Common use of Effective Registration Clause in Contracts

Effective Registration. A registration shall not count as a Demand Registration under this Agreement (i) unless the related Registration Statement has been declared effective under the Securities Act and has remained effective until such time as (x) all of such Registrable Securities covered thereby have been disposed of in accordance with the intended methods of disposition by the Participating Holders (but in no event for a period of more than 180 days after such Registration Statement becomes effective not including any Suspension Periods) or (y) a majority of the Registrable Securities covered thereby held by the Requesting Holders have been withdrawn or cancelled from such Demand Registration (other than as contemplated by the first sentence of Section 2.05); (ii) if, after a Registration Statement has become effective, an offering of Registrable Securities pursuant to such Registration Statement is terminated by any stop order, injunction, or other order of the Commission or other governmental agency or court, unless and until (x) such stop order or injunction is removed, rescinded or otherwise terminated, (y) any Requesting Holder thereafter elects, in its sole discretion, to continue the offering and (z) the related Registration Statement remains effective until the time periods specified in subclauses (x) and (y) of clause (i) above; or (iii) if pursuant to Section 2.04 hereof, the Requesting Holders are cut back to fewer than 75% of the Registrable Securities requested to be registered in the aggregate and at the time of the request there was not in effect the Shelf Registration Statement.

Effective Registration. A registration shall will not count as a Demand Registration until (i) the Registration Statement filed with the Commission with respect to such Demand Registration has been declared effective, (ii) the Company has complied with all of its obligations under this Agreement with respect thereto and (iiii) unless the related Registration Statement has remained effective continuously until the earlier of (x) one (1) year after effectiveness or (y) the date on which all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Registration Statement have been sold; provided, however, that if, after such Registration Statement has been declared effective under the Securities Act and has remained effective until such time as (x) all of such Registrable Securities covered thereby have been disposed of in accordance with the intended methods of disposition by the Participating Holders (but in no event for a period of more than 180 days after such Registration Statement becomes effective not including any Suspension Periods) or (y) a majority of the Registrable Securities covered thereby held by the Requesting Holders have been withdrawn or cancelled from such Demand Registration (other than as contemplated by the first sentence of Section 2.05); (ii) if, after a Registration Statement has become effective, an the offering of Registrable Securities pursuant to such a Demand Registration Statement is terminated interfered with by any stop order, injunction, order or other order injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until until, (xi) such stop order or injunction is removed, rescinded or otherwise terminated, and (yii) any Requesting Holder a majority-in-interest of the Demanding Holders thereafter elects, in its sole discretion, elect to continue the offering and (z) offering; provided, further, that the related Company shall not be obligated to file a second Registration Statement remains effective until the time periods specified in subclauses (x) and (y) of clause (i) above; a Registration Statement that has been filed is counted as a Demand Registration or (iii) if pursuant to Section 2.04 hereof, the Requesting Holders are cut back to fewer than 75% of the Registrable Securities requested to be registered in the aggregate and at the time of the request there was not in effect the Shelf Registration Statementis terminated.

Effective Registration. A registration Notwithstanding the provisions of subsection 2.1.4 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (a) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission, (b) the Company has complied with all of its obligations under this Agreement with respect thereto and (ic) unless the related Registration Statement has remained effective continuously until the earlier of (x) one (1) year after effectiveness or (y) the date on which all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Registration Statement have been sold; provided, further, that if, after such Registration Statement has been declared effective under the Securities Act and has remained effective until such time as (x) all of such Registrable Securities covered thereby have been disposed of in accordance with the intended methods of disposition by the Participating Holders (but in no event for a period of more than 180 days after such Registration Statement becomes effective not including any Suspension Periods) or (y) a majority of the Registrable Securities covered thereby held by the Requesting Holders have been withdrawn or cancelled from such Demand Registration (other than as contemplated by the first sentence of Section 2.05); (ii) if, after a Registration Statement has become effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration Statement is terminated by any stop order, injunction, or other order of the Commission or other governmental agency or courtshall be deemed not to have been declared effective, unless and until until, (xi) such stop order or injunction is removed, rescinded or otherwise terminated, and (yii) any Requesting Holder a majority-in-interest of the Demanding Holder(s) initiating such Demand Registration thereafter elects, in its sole discretion, affirmatively elect to continue with such Registration and accordingly notify the offering and (z) Company in writing, but in no event later than five days, of such election; provided, further, that the related Company shall not be obligated or required to file another Registration Statement remains effective until the time periods specified in subclauses (x) and (y) of clause (i) above; or (iii) if Registration Statement that has been previously filed with respect to a Registration pursuant to Section 2.04 hereof, the Requesting Holders are cut back to fewer than 75% of the Registrable Securities requested to be registered in the aggregate and at the time of the request there was not in effect the Shelf a Demand Registration Statementbecomes effective or is subsequently terminated.

