Number of Demand Registrations. Upon the terms and subject to the conditions of this Agreement, Holders shall be entitled to have three Demand Registrations effected. A Demand Registration shall not be deemed to be effected and shall not count as a Demand Registration of any Person (i) if a Registration Statement with respect thereto shall not have become effective under the Securities Act and remained effective (A) for at least 180 days (excluding any Interruption Period or Delay Period) in the case of a Demand Registration that is not on a Form S-3 or other comparable form or (B) for at least two years (excluding any Interruption Period or Delay Period) in the case of a Demand Registration on Form S-3 or other comparable form, or until the completion of the distribution of the Registrable Securities thereunder, whichever is earlier (including, without limitation, because of withdrawal of such Registration Statement by the Holders pursuant to Section 2(f) hereunder), (ii) if, after it has become effective, such registration is interfered with for any reason by any stop order, injunction or other order or requirement of the Commission or any governmental authority, or as a result of the initiation of any proceeding for such stop order by the Commission through no fault of the Holders and the result of such interference is to prevent the Holders from disposing of such Registrable Securities proposed to be sold in accordance with the intended methods of disposition, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with any underwritten offering shall not be satisfied or waived with the consent of the Holders of a majority in number of the Registrable Securities to be included in such Demand Registration, other than as a result of any breach by the Holders or any underwriter of its obligations thereunder or hereunder.
Appears in 7 contracts
Samples: Registration Rights Agreement (Diamondback Energy, Inc.), Investor Rights Agreement (Diamondback Energy, Inc.), Investor Rights Agreement (Gulfport Energy Corp)
Number of Demand Registrations. Upon the terms and subject to the conditions of this Agreement, The Required Holders shall be entitled to have three two Demand Registrations effected. A Demand Registration shall not be deemed to be effected and shall not count as a Demand Registration of any Person (i) if a Registration Statement with respect thereto shall not have become effective under the Securities Act and remained effective (A) for at least 180 days (excluding any Interruption Period or Delay Period) in the case of a Demand Registration that is not on a Form S-3 or other comparable form or (B) for at least two years (excluding any Interruption Period or Delay Period) in the case of a Demand Registration on Form S-3 or other comparable form, or until the completion of the distribution of the Registrable Securities thereunder, whichever is earlier (including, without limitation, because of withdrawal of such Registration Statement by the Holders pursuant to Section 2(f) hereunder), (ii) if, after it has become effective, such registration is interfered with for any reason by any stop order, injunction or other order or requirement of the Commission or any governmental authority, or as a result of the initiation of any proceeding for such stop order by the Commission through no fault of the Holders and the result of such interference is to prevent the Holders from disposing of such Registrable Securities proposed to be sold in accordance with the intended methods of disposition, (iii) the Company exercises its rights with respect to a Delay Period under Section 5(a) and the result is a delay in the proposed distribution of any Registrable Securities and the Holders determine not to sell such Registrable Securities pursuant to such registration as a result of such delay, or (iiiiv) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with any underwritten offering shall not be satisfied or waived with the consent of the Holders of a majority in number of the Registrable Securities to be included in such Demand RegistrationRequired Holders, other than as a result of any breach by the Holders or any underwriter of its obligations thereunder or hereunder.
