Common use of EMCON Registration Clause in Contracts

EMCON Registration. (a) If, at any time after the registration statement described in Section 3 is no longer effective, EMCON shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration relating solely to employee benefit plans, or a registration relating solely to a Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, EMCON will: (i) promptly give to each Management Stakeholder written notice thereof; (ii) use its best efforts to include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 4(b) below, and in any underwriting involved therein, all the Management Shares specified in a written request or requests, made by any Management Stakeholder and received by EMCON within twenty (20) days after the written notice from EMCON described in clause (i) above is mailed or delivered by EMCON. Such written request may specify all or a part of a Management Stakeholder's Management Shares; (iii) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request; (iv) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by EMCON are then listed; and (v) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission. (b) If the registration of which EMCON gives notice is for a registered public offering involving an underwriting, EMCON shall so advise the Management Stakeholders as a part of the written notice given pursuant to Section 4(a)(i). In such event, the right of any Management Stakeholder to registration pursuant to this Section 4 shall be conditioned upon such Management Stakeholder's participation in such underwriting and the inclusion of such Management Stakeholder's Management Shares in the underwriting to the extent provided herein. All Management Stakeholders proposing to distribute their securities through such underwriting shall (together with EMCON and the other holders of securities of EMCON with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by EMCON. (c) Notwithstanding any other provision of this Section 4, if the representative of the underwriters advises EMCON in writing that marketing factors require a limitation on the number of shares to be underwritten, the representative may (subject to the limitations set forth below) exclude all the Management Stakeholders from, or limit the number of the Management Shares to be included in, the registration and underwriting. EMCON shall so advise the Management Stakeholders and all other holders of EMCON securities (the "Other Shares") requesting registration and the number of Management Shares and Other Shares that may be included shall be allocated among the Management Stakeholders and other selling stockholders requesting inclusion of shares pro rata on the basis of the number of Management Shares and Other Shares that are requested to be registered. (d) EMCON's obligations pursuant to this Section 4 shall expire as to each Management Stakeholder at such time as such Management Stakeholder may sell all shares of EMCON Common Stock issued upon exchange for such Management Stakeholder's Note during any successive two quarter period pursuant to Rule 144 under the Securities Act.

EMCON Registration. (a) If, at any time after the registration statement described in Section 3 is no longer effective, EMCON shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration relating solely to employee benefit plans, or a registration relating solely to a Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, EMCON will: (i) promptly give to each Management Stakeholder the Holder written notice thereof; (ii) use its best efforts to include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 4(b2.6 (b) below, and in any underwriting involved therein, all the Management Shares shares of EMCON Common Stock issued upon conversion of this Note (the "Holder's Shares") specified in a written request or requests, requests made by any Management Stakeholder the Holder and received by EMCON within twenty (20) days after the written notice from EMCON described in clause (i) above is mailed or delivered by EMCON. Such written request may specify all or a part of a Management Stakeholderthe Holder's Management Shares; (iii) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder the Holder from time to time may reasonably request; (iv) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by EMCON are then listed; and (v) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission. (b) If the registration of which EMCON gives notice is for a registered public offering involving an underwriting, EMCON shall so advise the Management Stakeholders Holder as a part of the written notice given pursuant to Section 4(a)(i2.6(a)(i). In such event, the right of any Management Stakeholder Holder to registration pursuant to this Section 4 2.6 shall be conditioned upon such Management StakeholderHolder's participation in such underwriting unxxxxxxting and the inclusion of such Management Stakeholderthe Holder's Management Shares in the underwriting to the extent provided herein. All Management Stakeholders proposing to distribute their securities through such underwriting The Holder shall (together with EMCON and the other holders of securities of EMCON with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by EMCON. (c) Notwithstanding any other provision of this Section 42.6, if the representative of the underwriters advises EMCON in writing that marketing factors require a limitation on the number of shares to be underwritten, the representative may (subject to the tot he limitations set forth below) exclude all the Management Stakeholders Holder's Shares from, or limit the number of the Management Holder's Shares to be included in, the registration and underwriting. EMCON shall so advise the Management Stakeholders Holder and all other holders of EMCON securities (the "Other Shares") requesting registration and the number of Management Holder's Shares and Other Shares that may be included shall be allocated among amount the Management Stakeholders Holder and other selling stockholders requesting inclusion of shares pro rata on the basis of the number of Management Holder's Shares and Other Shares that are requested to be registered. (d) EMCON's obligations pursuant to this Section 4 2.6 shall expire as to each Management Stakeholder at such time as such Management Stakeholder Holder may sell all shares of EMCON Common Stock issued upon exchange for such Management StakeholderHolder's Note Shares during any successive two quarter period pursuant to Rule 144 under the Securities Act. (e) All Registration Expenses (as hereinafter defined) incurred in connection with any registration, qualification or compliance pursuant to this Section 2.6 hereof shall be borne by EMCON. All Selling Expenses (as hereinafter defined) relating to securities so registered shall be borne by the Holder. For purposes hereof, Registration Expenses shall mean all expenses incurred in effecting any registration pursuant to this Note, including, without limitation, all registration, qualification, and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for EMCON, blue sky fees and expenses, and expenses of any regular or special audits incident to or required by any such registration, but shall not include Selling Expenses and fees and disbursements of counsel for Holder. Selling Expenses shall mean all underwriting discounts and selling commissions applicable to the sale of the Holder's Shares and fees and disbursements of counsel for Holder (other than the fees and disbursements of counsel included in Registration Expenses).