Effective Registration. A registration shall will not count as a Demand Registration until (i) the Registration Statement filed with the Commission with respect to such Demand Registration has been declared effective, (ii) the Company has complied with all of its obligations under this Agreement with respect thereto and (iiii) unless the related Registration Statement has remained effective continuously until the earlier of (x) one (1) year after effectiveness or (y) the date on which all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Registration Statement have been sold; provided, however, that if, after such Registration Statement has been declared effective under the Securities Act and has remained effective until such time as (x) all of such Registrable Securities covered thereby have been disposed of in accordance with the intended methods of disposition by the Participating Holders (but in no event for a period of more than 180 days after such Registration Statement becomes effective not including any Suspension Periods) or (y) a majority of the Registrable Securities covered thereby held by the Requesting Holders have been withdrawn or cancelled from such Demand Registration (other than as contemplated by the first sentence of Section 2.05); (ii) if, after a Registration Statement has become effective, an the offering of Registrable Securities pursuant to such a Demand Registration Statement is terminated interfered with by any stop order, injunction, order or other order injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until until, (xi) such stop order or injunction is removed, rescinded or otherwise terminated, and (yii) any Requesting Holder a majority-in-interest of the Demanding Holders thereafter elects, in its sole discretion, elect to continue the offering and (z) offering; provided, further, that the related Company shall not be obligated to file a second Registration Statement remains effective until the time periods specified in subclauses (x) and (y) of clause (i) above; a Registration Statement that has been filed is counted as a Demand Registration or (iii) if pursuant to Section 2.04 hereof, the Requesting Holders are cut back to fewer than 75% of the Registrable Securities requested to be registered in the aggregate and at the time of the request there was not in effect the Shelf Registration Statementis terminated.

Effective Registration. A registration Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement on Form S-1 or any similar long-form registration statement that may be available at such time filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement (i) unless the related with respect thereto; provided, further, that if, after such Registration Statement has been declared effective under the Securities Act and has remained effective until such time as (x) all of such Registrable Securities covered thereby have been disposed of in accordance with the intended methods of disposition by the Participating Holders (but in no event for a period of more than 180 days after such Registration Statement becomes effective not including any Suspension Periods) or (y) a majority of the Registrable Securities covered thereby held by the Requesting Holders have been withdrawn or cancelled from such Demand Registration (other than as contemplated by the first sentence of Section 2.05); (ii) if, after a Registration Statement has become effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration Statement is terminated by any stop order, injunction, or other order of the Commission or other governmental agency or courtshall be deemed not to have been declared effective, unless and until until, (xi) such stop order or injunction is removed, rescinded or otherwise terminated, and (yii) any Requesting Holder a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter elects, in its sole discretion, affirmatively elect to continue with such Registration and accordingly notify the offering Company in writing, but in no event later than five (5) days, of such election; and (z) provided, further, that the related Company shall not be obligated or required to file another Registration Statement remains effective until the time periods specified in subclauses (x) and (y) of clause (i) above; or (iii) if Registration Statement that has been previously filed with respect to a Registration pursuant to Section 2.04 hereofa Demand Registration becomes effective or is subsequently terminated. Notwithstanding the foregoing, the Requesting Holders are cut back to fewer than 75% Representative or their designees or Permitted Transferees may not exercise its demand registration rights after five (5) years from the commencement of the Registrable Securities requested to be registered sales in the aggregate Company’s initial public offering, and at the time of the request there was may not in effect the Shelf Registration Statementexercise its demand rights on more than one occasion.

Effective Registration. A registration shall Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration will not count as a Demand Registration until the Registration Statement filed with the Commission with respect to such Demand Registration has been declared effective by the Commission and the Company has complied with all of its obligations under this Agreement (i) unless the related with respect thereto; provided, however, that if, after such Registration Statement has been declared effective under the Securities Act and has remained effective until such time as (x) all of such Registrable Securities covered thereby have been disposed of in accordance with the intended methods of disposition by the Participating Holders (but in no event for a period of more than 180 days after such Registration Statement becomes effective not including any Suspension Periods) or (y) a majority of the Registrable Securities covered thereby held by the Requesting Holders have been withdrawn or cancelled from such Demand Registration (other than as contemplated by the first sentence of Section 2.05); (ii) if, after a Registration Statement has become effective, an the offering of Registrable Securities pursuant to such a Demand Registration Statement is terminated interfered with by any stop order, injunction, order or other order injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration shall be deemed not to have been declared effective, unless and until until, (xi) such stop order or injunction is removed, rescinded or otherwise terminated, and (yii) any Requesting Holder the Demanding New Holders or the Demanding Original Holders (as applicable) thereafter elects, in its sole discretion, affirmatively elect to continue with such Registration and accordingly notify the offering and Company in writing, but in no event later than five (z5) days, of such election; provided, further, that the related Company shall not be obligated to file another Registration Statement remains effective until the time periods specified in subclauses (x) and (y) of clause Registration Statement that has been previously filed pursuant to a Demand Registration becomes effective or is subsequently terminated. The Company shall not be obligated to (i) above; subject to Section 2.1.1, maintain the effectiveness of a Registration Statement filed pursuant to a Demand Registration for a period longer than one hundred eighty (180) days or (iiiii) if effect any Demand Registration (A) within forty-five (45) days of a “firm commitment” Underwritten Offering in which all Demand Holders were offered Piggy-Back Registration rights pursuant to Section 2.04 hereof, the Requesting Holders are cut back 2.2 (subject to fewer than 75% Section 2.2.2) and at least ninety percent (90%) of the number of Registrable Securities requested by such Demand Holders to be registered included in such Underwritten Offering were included and sold or (B) during the aggregate and at first year after the time Closing Date, within three (3) months of the request there was not in effect the Shelf Registration Statementcompletion of any other Demand Registration.

