Common use of Obligation to Effect Registration Clause in Contracts

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. (i) Within 10 business Upon the written request of any holder of Registrable Securities given to the Company within 30 days after receipt by the Corporation of any request for registration Company has given a notice pursuant to Section 2(a1.2(a) (which request shall specify the Registrable Securities intended to be disposed of by such holder, the intended method of disposition thereof and the price at or 2(babove which it would be acceptable to such holder to dispose of such Registrable Securities), the Corporation shall give written notice of such requested registration to all Holders, and as expeditiously as possible Company will use its best efforts to effect the registration under the Securities Act of: (1) the of all Registrable Securities which that the Corporation Company has been so requested to register by the holders thereof to the extent required to permit the disposition of the Registrable Securities to be so registered in accordance with the intended methods as so indicated; provided that: (i) if such registration shall be in connection with the initial public offering of the Common Stock, the Company shall not include any Registrable Securities in such proposed registration if the Board shall have determined, after consultation with the managing underwriters for such offering (or, in connection with an offering that is not underwritten, after consultation with an investment banker), that it is not in the best interests of the Company to include any Registrable Securities in such registration (in which case the Company shall not include in such registration any securities not being sold for the account of the Company); (ii) the Company shall not include any Registrable Securities of any Management Stockholder in any such proposed registration if and to the extent that the Board shall have determined, after consultation with the managing underwriters for such offering (or, in connection with an offering that is not underwritten, an investment banker), that the participation of such Management Stockholder could adversely affect the offering; (iii) if the Board determines, after consultation with the managing underwriters for such offering (or, in connection with an offering that is not underwritten, with an investment banker), that it is not in the best interests of the Company to include all of the Registrable Securities requested to be included in such registration (whether by the Company, pursuant to this Section 1.2 or pursuant to any other rights granted by the Company to a holder or holders of its securities to request or demand such registration or inclusion of any such securities in any such registration): (A) the Company shall so advise each holder of Registrable Securities requesting registration of the number of securities that the Board has determined will be sold in such offering; (B) the Company shall include in such registration only the number (if any) of Registrable Securities so requested to be included that the Board has so determined be sold and shall not include in such registration any securities (other than securities being sold by the Company, which shall have priority in being included in such registration) so requested to be included other than Registrable Securities unless all Registrable Securities requested to be so included are include therein; (C) all holders of Registrable Securities requested to be included therein shall share pro rata in the number of shares of Registrable Securities included in such public offering on the basis of the number of Registrable Securities requested to be included therein by such holders; provided that in the case of a registration initially requested or demanded by a holder or holders of securities other than Registrable Securities pursuant to valid and enforceable contractual rights to make such request or demand, the holders of the Registrable Securities requested to be included therein and the holders of such other securities shall share pro rata (based on the number of shares if the requested or demanded registration is to cover only Common Stock and, if not, based on the proposed offering price of the total number of securities included in such public offering requested to be included therein); and the Company shall so provide in any registration rights agreement or other agreement pursuant to which any holder of Registrable Securities or any other securities of the Company shall be granted the right to request or demand the registration of such securities; (iv) if, at any time after giving written notice pursuant to Section 2(a1.2(a) of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities or 2(bother securities that was previously notified of such registration and, thereupon, shall not register any Registrable Securities in connection with such registration (but without prejudice to the rights of any holder or holders of Registrable Securities to request that registration be effected under Section 1.1); and (2v) all other Registrable Securities which the Corporation has been requested if prior 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, of the registration statement pertaining to a public offering filed in connection with such registration, the Company is informed by the Corporation so long as managing underwriter (or, in connection with an offering which is not underwritten, by an investment banker) that the Holders price at which such securities are permitted to register be sold is a price below that price which the requesting holders indicated to be acceptable, the Company shall promptly notify the requesting holders of such fact, and sell in provide each such offering requesting holder with a reasonable opportunity to withdraw its request to have all such or a portion of its 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 sellstatement.