Appears in 3 contracts
Samples: Registration Rights Agreement (Comsys It Partners Inc), Merger Agreement (Venturi Partners Inc), Registration Rights Agreement (Comsys It Partners Inc)
Number of Demand Registrations. Upon the terms and subject to the conditions of this Agreement, Holders The Wachovia Parties shall be entitled to have three Demand Registrations effected and the Junior Securities Parties shall be entitled to have one Demand Registration effected. A Demand Registration shall not be deemed to be effected and shall not count as a Demand Registration of any Person (i) if a Registration Statement with respect thereto shall not have become effective under the Securities Act and remained effective (A) for at least 180 days (excluding any Interruption Period or Delay Period) in the case of a Demand Registration that is not on a Form S-3 or other comparable form or (B) for at least two years (excluding any Interruption Period or Delay Period) in the case of a Demand Registration on Form S-3 or other comparable form, or until the completion of the distribution of the Registrable Securities thereunder, whichever is earlier (including, without limitation, because of withdrawal of such Registration Statement by the Holders pursuant to Section 2(f) hereunder), (ii) if, after it has become effective, such registration is interfered with for any reason by any stop order, injunction or other order or requirement of the Commission or any governmental authority, or as a result of the initiation of any proceeding for such stop order by the Commission through no fault of the Holders and the result of such interference is to prevent the Holders from disposing of such Registrable Securities proposed to be sold in accordance with the intended methods of disposition, (iii) the Company exercises its rights with respect to a Delay Period under Section 5(a) and the result is a delay in the proposed distribution of any Registrable Securities and the Holders determine not to sell such Registrable Securities pursuant to such registration as a result of such delay, or (iiiiv) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with any underwritten offering shall not be satisfied or waived with the consent of the Holders of a majority in number of the Registrable Securities to be included in such Demand Registration, other than as a result of any breach by the Holders or any underwriter of its obligations thereunder or hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Comsys It Partners Inc), Merger Agreement (Venturi Partners Inc)
Number of Demand Registrations. Upon the terms and subject to the conditions of this Agreement, The Holders shall be entitled to have three two (2) Demand Registrations effected. A Demand Registration shall not be deemed to be effected and shall not count as a Demand Registration of any Person (i) if a Registration Statement with respect thereto shall not have become effective under the Securities Act and remained effective (A) for at least 180 days (excluding any Interruption Period or Delay Period) in the case of a Demand Registration that is not on a Form S-3 or other comparable form or (B) for at least two years (excluding any Interruption Period or Delay Period) in the case of a Demand Registration on Form S-3 or other comparable form, or until the completion of the distribution of the Registrable Securities thereunder, whichever is earlier (including, without limitation, because of withdrawal of such Registration Statement by the Holders pursuant to Section 2(f) hereunder), (ii) if, after it has become effective, such registration is interfered with for any reason by any stop order, injunction or other order or requirement of the Commission or any governmental authority, or as a result of the initiation of any proceeding for such stop order by the Commission through no fault of the Holders and the result of such interference is to prevent the Holders from disposing of such Registrable Securities proposed to be sold in accordance with the intended methods of disposition, (iii) the Company exercises its rights with respect to a Delay Period under Section 5(a) and the result is a delay in the proposed distribution of any Registrable Securities and the Holders determine not to sell such Registrable Securities pursuant to such registration as a result of such delay, or (iiiiv) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with any underwritten offering shall not be satisfied or waived with the consent of the Holders of a majority in number of the Registrable Securities to be included in such Demand RegistrationRequired Holders, other than as a result of any breach by the Holders or any underwriter of its obligations thereunder or hereunder.
Appears in 1 contract
Samples: Registration Rights Agreement (Personnel Group of America Inc)
Number of Demand Registrations. Upon the terms and subject to the conditions of this Agreement, The Holders shall be entitled to have three two (2) Demand Registrations effected. A Demand Registration shall not be deemed to be effected and shall not count as a Demand Registration of any Person (i) if a Registration Statement with respect thereto shall not have become effective under the Securities Act and remained effective (A) for at least 180 days (excluding any Interruption Period or Delay Period) in the case of a Demand Registration that is not on a Form S-3 or other comparable form or (B) for at least two years (excluding any Interruption Period or Delay Period) in the case of a Demand Registration on Form S-3 or other comparable form, or until the completion of the distribution of the Registrable Securities thereunder, whichever is earlier (including, without limitation, because of withdrawal of such Registration Statement by the Holders pursuant to Section 2(f) hereunder), (ii) if, after it has become effective, such registration is interfered interefered with for any reason by any stop order, injunction or other order or requirement of the Commission or any governmental authority, or as a result of the initiation of any proceeding for such stop order by the Commission through no fault of the Holders and the result of such interference is to prevent the Holders from disposing of such Registrable Securities proposed to be sold in accordance with the intended methods of disposition, (iii) the Company exercises its rights with respect to a Delay Period under Section 5(a) and the result is a delay in the proposed distribution of any Registrable Securities and the Holders determine not to sell such Registrable Securities pursuant to such registration as a result of such delay, or (iiiiv) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with any underwritten offering shall not be satisfied or waived with the consent of the Holders of a majority in number of the Registrable Securities to be included in such Demand RegistrationRequired Holders, other than as a result of any breach by the Holders or any underwriter of its obligations thereunder or hereunder.