Effective Registration. A registration shall not count as a Demand Registration under this Agreement (i) unless the related Registration Statement has been declared effective under the Securities Act and has remained effective until such time as (x) all of such Registrable Securities covered thereby have been disposed of in accordance with the intended methods of disposition by the Participating Holders (but in no event for a period of more than 180 days after such Registration Statement becomes effective not including any Suspension Periods) or (y) a majority of the Registrable Securities covered thereby held by the Requesting Holders have been withdrawn or cancelled from such Demand Registration (other than as contemplated by the first sentence of Section 2.052.5); (ii) if, after a Registration Statement has become effective, an offering of Registrable Securities pursuant to such Registration Statement is terminated by any stop order, injunction, or other order of the Commission or other governmental agency or court, unless and until (x) such stop order or injunction is removed, rescinded or otherwise terminated, (y) any Requesting Holder thereafter elects, in its sole discretion, to continue the offering and (z) the related Registration Statement remains effective until the time periods specified in subclauses (x) and (y) of clause (i) above; or (iii) if pursuant to Section 2.04 2.4 hereof, the Requesting Holders are cut back to fewer than 75% of the Registrable Securities requested to be registered in the aggregate and at the time of the request there was not in effect the Shelf Registration Statement.

Effective Registration. A registration shall will not count as a Demand Registration until (i) the Registration Statement filed with the Commission with respect to such Demand Registration has been declared effective, (ii) the Company has complied with all of its obligations under this Agreement with respect thereto and (iiii) unless the related Registration Statement has remained effective continuously until the earlier of (x) nine (9) months after effectiveness or (y) the date on which all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Registration Statement have been sold; provided, however, that if, after such Registration Statement has been declared effective under the Securities Act and has remained effective until such time as (x) all of such Registrable Securities covered thereby have been disposed of in accordance with the intended methods of disposition by the Participating Holders (but in no event for a period of more than 180 days after such Registration Statement becomes effective not including any Suspension Periods) or (y) a majority of the Registrable Securities covered thereby held by the Requesting Holders have been withdrawn or cancelled from such Demand Registration (other than as contemplated by the first sentence of Section 2.05); (ii) if, after a Registration Statement has become effective, an the offering of Registrable Securities pursuant to such a Demand Registration Statement is terminated interfered with by any stop order, injunction, order or other order injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until until, (xi) such stop order or injunction is removed, rescinded or otherwise terminated, and (yii) any Requesting Holder a majority-in-interest of the Demanding Holders thereafter elects, in its sole discretion, elect to continue the offering and (z) offering; provided, further, that the related Company shall not be obligated to file a second Registration Statement remains effective until the time periods specified in subclauses (x) and (y) of clause (i) above; a Registration Statement that has been filed is counted as a Demand Registration or (iii) if pursuant to Section 2.04 hereof, the Requesting Holders are cut back to fewer than 75% of the Registrable Securities requested to be registered in the aggregate and at the time of the request there was not in effect the Shelf Registration Statementis terminated.

