Common use of Mandatory Registration Rights Clause in Contracts

Mandatory Registration Rights. (a) No later than the earlier of (i) the successful completion currently contemplated public offering pursuant to which Ladenburg Xxxxxxxx will serve as an underwriter thereof. (ii) or six (6) months from the date of issuance of the shares, the Company will prepare and file with the SEC a registration statement on Form S-1 (or, if Form S-1 is not then available to the Company, on such form of registration statement that is then available to effect a registration of all Registrable Securities for the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and for the account of, the Purchasers as selling stockholders thereunder (the “Registration Statement”). The Registration Statement shall permit the Purchasers to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Securities. The Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 415), any shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. In the event that any registration pursuant to this Section 4 shall be, in whole or in part, an underwritten public offering of common stock, any request by Purchasers pursuant to this Section 4 to register Registrable Securities shall specify that such Registrable Securities is to be included in the underwriting on the same terms and conditions as the shares of common stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 4, in the event that there is an underwritten offering of securities of the Company at the request of Purchasers pursuant to a registration covering Registrable Securities and a selling Purchaser does not elect to sell his, her or its Registrable Securities to the underwriters of the Company’s securities in connection with such offering, such Purchaser shall refrain from selling such Registrable Securities not registered pursuant to this Section 5 during the period of distribution of the Company’s securities by such underwriters.. In the event that such Registration Statement is not filed within the period provided under this Section, the Company shall pay an amount in cash or registered Common Stock (at the Company’s sole discretion) to each Purchaser, as partial liquidated damages and not as a penalty, equal to ten percent (10%) of the amount of the Purchaser’s Registrable Securities for each calendar [month] or portion thereof thereafter from the date on which the Registration Statement should have been filed pursuant to this Section until the filing of such Registration Statement.

Mandatory Registration Rights. (a) No later than For so long as the earlier Equinox Pro Forma Percentage is at least 20%, Equinox Gold may demand that the Corporation file in one or more Eligible Jurisdictions one or more base shelf prospectuses under NI 44 102 (including, as applicable, such other documents comprising the Prospectus of (iwhich the base shelf prospectus is a part, a “Mandatory Shelf Prospectus”) the successful completion currently contemplated public offering pursuant to which Ladenburg Xxxxxxxx will serve as an underwriter thereof. (ii) or six (6) months from the date of issuance of the shares, the Company will prepare and file with the SEC a registration statement on Form S-1 (or, if Form S-1 is not then available to the Company, on such form of registration statement that is then available to effect a registration of all Registrable Securities for the purpose of registering under the Securities Act all of qualifying the Registrable Shares for resale bypublic distribution in each such Eligible Jurisdiction. (i) The Corporation shall use its reasonable best efforts to cause a final receipt to be issued for the Mandatory Shelf Prospectus by the applicable Securities Regulators in the Eligible Jurisdictions within 120 days following the Demand Date, and for to remain effective until the account of, the Purchasers as selling stockholders thereunder (the “Registration Statement”). The Registration Statement shall permit the Purchasers to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all earlier of the Registrable Securities. The Registration Statement also shall cover, to date on which the extent allowable under the Securities Act Equinox Pro Forma Percentage falls below 20% and the rules promulgated thereunder (including Rule 415), any shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. In the event that any registration pursuant to this Section 4 shall be, in whole or in part, an underwritten public offering of common stock, any request by Purchasers pursuant to this Section 4 to register Registrable Securities shall specify that such Registrable Securities is to be included in the underwriting on the same terms and conditions as the shares of common stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 4, in the event that there is an underwritten offering of securities of the Company at the request of Purchasers pursuant to a registration covering Registrable Securities and a selling Purchaser does not elect to sell his, her or its Registrable Securities to the underwriters of the Company’s securities in connection with such offering, such Purchaser shall refrain from selling such Registrable Securities not registered pursuant to this Section 5 during the period of distribution of the Company’s securities by such underwriters.. In the event that such Registration Statement is not filed within the period provided under this Section, the Company shall pay an amount in cash or registered Common Stock (at the Company’s sole discretion) to each Purchaser, as partial liquidated damages and not as a penalty, equal to ten percent (10%) of the amount of the Purchaser’s Registrable Securities for each calendar [month] or portion thereof thereafter 25 months from the date on which the Registration Statement should have been filed receipt is issued. The Mandatory Shelf Prospectus shall provide for the resale from time to time, and pursuant to this Section until any method or combination of methods legally available (including an Underwritten Offering, a direct sale to purchasers, an “at-the-market” offering through the facilities of the Exchange, or a sale through brokers or agents), by Equinox Gold and its Affiliates. (ii) If Equinox Gold proposes to conduct an Underwritten Offering under the Mandatory Shelf Prospectus, Equinox Gold shall advise the Corporation of the managing underwriters for such proposed Underwritten Offering. In such event, the Corporation shall enter into an underwriting agreement in customary form with the managing underwriters and shall take all such other reasonable actions as are requested by the managing underwriter in order to expedite or facilitate the qualification and the disposition of the Registrable Shares included in such Underwritten Offering, including the preparation and filing with the applicable Securities Regulators of a prospectus supplement to the Mandatory Shelf Prospectus; provided, however, that the Corporation shall not be required to conduct more than two such Underwritten Offerings during any 365 day period; provided, further, that the Corporation shall not be required to conduct any such Underwritten Offering unless the anticipated gross proceeds to Equinox Gold from such Underwritten Offering are at least $25 million; provided, further, that the Corporation shall use commercially reasonable efforts to make available appropriate officers of the Corporation or its Affiliates to participate in a “road show” or similar marketing effort being conducted by such underwriter with respect to such Underwritten Offering only if Equinox Gold reasonably anticipates gross proceeds from such Underwritten Offering of at least $75 million. If Equinox Gold proposes to distribute Registrable Shares through such Underwritten Offering, Equinox Gold shall enter into an underwriting agreement in customary form with the managing underwriters selected for such Underwritten Offering and complete and execute any questionnaires, personal information forms, powers of attorney, submissions to jurisdiction, certificates, undertakings, declarations, notices, indemnities, securities escrow agreements, and other documents reasonably required under the terms of such Registration Statementunderwriting (including, without limitation, any documents required under applicable Canadian Securities Laws), and furnish to the Corporation such information in writing as the Corporation may reasonably request for inclusion in the Mandatory Shelf Prospectus. Notwithstanding any other provision of this Agreement, with respect to an Underwritten Offering pursuant to a Mandatory Shelf Prospectus, if the managing underwriters determine in good faith that marketing factors require a limitation on the number of shares to be included in such Underwritten Offering, then the managing underwriters may exclude shares (including Registrable Shares) from the Underwritten Offering, and any shares included in the Underwritten Offering shall be allocated to Equinox Gold to the extent of its requested amount of Registrable Shares to be included in the Underwritten Offering.

Mandatory Registration Rights. (a) No later than At any time after the earlier of (i) the successful completion currently contemplated public offering pursuant to which Ladenburg Xxxxxxxx will serve as an underwriter thereof. (ii) or six (6) months from the date of issuance expiration of the sharesrestrictions set forth in Section 3(c) of the Underwriting Agreement (the “Underwriting Agreement”), dated September [•], 2013, by and among PEG Inc., PEG LP and the Company will prepare and Underwriters party thereto (the “Lock-up Expiration Date”), any one or more Holders then holding a majority of the Registrable Shares held by all such Holders may demand that PEG Inc. (a) file with the SEC Commission one or more shelf or other registration statements on Form S-1 or such other form under the Securities Act then available to PEG Inc. providing for the resale by the Holders of all or a portion of the Registrable Shares held by such Holders in one or more separate public offerings or from time to time pursuant to Rule 415 of the Securities Act, if permitted by such form (including the Prospectus, any amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference, if any, in any such registration statement, the “Mandatory Registration Statement”); and/or (b) file in one or more Eligible Jurisdictions one or more base shelf prospectuses under NI 44-102 (including, as applicable, such other documents comprising the Canadian Prospectus of which the base shelf prospectus is a part, a “Mandatory Canadian Shelf Prospectus”) qualifying the Registrable Shares for public distribution in each such Eligible Jurisdiction. If PEG Inc. has an effective Mandatory Registration Statement on Form S-1 under the Securities Act and becomes eligible to use Form S-3 or such other short-form registration statement form under the Securities Act, PEG Inc. shall promptly give notice of such eligibility to the Holders and may, in its sole discretion, convert such Mandatory Registration Statement on Form S-1 to a registration statement on Form S-1 (or, if Form S-1 is not then available to the Company, on S-3 or such other short-form of registration statement