Common use of Limitation on Registration Rights Clause in Contracts

Limitation on Registration Rights. (i) If a request for registration pursuant to Section 2(a) hereof is made within 30 days prior to the conclusion of the Company's then current fiscal year, or within 40 days after the end of a fiscal year, the Company shall not be required to file a registration statement until such time as the Company receives its audited financial statements for such fiscal year. (ii) The Company shall be entitled to postpone for a reasonable period of time (not to exceed 90 days (or, in the case of clause (A) below, 180 days after effectiveness of the proposed registration statement), which may not thereafter be extended) the filing of any registration statement otherwise required to be prepared and filed by it pursuant to Section 2(a) hereof if, at the time it receives a request for such registration, (A) the Company is conducting or about to conduct an offering of any class of its securities and the Company is advised by the investment banker or financial advisor engaged by the Company to advise the Company thereon that such offering would be affected adversely by the registration so demanded and the Company shall have furnished to the Holder or Holders of Registrable Securities requesting such registration an Officers' Certificate to that effect, (B) the Company is in possession of material information that has not been disclosed to the public and the Company deems it advisable not to disclose such information in the registration statement, (C) the Company is engaged in any active program for the repurchase of its Common Stock or (D) the board of directors of the Company shall determine in good faith that such offering will interfere with a pending or contemplated financing, merger, sale of assets, recapitalization or other similar corporate action of the Company and the Company shall have furnished to the Holder or Holders of Registrable Securities requesting such registration an Officers' Certificate to that effect. After such period of postponement the Company shall effect such registration as promptly as practicable without further request from the Holder or Holders of Registrable Securities, unless such request has been withdrawn. (iii) Except as otherwise provided herein, any request by a Holder or Holders for registration of Registrable Securities pursuant to Section 2(a) hereof which is subsequently withdrawn prior to the registration statement becoming effective shall not constitute a registration statement for purposes of determining the number of registrations to which the Holder of such Registrable Securities is entitled pursuant to Section 2(a); provided, however, that the Holder of such Registrable Securities shall reimburse the Company for all expenses incurred, including, without limitation, reasonable fees and expenses of the Company's attorneys, accountants and investment bankers, in connection with the preparation and filing, if filed, of such registration statement.

Limitation on Registration Rights. (i) If a request for registration pursuant to Section 2(a) hereof is made within 30 days prior to the conclusion of the Company's then current fiscal year, or within 40 days after the end of a fiscal year, the Company shall not be required to file a registration statement until such time as the Company receives its audited financial statements for such fiscal year. (ii) The Company shall be entitled to postpone for a reasonable period of time (not to exceed 90 days (or, in the case of clause (A) below, 180 days after effectiveness of the proposed registration statement)days, which may not thereafter be extendedextended without the mutual agreement of the Company and the Holder or Holders requesting registration) the filing of any registration statement otherwise required to be prepared and filed by it pursuant to Section 2(a) hereof if, at the time it receives a request for such registration, (Aw) the Company is conducting or about to conduct an offering of any class of its securities and the Company is advised by the investment banker or financial advisor engaged by the Company to advise the Company thereon that such offering would be affected adversely by the registration so demanded and the Company shall have furnished to the Holder or Holders of Registrable Securities requesting such registration an Officers' Certificate to that effect, (Bx) the Company is in possession of material information that has not been disclosed to the public and the Company deems it advisable not to disclose such information in the registration statement, (Cy) the Company is engaged in any active program for the repurchase of its Common Stock or (Dz) the board of directors of the Company shall determine in good faith that such offering will interfere with a pending or contemplated financing, merger, acquisition, sale of assets, recapitalization or other similar corporate action of the Company and the Company shall have furnished to the Holder or Holders of Registrable Securities requesting such registration an Officers' Certificate to that effect. The Company may only exercise its right to postpone the filing of registration statement under this Section 2(c)(ii) once in any calendar year. In the event of the exercise by the Company of such postponement right, it shall furnish the requesting Holders with an estimate as to when the circumstances permitting the Company to postpone such filing shall cease to exist and thereafter give the Holders prompt notice of such cessation. After such period of postponement the Company shall effect such registration as promptly as practicable without further request from the Holder or Holders of Registrable Securities, unless such request has been withdrawn. (iii) Except as otherwise provided herein, any request by a Holder or Holders for registration of Registrable Securities pursuant to Section 2(a) hereof hereof, which is subsequently withdrawn prior to the registration statement becoming effective effective, shall not constitute a registration statement for purposes of determining the number of registrations to which the Holder of such Registrable Securities is entitled pursuant to Section 2(a); providedPROVIDED, howeverHOWEVER, that the Holder of such Registrable Securities shall reimburse the Company for all expenses incurred, including, without limitation, reasonable fees and expenses of the Company's attorneys, accountants and investment bankers, in connection with the preparation and filing, if filed, of such registration statement, unless such withdrawal is the result of a postponement by the Company under Section 2(c)(ii).

