Common use of Effective Registration Statement; Rescission Clause in Contracts

Effective Registration Statement; Rescission. Registration pursuant to this Section 5.1 shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective, (ii) if 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 or other governmental agency or court for any reason, or (iii) if 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 requesting such registration. A requested Demand Registration under this Section 5.1 may be rescinded by written notice to the Company by the holders requesting such registration; provided, however, that such rescinded registration shall not count as a registration statement initiated pursuant to this Section 5.1 for purposes of Section 5.1(a) above if, notwithstanding Section 5.7 below, such holders shall have reimbursed the Company for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration; provided, further, however, that if at the time of such rescission, the holders requesting such registration have learned of a material adverse change in the condition or business of the Company not known to the holders requesting such registration at the time of their request for such registration and have rescinded their request for registration with reasonable promptness after learning of such material adverse change, then the holders requesting such registration shall not be required to pay any of such expenses.

Effective Registration Statement; Rescission. Registration pursuant to this Section 5.1 shall not be deemed ----------- to have been effected (i) unless a registration statement with respect thereto has become effective, (ii) if after a registration statement it has become effective, such registration is interfered with precluded from effectiveness by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, or (iii) if 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 requesting such registration. A requested Demand Registration under this Section 5.1 may be rescinded by written notice to the Company by the ----------- holders requesting such registration; provided, however, that registration and such rescinded registration shall not count as a registration statement initiated pursuant to this Section 5.1, but if ----------- no event has occurred following the exercise of such Demand Registration right (and prior to such written notice of rescission) which may cause a material reduction in the Fair Market Value of the Company and the demanded registration was a Long-form Registration, then in order for such rescinded registration not to count as a registration statement initiated pursuant to this Section 5.1 for purposes of Section 5.1(a) above if, notwithstanding Section 5.7 below, the ----------- holders who requested such holders shall have reimbursed rescission must reimburse the Company for fifty percent (50%) of all out-of-pocket expenses Registration Expenses incurred by the Company in connection with such withdrawn Demand Registration. Notwithstanding the foregoing, any requested Demand Registration under this Section 5.1 which is rescinded registration; provided, further, however, that if at after ----------- the time of such rescission, the holders requesting such registration have learned of a material adverse change in the condition or business of receipt by the Company not known of comments from the Commission on the applicable registration statement shall count as a registration statement initiated pursuant to the holders requesting such registration at the time of their request for such registration and have rescinded their request for registration with reasonable promptness after learning of such material adverse change, then the holders requesting such registration shall not be required to pay any of such expenses.this Section 5.1. -----------

Effective Registration Statement; Rescission. A Demand Registration pursuant to this Section 5.1 shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective, (ii) if after a registration statement it has become effective, such registration is interfered with precluded from effectiveness by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, or (iii) if 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 requesting such registration. A requested Demand Registration under this Section 5.1 may be rescinded by written notice to the Company by the holders requesting such registration; provided, however, that and such rescinded registration shall not count as a registration statement initiated pursuant to this Section 5.1 for purposes 5.1, but if such request did not result from a change of Section 5.1(a) above if, notwithstanding Section 5.7 below, market conditions or the occurrence of any facts not known to such holders shall have reimbursed at the time of such initial request, or if no event has occurred following the exercise of such Demand Registration right (and prior to such written notice of rescission) that may cause a material reduction in the Fair Market Value of the Company and the demanded registration was a Long-form Registration, then in order for such rescinded registration not to count as a registration statement initiated pursuant to this Section 5.1 the holders who requested such rescission must reimburse the Company for 50% of all out-of-pocket expenses Registra- tion Expenses incurred by the Company in connection with such rescinded registration; provided, further, however, that if at the time of such rescission, the holders requesting such registration have learned of a material adverse change in the condition or business of the Company not known to the holders requesting such registration at the time of their request for such registration and have rescinded their request for registration with reasonable promptness after learning of such material adverse change, then the holders requesting such registration shall not be required to pay any of such expenseswithdrawn Demand Registration.