that is then available to effect by means of a registration post-effective amendment or otherwise, unless the Holders notify PEG Inc. within 10 Business Days of all Registrable Securities for the purpose of registering under the Securities Act all receipt of the PEG Inc. notice that such conversion would interfere with its distribution of Registrable Shares for resale byalready in progress and provides a reasonable explanation therefor, and for in which case PEG Inc. will delay the account of, conversion of the Purchasers as selling stockholders thereunder (the “Registration Statement”). The Mandatory Registration Statement shall permit the Purchasers to offer and sell, on for a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all reasonable time after receipt of the Registrable Securities. The Registration Statement also shall coverfirst such notice, not to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 415), any shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. In the event that any registration pursuant to this Section 4 shall be, in whole or in part, an underwritten public offering of common stock, any request by Purchasers pursuant to this Section 4 to register Registrable Securities shall specify that such Registrable Securities is to be included exceed 30 days in the underwriting on the same terms and conditions as the shares of common stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 4, in the event that there is an underwritten offering of securities of the Company at the request of Purchasers pursuant to a registration covering Registrable Securities and a selling Purchaser does not elect to sell his, her or its Registrable Securities to the underwriters of the Company’s securities in connection with such offering, such Purchaser shall refrain from selling such Registrable Securities not registered pursuant to this Section 5 during the period of distribution of the Company’s securities by such underwriters.. In the event that such Registration Statement is not filed within the period provided under this Section, the Company shall pay an amount in cash or registered Common Stock (at the Company’s sole discretion) to each Purchaser, as partial liquidated damages and not as a penalty, equal to ten percent (10%) of the amount of the Purchaser’s Registrable Securities for each calendar [month] or portion thereof thereafter from the date on which the Registration Statement should have been filed pursuant to this Section until the filing of such Registration Statementaggregate.

Mandatory Registration Rights. (a) No later than the earlier of (i) the successful completion currently contemplated public offering pursuant to which Ladenburg Xxxxxxxx will serve as an underwriter thereof. (ii) or six (6) months from the date of issuance of the sharesMarch 31, 2008, the Company will prepare and file with the SEC a registration statement on Form S-1 SB-2 (or, if Form S-1 SB-2 is not then available to the Company, on such form of registration statement that is then available to effect a registration of all Registrable Securities for the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and for the account of, the Purchasers Holders as selling stockholders thereunder (the “Registration Statement”). The Registration Statement shall permit the Purchasers Holders to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Securities. The Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 415), any shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. In the event that any registration pursuant to this Section 4 shall be, in whole or in part, an underwritten public offering of common stock, any request by Purchasers holders pursuant to this Section 4 to register Registrable Securities shall specify that such Registrable Securities is to be included in the underwriting on the same terms and conditions as the shares of common stock otherwise being sold through underwriters under such registration. The number of shares of Registrable Securities to be included in such an underwriting may be cut back (pro rata among the requesting holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein. Notwithstanding anything to the contrary contained in this Section 4, in the event that there is an underwritten offering of securities of the Company at the request of Purchasers pursuant to a registration covering Registrable Securities and a selling Purchaser holder of Registrable Securities does not elect to sell his, her or its Registrable Securities to the underwriters of the Company’s securities in connection with such offering, such Purchaser holder shall refrain from selling such Registrable Securities not registered pursuant to this Section 5 4 during the period of distribution of the Company’s securities by such underwriters.. In underwriters and the event period in which the underwriting syndicate participates in the after market; provided, however, that such Registration Statement is not filed within the period provided under this Sectionholder shall, the Company shall pay an amount in cash or registered Common Stock (at the Company’s sole discretion) any event, be entitled to each Purchaser, as partial liquidated damages and not as a penalty, equal to ten percent (10%) of the amount of the Purchaser’s sell its Registrable Securities for each calendar [month] or portion thereof thereafter from in connection with such registration commencing on the 180th day after the effective date on which the Registration Statement should have been filed pursuant to this Section until the filing of such Registration Statementregistration statement.