Effective Registration. A registration Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied in all material respects with all of its obligations under this Agreement (i) unless the related with respect thereto; provided, further, however, that if, after such Registration Statement has been declared effective under the Securities Act and has remained effective until such time as (x) all of such Registrable Securities covered thereby have been disposed of in accordance with the intended methods of disposition by the Participating Holders (but in no event for a period of more than 180 days after such Registration Statement becomes effective not including any Suspension Periods) or (y) a majority of the Registrable Securities covered thereby held by the Requesting Holders have been withdrawn or cancelled from such Demand Registration (other than as contemplated by the first sentence of Section 2.05); (ii) if, after a Registration Statement has become effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency, the Registration Statement with respect to such Registration Statement is terminated by any stop order, injunction, or other order shall be deemed not to have been declared effective for purposes of the Commission or other governmental agency or court, counting Registrations under subsection 2.1.1 above unless and until (xi) such stop order or injunction is removed, rescinded or otherwise terminated, and (yii) any Requesting Holder a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter elects, in its sole discretion, affirmatively elect to continue with such Registration and accordingly notify the offering and (z) Company in writing; provided, further, however, that the related Company shall not be obligated or required to file another Registration Statement remains effective until the time periods specified in subclauses (x) and (y) of clause (i) above; or (iii) if Registration Statement that has been previously filed with respect to a Registration pursuant to Section 2.04 hereof, the Requesting Holders are cut back to fewer than 75% of the Registrable Securities requested to be registered in the aggregate and at the time of the request there was not in effect the Shelf a Demand Registration Statementbecomes effective or has been terminated.

Effective Registration. A registration shall will not count as a Demand Registration until (i) the Registration Statement filed with the Commission with respect to such Demand Registration has been declared effective, (ii) the Purchaser has complied with all of its obligations under this Agreement with respect thereto and (iiii) unless the related Registration Statement has remained effective continuously until the earlier of (x) one (1) year after effectiveness or (y) the date on which all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Registration Statement have been sold; provided, however, that if, after such Registration Statement has been declared effective under the Securities Act and has remained effective until such time as (x) all of such Registrable Securities covered thereby have been disposed of in accordance with the intended methods of disposition by the Participating Holders (but in no event for a period of more than 180 days after such Registration Statement becomes effective not including any Suspension Periods) or (y) a majority of the Registrable Securities covered thereby held by the Requesting Holders have been withdrawn or cancelled from such Demand Registration (other than as contemplated by the first sentence of Section 2.05); (ii) if, after a Registration Statement has become effective, an the offering of Registrable Securities pursuant to such a Demand Registration Statement is terminated interfered with by any stop order, injunction, order or other order injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until until, (xi) such stop order or injunction is removed, rescinded or otherwise terminated, and (yii) any Requesting Holder a majority-in-interest of the Demanding Holders thereafter elects, in its sole discretion, elect to continue the offering and (z) offering; provided, further, that the related Purchaser shall not be obligated to file a second Registration Statement remains effective until the time periods specified in subclauses (x) and (y) of clause (i) above; a Registration Statement that has been filed is counted as a Demand Registration or (iii) if pursuant to Section 2.04 hereof, the Requesting Holders are cut back to fewer than 75% of the Registrable Securities requested to be registered in the aggregate and at the time of the request there was not in effect the Shelf Registration Statementis terminated.

Effective Registration. A registration Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement (i) unless the related with respect thereto; provided, further, however, that if, after such Registration Statement has been declared effective under the Securities Act and has remained effective until such time as (x) all of such Registrable Securities covered thereby have been disposed of in accordance with the intended methods of disposition by the Participating Holders (but in no event for a period of more than 180 days after such Registration Statement becomes effective not including any Suspension Periods) or (y) a majority of the Registrable Securities covered thereby held by the Requesting Holders have been withdrawn or cancelled from such Demand Registration (other than as contemplated by the first sentence of Section 2.05); (ii) if, after a Registration Statement has become effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration Statement is terminated by any stop ordershall be deemed not to have been declared effective, injunction, or other order for purposes of the Commission or other governmental agency or court, counting Registrations under subsection 2.1.1 above unless and until until, (xi) such stop order or injunction is removed, rescinded or otherwise terminated and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such election; provided, further, however, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated, (y) any Requesting Holder thereafter elects. Notwithstanding the foregoing, in its sole discretionthe event that the Demanding Holders withdraw their request for such registration, elect not to continue pay the offering registration expenses therefor, and (z) the related forfeit their right to Registration Statement remains effective until the time periods specified in subclauses (x) and (y) of clause (i) above; or (iii) if pursuant to Section 2.04 hereof3.2, the Requesting Holders are cut back to fewer than 75% such withdrawn Registration Statement shall be counted as a Registration for purposes of the Registrable Securities requested to be registered in the aggregate and at the time of the request there was not in effect the Shelf Registration Statementthis subsection 2.1.3.

