Common use of Limitation on Demand Registrations Clause in Contracts

Limitation on Demand Registrations. The Company will not be obligated to effect more than four registrations pursuant to this Section 1, provided that a request for registration will not count for the purposes of this limitation if (i) the Required Holders determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such registration statement is first filed with the Commission, (iii) prior to the sale of at least 90% of the Registrable Securities included in the registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Required Holders’ reasonable satisfaction within 30 days of the date of such order, (iv) more than 20% of the Registrable Securities requested by the Required Holders to be included in the registration are not so included pursuant to Section 1(f), or (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a default or breach thereunder by the Required Holders). Notwithstanding the foregoing, the Company shall pay all Registration Expenses in connection with any request for registration pursuant to Section 1(a) regardless of whether or not such request counts toward the limitation set forth above. The Company will not be obligated to effect more than one registration pursuant to Section 1(a) during any 180-day period.

Appears in 2 contracts

Samples: Registration Rights Agreement (Westway Group, Inc.), Transaction Agreement (Shermen WSC Acquisition Corp)

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Limitation on Demand Registrations. The Company will not be obligated to effect more than four three registrations pursuant to this Section 11 (each, a “Demand Registration”), provided that a request for registration will not count for the purposes of this limitation if (i) the Required Holders determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasonsregistration, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such registration statement is first filed with the Commission, (iii) prior to the sale of at least 9075% of the Registrable Securities included in the registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Required Holders’ reasonable satisfaction within 30 thirty (30) days of the date of such order, (iv) more than 20% any of the Registrable Securities requested by the Required Holders to be included in the registration are not so included pursuant to Section 1(f), or (v) the conditions to closing specified in the any underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by the Required Holders). Notwithstanding the foregoing, the Company shall will pay all Registration Expenses in connection with any request for registration pursuant to Section 1(a) regardless of whether or not such request counts toward the limitation set forth above. The Company will not be obligated to effect more than one registration pursuant to Section 1(a) during any 180-day period.

Appears in 1 contract

Samples: Registration Rights Agreement (MxEnergy Holdings Inc)

Limitation on Demand Registrations. The Company Shareholder will not be obligated entitled to effect initiate no more than four registrations pursuant to this Section 1, provided that a three (3) Demand Registrations. No request for registration will not count for the purposes of the limitations in this limitation Section 3.1(b)(ii) if (i) the Required Holders determine relevant Shareholder Group Member determines in good faith to withdraw (the proposed registration prior to the effective date effectiveness of the Registration Statement relating to such request) the proposed registration request due to marketing or regulatory reasonsadverse business developments at the Company that were not known to Shareholder at the time of the request to initiate such registration proceedings, (ii) the Registration Statement relating to such request is not declared effective within 180 one hundred eighty (180) days of the date such registration statement Registration Statement is first filed with the CommissionCommission (other than solely by reason of the relevant Shareholder Group Member having refused to proceed) and Shareholder withdraws its Registration Request prior to such Registration Statement being declared effective, (iii) prior to the sale of at least ninety percent (90% %) of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court Governmental Authority for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Required Holders’ Shareholder’s reasonable satisfaction within 30 thirty (30) days of the date of such order, (iv) more than 20% fifteen percent (15%) of the Registrable Securities requested by the Required Holders Shareholder to be included in the registration are not so included pursuant to Section 1(f3.1(e), or (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a default or breach thereunder by the Required Holdersrelevant Shareholder Group Member). Notwithstanding the foregoing, the Company shall will pay all Registration Expenses in connection with any request for a registration pursuant to Section 1(a3.1(b)(i) regardless of whether or not such request counts toward the limitation set forth above. The Company will not be obligated to effect more than one registration pursuant to Section 1(a) during any 180-day period.

Appears in 1 contract

Samples: Shareholder Agreement (Watsco Inc)

Limitation on Demand Registrations. The Company will not be obligated to effect more than four registrations pursuant to this Section 1, provided that a request for registration will not count for the purposes of this limitation if (i) the Required Holders determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such registration statement is first filed with the Commission, (iii) prior to the sale of at least 90% of the Registrable Securities included in the registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Required Holders' reasonable satisfaction within 30 days of the date of such order, (iv) more than 20% of the Registrable Securities requested by the Required Holders to be included in the registration are not so included pursuant to Section 1(f), or (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a default or breach thereunder by the Required Holders). Notwithstanding the foregoing, the Company shall pay all Registration Expenses in connection with any request for registration pursuant to Section 1(a) regardless of whether or not such request counts toward the limitation set forth above. The Company will not be obligated to effect more than one registration pursuant to Section 1(a) during any 180-day period.

Appears in 1 contract

Samples: Transaction Agreement (Shermen WSC Acquisition Corp)

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Limitation on Demand Registrations. The Company Shareholder will not be obligated entitled to effect initiate no more than four registrations pursuant to this Section 1, provided that a three (3) Demand Registrations. No request for registration will not count for the purposes of the limitations in this limitation Section 3.1(b)(ii) if (i) the Required Holders determine relevant Shareholder Group Member determines in good faith to withdraw (the proposed registration prior to the effective date effectiveness of the Registration Statement relating to such request) the proposed registration request due to marketing or regulatory reasonsadverse business developments at the Company that were not known to Shareholder at the time of the request to initiate such registration proceedings, (ii) the Registration Statement relating to such request is not declared effective within 180 one hundred eighty (180) days of the date such registration statement Registration Statement is first filed with the CommissionCommission (other than solely by reason of the relevant Shareholder Group Member having refused to proceed) and Shareholder withdraws its Registration Request prior to such Registration Statement being declared effective, (iii) prior to the sale of at least ninety percent (90% %) of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court Governmental Authority for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Required Holders’ Shareholder’s reasonable satisfaction within 30 thirty (30) days of the date of such order, (iv) more than 20% fifteen percent (15%) of the Registrable Securities requested by the Required Holders Shareholder to be included in the registration are not so included pursuant to Section 1(f3.1(e), or (v) the v)the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a default or breach thereunder by the Required Holdersrelevant Shareholder Group Member). Notwithstanding the foregoing, the Company shall will pay all Registration Expenses in connection with any request for a registration pursuant to Section 1(a3.1(b)(i) regardless of whether or not such request counts toward the limitation set forth above. The Company will not be obligated to effect more than one registration pursuant to Section 1(a) during any 180-day period.

Appears in 1 contract

Samples: Shareholder Agreement (Watsco Inc)

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