Obligation to Effect Registration. (ia) Within 10 business days after Upon receipt by of the Corporation of any written request for registration pursuant to Section 2(a) or 2(b)Demand Registration, the Corporation shall give written notice of such requested registration to all Holders, and as expeditiously as possible Company will promptly use its best efforts to effect the registration Registration under the Securities Act of: (1) of the Registrable Securities which the Corporation Company has been so requested to register pursuant to Section 2(a2.1, all to the extent required to permit the disposition (in accordance with the intended method or methods of disposition as aforesaid) or 2(b); and (2) all other of the Registrable Securities which so to be registered and will use its best efforts to file with the Corporation has been requested SEC within 75 days of such demand a Registration Statement for such Registrable Securities. If the Company fails to register by any other Holders thereof by written request given file such Registration Statement within 75 days after receipt of a proper demand pursuant to this Section 2, the Company shall issue to the Corporation Holder or Holders, as the case may be, an aggregate of 50,000 shares of Common Stock per month until the Registration Statement is filed or the Demand Registration is withdrawn. Such shares shall be allocated among the Holders of Registrable Securities seeking the Demand Registration, based on their pro rata ownership of such Registrable Securities seeking the Demand Registration. The foregoing shall be the sole liability of the Company for failing to file a Registration Statement within 10 days after the Corporation has given such written noticetime period prescribed in this Section 2.2(a). (iib) The Corporation's obligations under Sections 2(a) and 2(b) Notwithstanding the foregoing Section 2.2(a), if the Company shall be subject have previously effected a Registration with respect to Registrable Securities pursuant to Section 3 or otherwise, the following limitations: (1) the Corporation Company shall not be required to effect a registration during the Registration pursuant to this Section 2 until a period starting with the date of filing of, and ending on the date 180 days following twelve months shall have elapsed from the effective date ofof the most recent such previous Registration. If the Company shall postpone a Demand Registration as permitted by this Section 2.2(b), the registration statement pertaining to a public offering by the Corporation so long such Holder or Holders, as the Holders are permitted case may be, shall have the right to register and sell in withdraw such offering all such Registrable Securities as they have requested be included in such offering without cutback under Section 2(f); provided, that, (i) Demand Registration by giving written notice to 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 Company within ten days after receipt of the end notice of the 180-day period referred to above) postponement, 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 event of such withdrawal, such Demand Registration shall not constitute a Demand Registration and 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 counted for the purpose of 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 sell2.1.

Obligation to Effect Registration. (ia) Within 10 business days after Upon receipt by of the Corporation of any written request for registration pursuant to Section 2(a) or 2(b)Demand Registration, the Corporation shall give written notice of such requested registration to all Holders, and as expeditiously as possible Company will promptly use its best reasonable efforts to effect the registration Registration under the Securities Act of: (1) of the Registrable Securities which the Corporation Company has been so requested to register pursuant to Section 2(a2.1, all to the extent required to permit the disposition (in accordance with the intended method or methods of disposition as aforesaid) or 2(b); and (2) all other of the Registrable Securities which so to be registered and will use reasonable efforts to file with the Corporation has been requested to register by any other Holders thereof by written request given to the Corporation SEC within 10 60 days after the Corporation has given of such written noticedemand a Registration Statement for such Registrable Securities. (iib) The Corporation's obligations under Sections 2(a) and 2(b) shall be subject to Notwithstanding the following limitations:foregoing Section 2.2(a): (1i) if the Corporation Company shall have previously effected a Registration with respect to Registrable Securities pursuant to Section 3 or otherwise, the Company shall not be required to effect a registration during the Registration pursuant to this Section 2 until a period starting with the date of filing of, and ending on the date 180 days following twelve months shall have elapsed from 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 most recent such previous Registration; (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 Company shall not be required to file a Registration Statement if, as a result, the Company would be required to include in such Registration Statement (x) audited financial statements as of any date other than a fiscal year end or any other date as of which the Company shall have audited financial statements or (y) pro forma financial statements pursuant to Regulation S-X under the Securities Act if such pro forma statements cannot be reasonably prepared in a timely fashion, until such audited financial statements or such pro forma financial statements have been prepared, provided that the Company shall use its reasonable efforts to prepare on a timely basis any audited financial statements or pro forma financial statements required to be included; and (iii) if the Company determines in good faith that a Registration or the filing of a Registration Statement with respect to Registrable Securities pursuant to this Section 2 (x) may interfere with or affect the negotiation or completion of any transaction that is being contemplated by the Company (whether or not a final decision has been made to undertake such transaction), or (y) would require the disclosure of material information which is a trade secret of the Company or which the Company has a specific short-term need for preserving as confidential or the Company is unable to comply with the requirements of the SEC, the Company shall not be required to commence using its reasonable efforts to effect a registration on Form S-1 if it has filed and has maintained an effective "shelf' Registration pursuant to this Section 2, or may withhold efforts to cause a Registration Statement on Form S-3 pursuant to Section 4(dbecome effective, until the earlier of (I) and the date upon which such Form S-3 material information is effective and permitted disclosed to the public (it being understood that nothing herein shall require such disclosure) or, in the good faith determination of the Company, ceases to be used by material and (II) 180 days after the Requesting Holders to sell all Company makes such good faith determination. If the Company shall postpone a Demand Registration under any of the Registrable Securities foregoing clauses (i) through (iv), such Requesting Holders wish Holder or Holders, as the case may be, shall have the right to sellwithdraw such Demand Registration by giving written notice to the Company within ten days after receipt of the notice of postponement, and in the event of such withdrawal, such Demand Registration shall not constitute a Demand Registration and shall not be counted for the purpose of Section 2.1.

