Common use of Exclusion of Registrable Warrant Shares Clause in Contracts

Exclusion of Registrable Warrant Shares. The Company shall not be required by this Section 11 to include Registrable Warrant Shares in a Piggy-Back Registration if (i) in the written opinion of outside counsel to the Company, addressed to the Holders of Registrable Warrant Shares and delivered to them, the Holders of such Registrable Warrant Shares seeking registration would be free to sell all such Registrable Warrant Shares within the current calendar quarter without registration under Rule 144, which opinion may be based in part upon the representation by the Holders of such Registrable Warrant Shares seeking registration, which representation shall not be unreasonably withheld, that each such Holder is not an affiliate of the Company within the meaning of the Securities Act, and (ii) all requirements under the Securities Act for effecting such sales are satisfied at such time.

Appears in 3 contracts

Samples: Registration Rights Agreement (Discovery Zone Inc), Registration Rights Agreement (Discovery Zone Inc), Senior Secured Increasing Rate Notes (New World Coffee Manhattan Bagel Inc)

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Exclusion of Registrable Warrant Shares. The Company or the Registrants (as the case may be) shall not be required by this Section 11 6 to include Registrable Warrant Shares Securities in a Piggy-Back Registration if (i) in the written opinion of outside counsel to the CompanyCompany or the Registrants, addressed to the Holders of Registrable Warrant Shares Securities and delivered to them, the Holders of such Registrable Warrant Shares Securities seeking registration would be free to sell all such Registrable Warrant Shares Securities within the current calendar quarter without registration under Rule 144, which opinion may be based in part upon the representation by the Holders of such Registrable Warrant Shares Securities seeking registration, which representation shall not be unreasonably withheld, that each such Holder is not an affiliate of the Company within the meaning of the Securities Act, and (ii) all requirements under the Securities Act for effecting such sales are satisfied at such time.

Appears in 2 contracts

Samples: Equity Registration Rights Agreement (Atlantic Paratrans of Arizona, Inc.), Equity Registration Rights Agreement (Atlantic Express Transportation Corp)

Exclusion of Registrable Warrant Shares. The Company Issuer shall not be required by this Section 11 to include Registrable Warrant Shares in a Piggy-Back Registration if (i) in the written opinion of outside counsel to the CompanyIssuer, addressed to the Holders of Registrable Warrant Shares and delivered to them, the Holders of such Registrable Warrant Shares seeking registration would be free to sell all such Registrable Warrant Shares within the current calendar quarter without registration under Rule 144, which opinion may be based in part upon the representation by the Holders of such Registrable Warrant Shares seeking registration, which representation shall not be unreasonably withheld, that each such Holder is not an affiliate of the Company Issuer within the meaning of the Securities Act, and (ii) all requirements under the Securities Act for effecting such sales are satisfied at such time.

Appears in 1 contract

Samples: Registration Rights Agreement (CSS Trade Names Inc)

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Exclusion of Registrable Warrant Shares. The Company shall not be required by this Section 11 6 to include Registrable Warrant Shares Securities in a Piggy-Back Registration if (i) in the written opinion of outside counsel to the Company, addressed to the Holders of Registrable Warrant Shares Securities and delivered to them, the Holders of such Registrable Warrant Shares Securities seeking registration would be free to sell all such Registrable Warrant Shares Securities within the current calendar quarter without registration under Rule 144, which opinion may be based in part upon the representation by the Holders of such Registrable Warrant Shares Securities seeking registration, which representation shall not be unreasonably withheld, that each such Holder is not an affiliate of the Company within the meaning of the Securities Act, and (ii) all requirements under the Securities Act for effecting such sales are satisfied at such time.

Appears in 1 contract

Samples: Equity Registration Rights Agreement (Viskase Companies Inc)

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