Effective Registration. A registration shall will not count as a Demand Registration under this Agreement for purposes of Section 2.1 hereof (i) unless the related Registration Statement has been declared effective under the Securities Act and has remained effective until such time as (x) all of such Registrable Securities covered thereby have been disposed of in accordance with the intended methods of disposition by the Participating Holders (but in no event for a period of more than 180 one hundred eighty (180) calendar days after such Registration Statement becomes effective not including any Suspension PeriodsPeriod) or cease to be Registrable Securities, (yii) a majority if pursuant to Section 2.5 hereof, the Requesting Holders and Joining Holders are cut back to fewer than 75% of the Registrable Securities covered thereby held by requested to be registered and at the Requesting time of the request there was not in effect a Shelf Registration Statement, as applicable, or the Holders have been withdrawn or cancelled from such Demand cannot otherwise utilize the Shelf Registration Statement, as applicable, and (other than as contemplated by iii) unless the first sentence Company has complied with all of Section 2.05)its obligations under this Agreement; (ii) it being understood that if, after a such Registration Statement has become effective, an offering of Registrable Securities pursuant to such a Demand Registration Statement is terminated interfered with by any stop order, injunction, or other order of the Commission or other governmental agency or court, such Registration Statement with respect to such Demand Registration will be deemed not to have been effected (and will not count as a Demand Registration for purposes of Section 2.1 hereof), unless and until (x1) such stop order or injunction is removed, rescinded or otherwise terminated, and (y2) any the Requesting Holder Holders thereafter elects, in its sole discretion, elect to continue the offering and (z) the related Registration Statement remains effective until the time periods specified in subclauses (x) and (y) of clause (i) above; or (iii) if pursuant to Section 2.04 hereof, the Requesting Holders are cut back to fewer than 75% of the Registrable Securities requested to be registered in the aggregate and at the time of the request there was not in effect the Shelf Registration Statementoffering.

Effective Registration. A registration shall not count as a Demand Registration under this Agreement (i) unless the related Registration Statement has been declared effective under the Securities Act and has remained effective until such time as (x) all of such Registrable Securities covered thereby have been disposed of in accordance with the intended methods of disposition by the Participating Holders (but in no event for a period of more than 180 days after such Registration Statement becomes effective not including any Suspension Periods) or (y) a majority of the Registrable Securities covered thereby held by the Requesting Holders have been withdrawn or cancelled from such Demand Registration (other than as contemplated by the first sentence of Section 2.053.5); (ii) if, after a Registration Statement has become effective, an offering of Registrable Securities pursuant to such Registration Statement is terminated by any stop order, injunction, or other order of the Commission or other governmental agency or court, unless and until (x) such stop order or injunction is removed, rescinded or otherwise terminated, (y) any Requesting Holder thereafter elects, in its sole discretion, to continue the offering and (z) the related Registration Statement remains effective until the time periods specified in subclauses (x) and (y) of clause (i) above; or (iii) if pursuant to Section 2.04 3.4 hereof, the Requesting Holders are cut back to fewer than 75% of the Registrable Securities requested to be registered in the aggregate and at the time of the request there was not in effect the Shelf Registration Statement.

Effective Registration. A registration Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement on Form S-1 or any similar long-form registration statement that may be available at such time filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement (i) unless the related with respect thereto; provided, further, that if, after such Registration Statement has been declared effective under the Securities Act and has remained effective until such time as (x) all of such Registrable Securities covered thereby have been disposed of in accordance with the intended methods of disposition by the Participating Holders (but in no event for a period of more than 180 days after such Registration Statement becomes effective not including any Suspension Periods) or (y) a majority of the Registrable Securities covered thereby held by the Requesting Holders have been withdrawn or cancelled from such Demand Registration (other than as contemplated by the first sentence of Section 2.05); (ii) if, after a Registration Statement has become effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration Statement is terminated by any stop order, injunction, or other order of the Commission or other governmental agency or courtshall be deemed not to have been declared effective, unless and until until, (xi) such stop order or injunction is removed, rescinded or otherwise terminated, and (yii) any Requesting Holder a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter elects, in its sole discretion, affirmatively elect to continue with such Registration and accordingly notify the offering Company in writing, but in no event later than five (5) days, of such election; and (z) provided, further, that the related Company shall not be obligated or required to file another Registration Statement remains effective until the time periods specified in subclauses (x) and (y) of clause (i) above; or (iii) if Registration Statement that has been previously filed with respect to a Registration pursuant to Section 2.04 hereofa Demand Registration becomes effective or is subsequently terminated. Notwithstanding the foregoing, the Requesting Holders are cut back to fewer than 75% Representative or its designees or Permitted Transferees may not exercise its demand registration rights after five (5) years from the commencement of the Registrable Securities requested to be registered sales in the aggregate Company’s initial public offering, and at the time of the request there was may not in effect the Shelf Registration Statementexercise its demand rights on more than one occasion.