Limitation on Registration Rights. (i) If a request for registration pursuant Notwithstanding any other provision of this Agreement, the Registrant(s) shall have no obligations hereunder to Section 2(a) hereof is made within 30 days prior any Old Debt Holder and no Old Debt Holder shall have any rights hereunder unless and until such Old Debt Holder shall have established to the conclusion reasonable satisfaction of the CompanyRegistrant(s) (A) that such Old Debt Holder was the beneficial owner as of the Confirmation Date of Old Notes and (B) the series and principal amount thereof, which facts such Old Debt Holder can so establish by (1) delivering to Holding within 90 days of the Effective Date the written certification as to such facts of the record holder as of the Confirmation Date of such Old Debt Holder's then current fiscal year, Old Notes or within 40 days after the end of a fiscal year, the Company (2) such other proof as shall not be required reasonably satisfactory to file a registration statement until such time as the Company receives its audited financial statements for such fiscal yearHolding. (ii) The Company Notwithstanding any other provision of this Agreement, the Registrant(s) shall have no obligations hereunder to any Transferee and no Transferee shall have any rights hereunder unless (A) the Original Securities held by such Transferee were originally owned by a Qualifying Old Debt Holder and each subsequent Transferee of such Original Securities (including, without limitation, the Person from whom such Transferee purchased or acquired such Original Securities) has complied timely with the requirements set forth in clauses (B) and (C) of this Section 2.1(b)(ii), (B) within 30 days of such Transferee's acquisition or purchase of such Original Securities, such Transferee delivers to Holding a written certification (signed by an authorized representative of such Transferee) certifying (1) the date of such Transferee's acquisition or purchase of such Original Securities and the number of Original Shares and/or the principal amount of Original Notes acquired or purchased by such Transferee, (2) the identity (including record and beneficial owner) and mailing address of such Transferee and the Person from whom such Transferee purchased or acquired such Original Securities, (3) the certificate number(s) and/or serial number(s) of the Original Securities transferred (if reasonably available), (4) to the knowledge of such Transferee, that the Person from whom such Transferee purchased or acquired such Original Securities was, at the time of such purchase or transfer, a Remaining Class 5 Holder (it being understood that such Transferee shall be entitled to postpone for rely on a reasonable period certificate or written representation of time (not to exceed 90 days (or, such Person in the case of clause (A) below, 180 days after effectiveness of the proposed registration statementmaking such certification), which may not thereafter be extendedand (5) the filing of any registration statement otherwise required to be prepared and filed by it pursuant to Section 2(a) hereof if, at the time it receives a request for such registration, (A) the Company is conducting or about to conduct an offering of any class of its securities and the Company is advised by the investment banker or financial advisor engaged by the Company to advise the Company thereon that such offering would be affected adversely by the registration so demanded and the Company shall have furnished to the Holder or Holders of securities transferred constitute Registrable Securities requesting such registration an Officers' Certificate to that effect, (B) the Company is in possession of material information that has not been disclosed to the public and the Company deems it advisable not to disclose such information in the registration statement, (C) the Company is engaged in any active program for the repurchase within 30 days of its Common Stock such Transferee's acquisition or (D) the board purchase of directors of the Company shall determine in good faith that such offering will interfere with a pending or contemplated financing, merger, sale of assets, recapitalization or other similar corporate action of the Company and the Company shall have furnished to the Holder or Holders of Registrable Securities requesting such registration an Officers' Certificate to that effect. After such period of postponement the Company shall effect such registration as promptly as practicable without further request from the Holder or Holders of Registrable Original Securities, unless such request has been withdrawn. (iii) Except as otherwise provided hereinTransferee executes and delivers to Holding a supplement, any request by a Holder or Holders for registration of Registrable Securities in form and substance reasonably satisfactory to Registrant(s), pursuant to Section 2(a) hereof which is subsequently withdrawn prior such Transferee shall agree to be bound by the registration statement becoming effective shall not constitute a registration statement for purposes terms of determining the number of registrations to which the Holder of such Registrable Securities is entitled pursuant to Section 2(a); provided, however, that the Holder of such Registrable Securities shall reimburse the Company for all expenses incurredthis Agreement, including, without limitation, reasonable fees and expenses of the Company's attorneys, accountants and investment bankers, in connection with the preparation and filing, if filed, of such registration statementSection 2.5.

