiated as a result of Demand Registration, Offshore will pay all the application of Registration Expenses (as defined in Section 2(d)) below, the Group A Holders or Group B Holders, as the case may be, shall have the right to one additiona Demand Registration with respect to their Registrable Securitiesin connection therewith.