Effective Registration. A registration Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement (i) unless the related with respect thereto; provided, further, that if, after such Registration Statement has been declared effective under the Securities Act and has remained effective until such time as (x) all of such Registrable Securities covered thereby have been disposed of in accordance with the intended methods of disposition by the Participating Holders (but in no event for a period of more than 180 days after such Registration Statement becomes effective not including any Suspension Periods) or (y) a majority of the Registrable Securities covered thereby held by the Requesting Holders have been withdrawn or cancelled from such Demand Registration (other than as contemplated by the first sentence of Section 2.05); (ii) if, after a Registration Statement has become effective, an offering of Registrable Securities in a Registration pursuant to such a Demand Registration Statement is terminated subsequently interfered with by any stop order, injunction, order or other order injunction of the Commission Commission, federal or state court or any other governmental agency or courtpursuant to Section 3.4, then the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until until, (xi) such stop order or injunction is removed, rescinded or otherwise terminated or the restrictions under Section 3.4 are lifted, and (ii) with respect to such stop order or injunction, a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elects to continue with such Registration and accordingly notifies the Company in writing, but in no event later than five (5) Business Days after receiving notice that such stop order or injunction has been removed, rescinded or otherwise terminated, (y) any Requesting Holder thereafter electsof such election; provided, in its sole discretionfurther, that the Company shall not be obligated or required to continue the offering and (z) the related file another Registration Statement remains effective until the time periods specified in subclauses (x) and (y) of clause (i) above; or (iii) if Registration Statement that has been previously filed with respect to a Registration pursuant to Section 2.04 hereofa Demand Registration becomes effective or is subsequently terminated, unless the Requesting Holders are cut back Demand Registration is effected pursuant to fewer than 75% of the Registrable Securities requested to be registered in the aggregate and at the time of the request there was not in effect the a Shelf Registration Statementor Form S-3.

Effective Registration. A registration Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement (i) unless the related with respect thereto; provided, however, that if, after such Registration Statement has been declared effective under the Securities Act and has remained effective until such time as (x) all of such Registrable Securities covered thereby have been disposed of in accordance with the intended methods of disposition by the Participating Holders (but in no event for a period of more than 180 days after such Registration Statement becomes effective not including any Suspension Periods) or (y) a majority of the Registrable Securities covered thereby held by the Requesting Holders have been withdrawn or cancelled from such Demand Registration (other than as contemplated by the first sentence of Section 2.05); (ii) if, after a Registration Statement has become effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration Statement is terminated by any stop order, injunction, or other order shall be deemed not to have been declared effective for purposes of the Commission or other governmental agency or courtcounting Registrations under subsection 2.1.1 above, unless and until until, (xi) such stop order or injunction is removed, rescinded or otherwise terminated and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such election; provided, further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated, (y) any Requesting Holder thereafter elects. Notwithstanding the foregoing, in its sole discretionthe event that the Demanding Holders withdraw their request for such registration, elect not to continue pay the offering registration expenses therefor and (z) the related forfeit their right to Registration Statement remains effective until the time periods specified in subclauses (x) and (y) of clause (i) above; or (iii) if pursuant to Section 2.04 hereof3.2, the Requesting Holders are cut back to fewer than 75% such withdrawn Registration Statement shall be counted as a Registration for purposes of the Registrable Securities requested to be registered in the aggregate and at the time of the request there was not in effect the Shelf Registration Statementthis subsection 2.1.3.

Effective Registration. A registration Notwithstanding the provisions of Section 2.1.1 above or any other part of this Agreement, a Registration that includes an Underwritten Offering shall not count as a Demand an Underwritten Offering under Section 2.5.2 unless and until: (i) the Company has filed with the Commission the Registration Statement referred to in Section 2.1.1(i) above, and the Commission has declared that Registration Statement to be effective, (ii) the Company has complied with all of its obligations under this Agreement with respect thereto, and (iiii) unless all of the related Registrable Securities the Participating Holder(s) requested to register in such Demand Registration have been sold, in accordance with Section 3.1 of this Agreement (taking into account any reduction pursuant to Section 2.5); provided, that if, after such Registration Statement has been declared effective under the Securities Act and has remained effective until such time as (x) all of such Registrable Securities covered thereby have been disposed of in accordance with the intended methods of disposition by the Participating Holders (but in no event for a period of more than 180 days after such Registration Statement becomes effective not including any Suspension Periods) or (y) a majority of the Registrable Securities covered thereby held by the Requesting Holders have been withdrawn or cancelled from such Demand Registration (other than as contemplated by the first sentence of Section 2.05); (ii) if, after a Registration Statement has become effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency, the Registration Statement with respect to such Registration Statement is terminated by any stop order, injunction, or other order of the Commission or other governmental agency or courtshall be deemed not to have been declared effective, unless and until until, (x) such stop order or injunction is removed, rescinded or otherwise terminated, (y) any Requesting Holder thereafter elects, in its sole discretion, to continue the offering and (z) the related Registration Statement remains effective until the time periods specified in subclauses (x) and (y) a majority-in-interest of clause (ithe Participating Holder(s) abovethereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five days, of such election; provided, further, that the Company shall not be obligated or (iii) if required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to Section 2.04 hereof, the Requesting Holders are cut back to fewer than 75% of the Registrable Securities requested to be registered in the aggregate and at the time of the request there was not in effect the Shelf a Demand Registration Statementbecomes effective or is subsequently terminated.