Limitation on Registration Rights. (i) If a request for registration pursuant to Section 2(a) hereof is made within 30 days prior to the conclusion Notwithstanding any other provision of the Company's then current fiscal year, or within 40 days after the end of a fiscal yearthis Agreement, the Company shall not have no obligations hereunder to any Old Equity Holder and no Old Equity Holder shall have any rights hereunder (other than an Old Equity Holder listed on Schedule I hereto, each of whom will be required deemed to file a registration statement have satisfied the identification requirements set forth in this subsection 2.1(b)) unless and until such time as Old Equity Holder shall have established to the reasonable satisfaction of the Company receives its audited financial statements for (A) that such fiscal yearOld Equity Holder was the beneficial owner as of the Confirmation Date of Old Common Stock and (B) the number of shares and certificate numbers thereof, which facts such Old Equity Holder can so establish by (1) delivering to the Company within 90 days of the Effective Date the written certification as to such facts of the record holder as of the Confirmation Date of such Old Equity Holder's Old Common Stock or (2) such other proof as shall be reasonably satisfactory to the Company. (ii) The Notwithstanding any other provision of this Agreement, the Company shall have no obligations hereunder to any Transferee and no Transferee shall have any rights hereunder unless (A) the Original Securities held by such Transferee were originally owned by a Qualifying Old Equity Holder and each subsequent Transferee of such Original Securities (including, without limitation, the Person from whom such Transferee purchased or acquired such Original Securities) has complied timely with the requirements set forth in clauses (B) and (C) of this Section 2.1(b)(ii), (B) within 30 days of such Transferee's acquisition or purchase of such Original Securities, such Transferee delivers to the Company a written certification (signed by an authorized representative of such Transferee) certifying (1) the date of such Transferee's acquisition or purchase of such Original Securities and the number of Original Securities acquired or purchased by such Transferee, (2) the identity (including record and beneficial owner) and mailing address of such Transferee and the Person from whom such Transferee purchased or acquired such Original Securities, (3) the certificate number(s) of the Original Securities transferred (if reasonably available), (4) to the knowledge of such Transferee, that the Person from whom such Transferee purchased or acquired such Original Securities was, at the time of such purchase or transfer, a Remaining Class 7 Holder (it being understood that such Transferee shall be entitled to postpone for rely on a reasonable period certificate or written representation of time (not to exceed 90 days (or, such Person in the case of clause (A) below, 180 days after effectiveness of the proposed registration statementmaking such certification), which may not thereafter be extendedand (5) the filing of any registration statement otherwise required to be prepared and filed by it pursuant to Section 2(a) hereof if, at the time it receives a request for such registration, (A) the Company is conducting or about to conduct an offering of any class of its securities and the Company is advised by the investment banker or financial advisor engaged by the Company to advise the Company thereon that such offering would be affected adversely by the registration so demanded and the Company shall have furnished to the Holder or Holders of securities transferred constitute Registrable Securities requesting such registration an Officers' Certificate to that effect, (B) the Company is in possession of material information that has not been disclosed to the public and the Company deems it advisable not to disclose such information in the registration statement, (C) within 30 days of such Transferee's acquisition or purchase of such Original Securities, such Transferee executes and delivers to the Company is engaged a supplement, in any active program for the repurchase of its Common Stock or (D) the board of directors of the Company shall determine in good faith that such offering will interfere with a pending or contemplated