EMCON Registration. (a) If, at any time after the registration statement described in Section 3 is no longer effective, EMCON shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration relating solely to employee benefit plans, or a registration relating solely to a Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, EMCON will: (i) promptly give to each Management Stakeholder the Holder written notice thereof; (ii) use its best efforts to include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 4(b2.6 (b) below, and in any underwriting involved therein, all the Management Shares shares of EMCON Common Stock issued upon conversion of this Note (the "Holder's Shares") specified in a written request or requests, requests made by any Management Stakeholder the Holder and received by EMCON within twenty (20) days after the written notice from EMCON described in clause (i) above is mailed or delivered by EMCON. Such written request may specify all or a part of a Management Stakeholderthe Holder's Management Shares; (iii) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder the Holder from time to time may reasonably request; (iv) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by EMCON are then listed; and (v) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission. (b) If the registration of which EMCON gives notice is for a registered public offering involving an underwriting, EMCON shall so advise the Management Stakeholders Holder as a part of the written notice given pursuant to Section 4(a)(i2.6(a)(i). In such event, the right of any Management Stakeholder Holder to registration pursuant to this Section 4 2.6 shall be conditioned upon such Management StakeholderHolder's participation in such underwriting uxxxxxxiting and the inclusion of such Management Stakeholderthe Holder's Management Shares in the underwriting to the extent provided herein. All Management Stakeholders proposing to distribute their securities through such underwriting The Holder shall (together with EMCON and the other holders of securities of EMCON with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by EMCON. (c) Notwithstanding any other provision of this Section 42.6, if the representative of the underwriters advises EMCON in writing that marketing factors require a limitation on the number of shares to be underwritten, the representative may (subject to the tot he limitations set forth below) exclude all the Management Stakeholders Holder's Shares from, or limit the number of the Management Holder's Shares to be included in, the registration and underwriting. EMCON shall so advise the Management Stakeholders Holder and all other holders of EMCON securities (the "Other Shares") requesting registration and the number of Management Holder's Shares and Other Shares that may be included shall be allocated among amount the Management Stakeholders Holder and other selling stockholders requesting inclusion of shares pro rata on the basis of the number of Management Holder's Shares and Other Shares that are requested to be registered. (d) EMCON's obligations pursuant to this Section 4 2.6 shall expire as to each Management Stakeholder at such time as such Management Stakeholder Holder may sell all shares of EMCON Common Stock issued upon exchange for such Management StakeholderHolder's Note Shares during any successive two quarter period pursuant to Rule 144 under the Securities Act. (e) All Registration Expenses (as hereinafter defined) incurred in connection with any registration, qualification or compliance pursuant to this Section 2.6 hereof shall be borne by EMCON. All Selling Expenses (as hereinafter defined) relating to securities so registered shall be borne by the Holder. For purposes hereof, Registration Expenses shall mean all expenses incurred in effecting any registration pursuant to this Note, including, without limitation, all registration, qualification, and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for EMCON, blue sky fees and expenses, and expenses of any regular or special audits incident to or required by any such registration, but shall not include Selling Expenses and fees and disbursements of counsel for Holder. Selling Expenses shall mean all underwriting discounts and selling commissions applicable to the sale of the Holder's Shares and fees and disbursements of counsel for Holder (other than the fees and disbursements of counsel included in Registration Expenses).