Obligation to Effect Registration. (i) Within 10 business days after receipt by the Corporation Company of any request for registration pursuant to Section 2(a) or 2(b3.1(a), the Corporation Company shall give written notice of such requested registration to all Holders, and as expeditiously as possible thereupon will use its reasonable best efforts to effect the registration under the Securities Act of: (1i) the Registrable Securities which the Corporation Company has been so requested to register pursuant to Section 2(a) or 2(b3.1(a); and (2ii) all other Registrable Securities which the Corporation Company has been requested to register by any other the Holders thereof by written request given to the Corporation Company within 10 20 days after the Corporation Company has given such written notice. notice (ii) The Corporation's obligations under Sections 2(a) and 2(b) which request shall be subject specify the intended method of disposition of such Registrable Securities), all to the following limitationsextent 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: (1x) the Corporation Company shall not be required to effect a registration during requested pursuant to Section 3.1 if the period starting with the date aggregate number 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 referred to in such offering without cutback under Section 2(f); provided, that, clauses (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 of this clause (1Section 3.1(b) at any time prior to six (6) months after the date hereof unless the Corporation is effecting included in such registration in order to refinance shall be less than 10% of the Bridge Loans number of Purchased Shares (as defined in the Commitment Letters (as defined in the Merger Recapitalization Agreement)); and (2y) if the Corporation 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 initial Public Offering of the Common Stock, the Holders requesting such registration shall be given notice of such fact and shall be deemed to have withdrawn such request and such registration shall not be required deemed to effect have been effected or requested pursuant to this Section 3.1; and (z) the Company shall be entitled to postpone for a registration on Form S-1 if it has filed and has maintained an effective "shelf' Registration Statement on Form S-3 reasonable period of time not to exceed 180 days from the date a request pursuant to Section 4(d3.1 (a) and such Form S-3 is effective and permitted received, the filing of any registration statement otherwise required to be used prepared and filed by it pursuant to this Section 3.1, if the Requesting Board of Directors of the Company (i) in good faith determines at such time that such registration and offering would materially adversely affect or interfere with any proposed or pending financing, acquisition, corporate reorganization or other material transaction or the conduct or outcome of any material litigation involving the Company or any of its Subsidiaries, and (ii) as promptly as practicable gives the relevant Holders written notice of such postponement, setting forth the duration of and reasons for such postponement; provided, however, that the Company shall not effect such a postponement more than once in any 360 day period. If the Company shall so postpone the filing of a registration statement, the Holder or Holders making the request pursuant to Section 3.1(a) shall within 10 days after receipt of the notice of postponement advise the Company in writing whether or not it has determined to withdraw its request for registration. Failure by such Holder or Holders to sell timely notify the Company of its determination shall for all purposes be treated as a withdrawal of the Registrable Securities request for registration. In the event of a withdrawal, such Requesting request for registration shall not be deemed exercised for purposes of determining whether such Holder or Holders wish still have the right to sellmake a request for registration pursuant to this Section 3.1.

Obligation to Effect Registration. (i) Within 10 business days after Upon receipt by the Corporation Company --------------------------------- of any request for registration pursuant to Section 2(a3.1(a) or 2(b3.1(b), the Corporation shall Company will promptly give written notice of such requested registration to all Holdersholders of Registrable Securities, and as expeditiously as possible thereupon will use its best efforts to effect the registration under the Securities Act of: (1i) the Registrable Securities which the Corporation Company has been so requested to register pursuant to Section 2(a3.1(a) or 2(b3.1(b); , as the case may be, and (2ii) all other Registrable Securities which the Corporation Company has been requested to register by any other Holders the holders thereof by written request given to the Corporation Company within 10 30 days after the Corporation Company has given such written notice. notice (ii) The Corporation's obligations under Sections 2(a) and 2(b) which request shall be subject specify the intended method of disposition of such Registrable Securities), all to the following limitationsextent 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: (1A) the Corporation Company shall not be required to effect a registration during requested pursuant to Section 3.1(a) if the period starting with the date aggregate number 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 referred to in such offering without cutback under Section 2(f); provided, that, clauses (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) of the Corporation may preceding sentence to be included in such registration shall be less than 20% of the Registrable Securities at the time outstanding; (B) the Company shall not decline to register shares include in any regis tration requested pursuant to this clause Section 3.1(b) any Regis trable Securities of any holder (1other than a holder entitled to make a request under Section 3.1(b)) at any time prior to six (6) months after who was not a stockholder of the Company on 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 of this Agreement)); and (2C) if the Corporation Board of Directors of the Company 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 Initial Public Offering unless such Initial Public Offering is not made contemporaneously with a registration pursuant to Section 3.1(a) or 3.1(b), each holder of Registrable Securities to be included pursuant to this Section 3.1(c) in a requested registration shall be given notice of such fact and the holder or holders of Registrable Securities initiating such request for registration pursuant to Section 3.1(a) or 3.1(b), as the case may be, shall be deemed to have withdrawn such request and such registration shall not be required deemed to effect have been effected pursuant to this Section 3.1, provided that the Company may not exercise its rights under --------- this clause (C) with respect to a registration on Form S-1 if it has filed and has maintained an effective "shelf' Registration Statement on Form S-3 request pursuant to Section 4(d3.1(b) and if the Company has exercised its rights under this clause (C) with respect to such Form S-3 is effective and permitted a request made more than 180 days, but less than 15 months, prior to be used by the Requesting Holders to sell all of the Registrable Securities such Requesting Holders wish to sellrequest.