financing, merger, sale of assets, recapitalization or other similar corporate action of the Company form and the Company shall have furnished substance reasonably satisfactory to the Holder or Holders of Registrable Securities requesting such registration an Officers' Certificate to that effect. After such period of postponement the Company shall effect such registration as promptly as practicable without further request from the Holder or Holders of Registrable SecuritiesCompany, unless such request has been withdrawn. (iii) Except as otherwise provided herein, any request by a Holder or Holders for registration of Registrable Securities pursuant to Section 2(a) hereof which is subsequently withdrawn prior such Transferee shall agree to be bound by the registration statement becoming effective shall not constitute a registration statement for purposes terms of determining the number of registrations to which the Holder of such Registrable Securities is entitled pursuant to Section 2(a); provided, however, that the Holder of such Registrable Securities shall reimburse the Company for all expenses incurredthis Agreement, including, without limitation, reasonable fees and expenses of the Company's attorneys, accountants and investment bankers, in connection with the preparation and filing, if filed, of such registration statementSection 2.5.

Limitation on Registration Rights. (i) If a request for registration pursuant to Section 2(a) hereof is made within 30 days prior to the conclusion of the Company's then current fiscal year, or within 40 days after the end of a fiscal year, the Company shall not be required to file a registration statement until such time as the Company receives its audited financial statements for such fiscal year. (ii) The Company shall be entitled to postpone for a reasonable period of time (not to exceed 90 days (or, in the case of clause (A) below, 180 days after effectiveness of the proposed registration statement)days, which may not thereafter be extendedextended without the mutual agreement of the Company and the Holder or Holders requesting registration) the filing of any registration statement otherwise required to be prepared and filed by it pursuant to Section 2(a) hereof if, at the time it receives a request for such registration, (Aw) the Company is conducting or about to conduct an offering of any class of its securities and the Company is advised by the investment banker or financial advisor engaged by the Company to advise the Company thereon that such offering would be affected adversely by the registration so demanded and the Company shall have furnished to the Holder or Holders of Registrable Securities requesting such registration an Officers' Certificate to that effect, (Bx) the Company is in possession of material information that has not been disclosed to the public and the Company deems it advisable not to disclose such information in the registration statement, (Cy) the Company is engaged in any active program for the repurchase of its Common Stock or (Dz) the board of directors of the Company shall determine in good faith that such offering will interfere with a pending or contemplated financing, merger, acquisition, sale of assets, recapitalization or other similar corporate action of the Company and the Company shall have furnished to the Holder or Holders of Registrable Securities requesting such registration an Officers' Certificate to that effect. The Company may only exercise its right to postpone the filing of registration statement under this Section 2(c)(ii) once in any calendar year. In the event of the exercise by the Company of such postponement right, it shall furnish the requesting Holders with an estimate as to when the circumstances permitting the Company to postpone such filing shall cease to exist and thereafter give the Holders prompt notice of such cessation. After such period of postponement the Company shall effect such registration as promptly as practicable without further request from the Holder or Holders of Registrable Securities, unless such request has been withdrawn. (iii) Except as otherwise provided herein, any request by a Holder or Holders for registration of Registrable Securities pursuant to Section 2(a) hereof hereof, which is subsequently withdrawn prior to the registration statement becoming effective effective, shall not constitute a registration statement for purposes of determining the number of registrations to which the Holder of such Registrable Securities is entitled pursuant to Section 2(a); provided, however, that the Holder of such Registrable Securities shall reimburse the Company for all expenses incurred, including, without limitation, reasonable fees and expenses of the Company's attorneys, accountants and investment bankers, in connection with the preparation and filing, if filed, of such registration statement, unless such with- drawal is the result of a postponement by the Company under Section 2(c)(ii).