Effective Registration. A registration Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement on Form S-1 or any similar long-form registration statement that may be available at such time filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement (i) unless the related with respect thereto; provided, further, that if, after such Registration Statement has been declared effective under the Securities Act and has remained effective until such time as (x) all of such Registrable Securities covered thereby have been disposed of in accordance with the intended methods of disposition by the Participating Holders (but in no event for a period of more than 180 days after such Registration Statement becomes effective not including any Suspension Periods) or (y) a majority of the Registrable Securities covered thereby held by the Requesting Holders have been withdrawn or cancelled from such Demand Registration (other than as contemplated by the first sentence of Section 2.05); (ii) if, after a Registration Statement has become effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration Statement is terminated by any stop order, injunction, or other order of the Commission or other governmental agency or courtshall be deemed not to have been declared effective, unless and until until, (xi) such stop order or injunction is removed, rescinded or otherwise terminated, and (yii) any Requesting Holder a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter elects, in its sole discretion, affirmatively elect to continue with such Registration and accordingly notify the offering Company in writing, but in no event later than five (5) days, of such election; and (z) provided, further, that the related Company shall not be obligated or required to file another Registration Statement remains effective until the time periods specified in subclauses (x) and (y) of clause (i) above; or (iii) if Registration Statement that has been previously filed with respect to a Registration pursuant to Section 2.04 hereofa Demand Registration becomes effective or is subsequently terminated. Notwithstanding the foregoing, the Requesting Holders are cut back to fewer than 75% Subscribers or their designees or Permitted Transferees may not exercise their demand registration rights after five (5) years from the commencement of the Registrable Securities requested to be registered sales in the aggregate Company’s initial public offering, and at the time of the request there was may not in effect the Shelf Registration Statementexercise its demand rights on more than one occasion.

Effective Registration. The Company shall use its commercially reasonable efforts to cause any such Demand Registration or Short-Form Registration to become effective as promptly as practicable but in no event later than (i) 120 days after it receives a request under Section 3(a) for a Demand Registration and (ii) 90 days after it receives a request under Section 3(b) for a Short-Form Registration (unless the Registration Statement relating to such request would be required pursuant to the rules and regulations of the Securities Act to include any audited or unaudited consolidated or pro forma financial statements that are not then currently available, in which case, promptly after such financial statements are available), and in each case to remain effective thereafter. A registration shall not count as constitute a Demand Registration under this Agreement until it has become effective and remains continuously effective for the lesser of (iA) unless the related period during which all Registrable Securities registered in the Demand Registration Statement has been declared effective under the Securities Act are sold and has remained effective until such time as (B) 90 days; provided, however, that a registration shall not constitute a Demand Registration if (x) all of such Registrable Securities covered thereby have been disposed of in accordance with the intended methods of disposition by the Participating Holders (but in no event for a period of more than 180 days after such Registration Statement becomes effective not including any Suspension Periods) or (y) a majority of the Registrable Securities covered thereby held by the Requesting Holders have been withdrawn or cancelled from such Demand Registration (other than as contemplated by the first sentence of Section 2.05); (ii) if, after a Registration Statement has become effective, an offering such registration or the related offer, sale or distribution of Registrable Securities pursuant to such Registration Statement thereunder is terminated interfered with by any stop order, injunction, injunction or other order or requirement of the Commission or other governmental agency agency, court or court, unless other Person for any reason not attributable to the Initiating Holders and until (x) such stop order interference is not thereafter eliminated or injunction is removed, rescinded or otherwise terminated, (y) any Requesting Holder thereafter elects, in its sole discretion, to continue the offering and (z) the related Registration Statement remains effective until the time periods conditions specified in subclauses (x) and (y) the underwriting agreement, if any, entered into in connection with such Demand Registration are not satisfied or waived, other than by reason of clause (i) above; or (iii) if pursuant to Section 2.04 hereof, a failure by the Requesting Holders are cut back to fewer than 75% of the Registrable Securities requested to be registered in the aggregate and at the time of the request there was not in effect the Shelf Registration StatementInitiating Holders.