Obligation to Effect Registration. (i1) Within 10 business days after receipt by the Corporation of any request for registration pursuant to Section 2(a) or 2(b)2.1, the Corporation shall promptly give written notice of such requested registration to all Holders, and as expeditiously soon as possible practicable 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); 2.1, and (2) all other Registrable Securities which the Corporation has been requested to register by any other the Holders thereof by written request given to the Corporation within 10 days after the Corporation has given such written noticenotice (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. (ii2) The Corporation's obligations under Sections 2(a) and 2(bSection 2.1(a)(i) shall be subject to the following limitations: (1) the Corporation shall not be required to effect a registration pursuant to this Section 2.1 during the period starting with the date of filing of, and ending on the date 180 one hundred eighty (180) days following the effective date of, the registration statement pertaining to a public offering by the Corporation so long as Corporation; PROVIDED, HOWEVER, that unless 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(f2.2(b)(ii); provided, that, (i) then 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 one hundred eighty (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(d2.1(c) 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 selldemanding registration.

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)2.1, the Corporation shall promptly give written notice of such requested registration to all Holders, and as expeditiously soon as possible practicable 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); 2.1, and (2) all other Registrable Securities which the Corporation has been requested to register by any other the Holders thereof by written request given to the Corporation within 10 days after the Corporation has given such written noticenotice (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. (ii) The Corporation's obligations under Sections 2(a) and 2(bSection 2.1(a)(i) shall be subject to the following limitations: (1) the Corporation shall not be required to effect a registration pursuant to this Section 2.1 during the period starting with the date of filing of, and ending on the date 180 one hundred eighty (180) days following the effective date of, the registration statement pertaining to a public offering by the Corporation so long as Corporation; provided, however, that unless 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(f2.2(b)(ii); provided, that, (i) then 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 one hundred eighty (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(d2.1(c) 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 selldemanding registration.

Obligation to Effect Registration. (i) Within 10 business days after Upon receipt by the Corporation Company of any request for registration pursuant to Section 2(a) or 2(b3.1(a), the Corporation shall Company will promptly give written notice of such requested registration to all Holdersholders of Registrable Securities, and as expeditiously as possible thereupon will use its best efforts to effect the registration under the Securities Act of: (1i) the Registrable Securities which the Corporation Company has been so requested to register pursuant to Section 2(a) or 2(b3.1(a); , and (2ii) all other Registrable Securities which the Corporation Company has been requested to register by any other Holders the holders thereof by written request given to the Corporation Company within 10 30 days after the Corporation Company has given such written notice. notice (ii) The Corporation's obligations under Sections 2(a) and 2(b) which request shall be subject specify the intended method of disposition of such Registrable Securities), all to the following limitationsextent 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: (1A) the Corporation Company shall not be required to effect a registration during requested pursuant to Section 3.1(a) if the period starting with the date aggregate number 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 referred to in such offering without cutback under Section 2(f); provided, that, clauses (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) of the Corporation may not decline preceding sentence 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 be included in such registration in order to refinance shall be less than 20% of the Bridge Loans (as defined in Registrable Securities at the Commitment Letters (as defined in the Merger Agreement))time outstanding; and (2B) if the Corporation Board of Directors of the Company 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 Initial Public Offering unless such Initial Public Offering is not made contemporaneously with a registration pursuant to Section 3.1(a), each holder of Registrable Securities to be included pursuant to this Section 3.1(c) in a requested registration shall be given notice of such fact and the holder or holders of Registrable Securities initiating such request for registration pursuant to Section 3.1(a), shall be deemed to have withdrawn such request and such registration shall not be required deemed to effect a registration on Form S-1 if it has filed and has maintained an effective "shelf' Registration Statement on Form S-3 have been effected pursuant to this 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 sell3.1.