Limitation on Registration Rights. (i) If a request for registration pursuant to Section 2(a) hereof is made within 30 days prior to the conclusion of the Company's then current fiscal year, or within 40 days after the end of a fiscal year, the Company shall not be required to file a registration statement until such time as the Company receives its audited financial statements for such fiscal year. (ii) The Company shall be entitled to postpone for a reasonable period of time (not to exceed 90 60 days (or, in the case of clause (A) below, 180 60 days after effectiveness of the proposed registration statement), which may not thereafter be extended) the filing of any registration statement otherwise required to be prepared and filed by it pursuant to Section 2(a) hereof if, at the time it receives a request for such registration, (A) the Company is conducting or about has taken definitive steps to conduct an offering of any class of its securities and the Company is advised in writing by the investment banker banker, managing underwriter or financial advisor engaged by the Company to advise the Company thereon that such offering would be affected materially and adversely by the registration so demanded and the Company shall have furnished to the Holder or Holders of Registrable Securities requesting such registration an Officers' Certificate to that effectdemanded, (B) the Company is in possession of material information that has not been disclosed to the public and the Company deems Board of Directors of the Company, in the reasonable exercise of its discretion, has determined that it is advisable not to disclose such information in the registration statement, (C) the Company is engaged in any an active program for the repurchase of its Common Stock or (D) the board Board of directors Directors of the Company shall determine in good faith that such offering will materially interfere with a pending or contemplated financing, merger, sale of assets, recapitalization or other similar corporate action of the Company Company, and in each such case the Company shall have furnished to the Holder or Holders holders of Registrable Securities requesting such registration an Officers' Certificate to that effectconfirming the applicability of clause (A), (B), (C) or (D), as the case may be. After such period of postponement the Company shall effect such registration as promptly as practicable without further request from the Holder or Holders holders of Registrable Securities, unless such request has been withdrawnwithdrawn by the Stockholder or such Affiliate. (iiiii) Except as otherwise provided herein, any Any request by a Holder the Stockholder or Holders any Affiliate for registration of Registrable Securities pursuant to Section 2(a) hereof (x) which is subsequently withdrawn prior to the registration statement becoming effective or, pursuant to Section 5(c), remaining effective for 135 days or such shorter period as provided therein shall not constitute a registration statement for purposes of determining the number limitation contained in clause (A) of registrations to which the Holder of such Registrable Securities is entitled pursuant to proviso in Section 2(a); provided, howeverprovided that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal to proceed of the requesting Stockholder or Affiliate (other than a refusal to proceed based upon the advice of counsel relating to a matter with respect to the Company) shall be deemed to have been effected by the Company unless the requesting Stockholder or Affiliate shall have elected to pay all expenses of the Company in connection with such registration, that and (y) shall not constitute a registration for purposes of the Holder limitation contained in clause (A) of the proviso in Section 2(a) if after it has become effective, such Registrable Securities shall reimburse registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason or withdrawn by the Company for all expenses incurred, including, without limitation, reasonable fees and expenses of the Company's attorneys, accountants and investment bankers, in connection with the preparation and filing, if filed, of such registration statementany reason.