Obligation to Effect Registration. Upon receipt by the Company prior to the Termination Date of any request for registration pursuant to Section 3.1(a), the Company will promptly give written notice of such requested registration to all holders of Registrable Securities, and thereupon will use its best efforts to effect the registration under the Securities Act of
(i) the Registrable Securities which the Company has been so requested to register pursuant to Section 3.1(a), and
(ii) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request given to the Company within 30 days after the Company has given such written notice (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding the preceding sentence:
Obligation to Effect Registration. (i) Within 10 business days after receipt by the Corporation of any request for registration pursuant to Section 2(a) or 2(b), the Corporation shall give written notice of such requested registration to all Holders, and as expeditiously as possible will use its best efforts to effect the registration under the Securities Act of:
(1) the Registrable Securities which the Corporation has been so requested to register pursuant to Section 2(a) or 2(b); and
(2) all other Registrable Securities which the Corporation has been requested to register by any other Holders thereof by written request given to the Corporation within 10 days after the Corporation has given such written notice.
(ii) The Corporation's obligations under Sections 2(a) and 2(b) shall be subject to the following limitations:
(1) the Corporation shall not be required to effect a registration during the period starting with the date of filing of, and ending on the date 180 days following the effective date of, the registration statement pertaining to a public offering by the Corporation so long as the Holders are permitted to register and sell in such offering all such Registrable Securities as they have requested be included in such offering without cutback under Section 2(f); provided, that, (i) the Corporation may not decline to register shares pursuant to this clause (1) more than once every two years (such time period to commence upon the expiration of the end of the 180-day period referred to above) and (ii) the Corporation may not decline to register shares pursuant to this clause (1) at any time prior to six (6) months after the date hereof unless the Corporation is effecting such registration in order to refinance the Bridge Loans (as defined in the Commitment Letters (as defined in the Merger Agreement)); and
(2) the Corporation shall not be required to effect a registration on Form S-1 if it has filed and has maintained an effective "shelf' Registration Statement on Form S-3 pursuant to Section 4(d) and such Form S-3 is effective and permitted to be used by the Requesting Holders to sell all of the Registrable Securities such Requesting Holders wish to sell.
Obligation to Effect Registration. Within 20 days after receipt by the Issuer of any request for registration pursuant to Section 2.1(a) or 2.1(b), the Issuer shall promptly give written notice of such requested registration to all Holders, and thereupon will use its best efforts to effect the registration under the Securities Act of:
(i) the Registrable Securities that the Issuer has been so requested to register pursuant to Section 2.1(a) or 2.1(b), and
(ii) all other Registrable Securities that the Issuer has been requested to register by the Holders thereof by written request given to the Issuer within 10 days after the Issuer has given such written notice (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered.
Obligation to Effect Registration. Upon receipt by the Company of any request for registration pursuant to Section 2.1(a), the Company shall promptly give written notice of such requested registration to all holders of Registrable Securities, and thereupon shall use its reasonable best efforts to effect the registration under the Securities Act of
(i) the Registrable Securities which the Company has been so requested to register pursuant to Section 2.1(a), and
(ii) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request given to the Company within 30 days after the Company has given such written notice (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding the preceding sentence, the Company shall not be required to effect a registration requested pursuant to Section 2.1(a) if (1) with respect to the first two such requests, the aggregate number of Registrable Securities referred to in clauses (i) and (ii) of the preceding sentence to be included in such registration shall be (A) less than 15% (by number of shares) of the outstanding shares of Common Stock or (B) without approval of a majority of the Board, more than 25% (by number of shares) of the outstanding shares of Common Stock, and (2) thereafter, the aggregate number of Registrable Securities referred to in clauses (i) and (ii) of the preceding sentence to be included in such registration is less than 5% (by number of shares) of the outstanding shares of Common Stock.
Obligation to Effect Registration. Within 10 days after receipt by the Company of any request for registration pursuant to Section 3.1(a), the Company shall promptly give written notice of such requested registration to all Holders, and thereupon will use its best efforts to effect the registration under the Securities Act of
(i) the Registrable Securities that the Company has been so requested to register pursuant to Section 3.1(a), and
(ii) subject to the limitation on number of shares set forth in Section 3.1(a), all other Registrable Securities which the Company has been requested to register by the Holders thereof by written request given to the Company within 10 days after the Company has given such written notice (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered.
Obligation to Effect Registration. The Company will use its best efforts to effect the registration under the Securities Act to the extent required to permit (in accordance with the intended methods thereof) the disposition of (i) the Registrable Securities that the Company has been so requested to register pursuant to Section 1.1(a), and (ii) all other Registrable Securities that the Company has been requested to register pursuant to Section 1.1(b). Notwithstanding the foregoing, the Company shall not be required to effect a registration requested pursuant to this Section 1.1 (and the Company shall so notify the requesting holder or holders) if (x) the aggregate number of Registrable Securities referred to be included in such registration is less than 10% (in the case of a request pursuant to Section 1.1(a)(i)) or 1% (in the case of a request pursuant to Section 1.1(a)(ii)) of the Registrable Securities outstanding at such time or (y) the Board determines in its good faith judgment, after consultation with a firm of nationally-recognized underwriters, that there will be an adverse effect on a then-contemplated public offering of the Common Stock.
Obligation to Effect Registration. The Company shall have no obligation to effect a registration with respect to any registration requested pursuant to Section 2.2 or Section 2.4 if the number of shares or the anticipated aggregate offering price of the Registrable Securities to be included in the registration does not equal or exceed the number of shares or the anticipated aggregate offering price required to originally trigger the Company’s obligation to initiate such registration as specified in Section 2.2 or Section 2.4, whichever is applicable.
Obligation to Effect Registration. Upon receipt by the Company --------------------------------- of any request for registration pursuant to Section 3.1(a), the Company will promptly give written notice of such requested registration to all holders of Registrable Securities, and thereupon will use its best efforts to effect the registration under the Securities Act of
(i) the Registrable Securities which the Company has been so requested to register pursuant to Section 3.1(a), and
Obligation to Effect Registration. Within five (5) days after receipt by the Company of any request for Demand Registration, the Company shall give written notice of such requested registration to all Holders. Such Holders shall have the right, by giving written notice to the Company within ten (10) Business Days after the Company provides its notice, to elect to have included in such registration such of their Registrable Securities as such Holders may request in such notice of election. Thereupon, the Company shall, as expeditiously as possible, use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been requested to so register.
Obligation to Effect Registration. Within five (5) days after receipt by the Company of any request for Demand Registration, the Company shall promptly give written notice of such requested registration to all Holders. Such Holders shall have the right, by giving written notice to the Company within twenty (20) days after the Company provides its notice, to elect to have included in such registration such of their Registrable Securities as such Holders may request in such notice of election. Thereupon, the Company shall, as expeditiously as possible, use reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been requested to so register; PROVIDED, that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Securities requested to be registered by all Holders may not be included in the offering, then all Holders who have requested registration shall participate in the offering pro rata based upon the number of Registrable Securities that they have requested to be so registered.