Appears in 1 contract
Samples: Registration Rights Agreement (Personnel Group of America Inc)
Number of Demand Registrations. Upon USCB shall not be required to effect more than four (4) registrations (two each for Priam and Patriot) pursuant to Section 2.1 and USCB shall not be required to effect more than one (1) registration pursuant to Section 2.2; provided, that USCB shall not be required to effect any registration pursuant to Section 2.1 (other than on Form S-3) within six (6) months after the terms and subject effective date of any other Registration Statement (a) filed by USCB pursuant to Section 2.1 or (b) with respect to which the conditions of this Agreement, Holders shall be initiating Large Investor(s) was entitled to have three Demand Registrations effected. A Demand Registration shall include Registrable Common Shares pursuant to Section 3; provided, further, that a request under Sections 2.1 or 2.2 will not be deemed to be effected and shall constitute a request for purposes of the foregoing limitations if such request is withdrawn pursuant to Section 2.5 or is not counted as one of the permitted registrations pursuant to this Section 2.3. A registration will not count as a Demand Registration one of any Person the permitted registrations under Sections 2.1 or 2.2 (i) if a the Registration Statement with respect thereto shall does not have become effective under the Securities Act and remained effective (A) for at least 180 days (excluding any Interruption Period or Delay Period) in the case of a Demand Registration that is not on a Form S-3 or other comparable form or (B) for at least two years (excluding any Interruption Period or Delay Period) in the case of a Demand Registration on Form S-3 or other comparable form, or until the completion of the distribution of the Registrable Securities thereunder, whichever is earlier (including, without limitation, because of withdrawal of such Registration Statement by the Holders pursuant to Section 2(f) hereunder)effective, (ii) if the Registration Statement thereto has not remained effective until the earlier of the time when all Registrable Shares included therein by the initiating Large Investor(s) are sold or the end of the period described in Section 4.1(b), as the case may be, (iii) if, after it has become effective, such registration is interfered with for any reason by Registration Statement becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental entity for any governmental authorityreason during the period described in Section 4.1(b), as the case may be, unless such order or as a result of the initiation of any proceeding for such stop order by the Commission through no fault of the Holders requirement is lifted and the result of such interference is to prevent the Holders from disposing of such Registrable Securities proposed to be sold in accordance with the intended methods of dispositionRegistration Statement becomes effective, or (iiiiv) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with any underwritten the offering shall and sale of Registrable Shares under such Registration Statement are not satisfied or waived, except if the failure of such closing conditions to be satisfied is caused by the initiating Large Investor(s), or waived with the consent (v) any of the Holders of a majority in number initiating Large Investors are not able to register and sell at least 50% of the Registrable Securities Common Shares or 100% of the Registrable Preferred Shares, as the case may be, requested to be included by such initiating Large Investor in such Demand Registrationregistration, other than as a result by reason of any breach by such initiating Large Investor withdrawing its request or terminating the Holders or any underwriter of its obligations thereunder or hereunderoffering.
Appears in 1 contract
Samples: Registration Rights Agreement (Uscb Financial Holdings, Inc.)
Number of Demand Registrations. Upon the terms and subject to the conditions of this Agreement, Affiliate Holders shall be entitled to have three Demand Registrations effected. A Demand Registration shall not be deemed to be effected and shall not count as a Demand Registration of any Person (i) if a Registration Statement with respect thereto shall not have become effective under the Securities Act and remained effective (A) for at least 180 days (excluding any Interruption Period or Delay Period) in the case of a Demand Registration that is not on a Form S-3 or other comparable form or (B) for at least two years (excluding any Interruption Period or Delay Period) in the case of a Demand Registration on Form S-3 or other comparable form, or until the completion of the distribution of the Registrable Securities thereunder, whichever is earlier (including, without limitation, because of withdrawal of such Registration Statement by the Holders pursuant to Section 2(f) hereunder), (ii) if, after it has become effective, such registration is interfered with for any reason by any stop order, injunction or other order or requirement of the Commission or any governmental authority, or as a result of the initiation of any proceeding for such stop order by the Commission through no fault of the Holders and the result of such interference is to prevent the Holders from disposing of such Registrable Securities proposed to be sold in accordance with the intended methods of disposition, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with any underwritten offering shall not be satisfied or waived with the consent of the Holders of a majority in number of the Registrable Securities to be included in such Demand Registration, other than as a result of any breach by the Holders or any underwriter of its obligations thereunder or hereunder.
Appears in 1 contract