Effective Registration Statement or Prospectus Clause Samples

Effective Registration Statement or Prospectus. A Registration ---------------------------------------------- requested pursuant to this Section 9.2 shall not be deemed to have been effected unless a registration statement with respect thereto has become effective; provided that a Registration which does not become effective after the Company -------- has filed a registration statement or prospectus with respect thereto solely by reason of the refusal to proceed by the Requisite Holders (other than a refusal to proceed based upon the advice of counsel relating to a matter with respect to the Company or the withdrawal of a request for Registration pursuant to the final proviso of Section 9.2(a)) then the Holders of the Warrant Shares that were to have been registered shall pay all expenses of Registration in connection with such Registration. Notwithstanding the foregoing, a Registration requested pursuant to this Section 9.2 shall not be deemed to have been effected if either (i) after a registration statement has become effective, such Registration is interfered with by any stop order, injunction or other order or requirement of the Commission in the appropriate jurisdiction or other governmental agency or court for any reason; or (ii) the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such Registration are not satisfied, other than by reason of some act or omission by the Holders of the Warrant Shares that were to have been registered.