Effective Registration. A registration Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, at any time and from time to time on or after the date that is one hundred and eighty (180) days from the date hereof, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement (i) unless the related with respect thereto; provided, further, that if, after such Registration Statement has been declared effective under the Securities Act and has remained effective until such time as (x) all of such Registrable Securities covered thereby have been disposed of in accordance with the intended methods of disposition by the Participating Holders (but in no event for a period of more than 180 days after such Registration Statement becomes effective not including any Suspension Periods) or (y) a majority of the Registrable Securities covered thereby held by the Requesting Holders have been withdrawn or cancelled from such Demand Registration (other than as contemplated by the first sentence of Section 2.05); (ii) if, after a Registration Statement has become effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration Statement is terminated by any stop order, injunction, or other order of the Commission or other governmental agency or courtshall be deemed not to have been declared effective, unless and until until, (xi) such stop order or injunction is removed, rescinded or otherwise terminated, and (yii) any Requesting Holder a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter elects, in its sole discretion, affirmatively elect to continue with such Registration and accordingly notify the offering Company in writing, but in no event later than five (5) days, of such election; and (z) provided, further, that the related Company shall not be obligated or required to file another Registration Statement remains effective until the time periods specified in subclauses (x) and (y) of clause (i) above; or (iii) if Registration Statement that has been previously filed with respect to a Registration pursuant to Section 2.04 hereof, the Requesting Holders are cut back to fewer than 75% of the Registrable Securities requested to be registered in the aggregate and at the time of the request there was not in effect the Shelf a Demand Registration Statementbecomes effective or is subsequently terminated.

Effective Registration. A registration Notwithstanding the provisions of Section ‎2.1.1 above, Section 2.2.4 or any other part of this Agreement, a Registration that includes an Underwritten Offering or a Shelf Takedown shall not count as an Underwritten Offering or a Demand Shelf Takedown for the purposes of Section ‎2.5.2 unless and until: (i) the Company has filed with the Commission the relevant Registration Statement, and the Commission has declared that Registration Statement to be effective, (ii) the Company has complied with all of its obligations under this Agreement with respect thereto, and (iiii) unless all of the related Registrable Securities the Participating Holder(s) requested to register in such Demand Registration or Shelf Takedown Demand have been sold, in accordance with Section ‎3.1 of this Agreement (taking into account any reduction pursuant to Section 2.5); provided, that if, after such Registration Statement has been declared effective under the Securities Act and has remained effective until such time as (x) all of such Registrable Securities covered thereby have been disposed of in accordance with the intended methods of disposition by the Participating Holders (but in no event for a period of more than 180 days after such Registration Statement becomes effective not including any Suspension Periods) or (y) a majority of the Registrable Securities covered thereby held by the Requesting Holders have been withdrawn or cancelled from such Demand Registration (other than as contemplated by the first sentence of Section 2.05); (ii) if, after a Registration Statement has become effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency, the Registration Statement with respect to such Registration Statement is terminated by any stop order, injunction, or other order of the Commission or other governmental agency or courtshall be deemed not to have been declared effective, unless and until (x) such stop order or injunction is removed, rescinded or otherwise terminated, (y) any Requesting Holder thereafter elects, in its sole discretion, to continue the offering and (z) the related Registration Statement remains effective until the time periods specified in subclauses (x) and (y) a majority-in-interest of clause (ithe Participating Holder(s) abovethereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five days, of such election; provided, further, that the Company shall not be obligated or (iii) if required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to Section 2.04 hereof, the Requesting Holders are cut back to fewer than 75% of the Registrable Securities requested to be registered in the aggregate and at the time of the request there was not in effect the Shelf a Demand Registration Statementbecomes effective or is subsequently terminated.

Effective Registration. A registration Notwithstanding the provisions of subsection 2.1.4 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (a) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission, (b) the Company has complied with all of its obligations under this Agreement with respect thereto and (ic) unless the related Registration Statement has remained effective continuously until the earlier of (x) one year after effectiveness or (y) the date on which all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Registration Statement have been sold; provided, further, that if, after such Registration Statement has been declared effective under the Securities Act and has remained effective until such time as (x) all of such Registrable Securities covered thereby have been disposed of in accordance with the intended methods of disposition by the Participating Holders (but in no event for a period of more than 180 days after such Registration Statement becomes effective not including any Suspension Periods) or (y) a majority of the Registrable Securities covered thereby held by the Requesting Holders have been withdrawn or cancelled from such Demand Registration (other than as contemplated by the first sentence of Section 2.05); (ii) if, after a Registration Statement has become effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration Statement is terminated by any stop order, injunction, or other order of the Commission or other governmental agency or courtshall be deemed not to have been declared effective, unless and until until, (xi) such stop order or injunction is removed, rescinded or otherwise terminated, and (yii) any Requesting Holder a majority-in-interest of the Demanding Holder(s) initiating such Demand Registration thereafter elects, in its sole discretion, affirmatively elect to continue with such Registration and accordingly notify the offering and Company in writing, but in no event later than five (z5) days, of such election; provided, further, that the related Company shall not be obligated or required to file another Registration Statement remains effective until the time periods specified in subclauses (x) and (y) of clause (i) above; or (iii) if Registration Statement that has been previously filed with respect to a Registration pursuant to Section 2.04 hereof, the Requesting Holders are cut back to fewer than 75% of the Registrable Securities requested to be registered in the aggregate and at the time of the request there was not in effect the Shelf a Demand Registration Statementbecomes effective or is subsequently terminated.