Parent Registration. At any time following receipt of a notice from the Securityholder Representative of a request for a Permitted Underwritten Offering pursuant to Section 2.2(b), Parent may elect, in lieu of such Permitted Underwritten Offering to include all or a portion of the Registrable Securities to be sold in such Permitted Underwritten Offering in an underwritten public offering by Parent of any of its stock or other equity securities (“Parent Underwritten Offering”). Parent shall provide written notice of such election to the Securityholder Representative, and such notice shall suspend Parent’s obligations under Section 2.2 for as long as Parent is in good faith pursuing such Parent Underwritten Offering for up to sixty (60) calendar days; provided that such period may be extended for any reasonable period recommended by the managing underwriter or underwriters for such Parent Underwritten Offering. Parent shall have the right to select the managing underwriter(s) for any Parent Underwritten Offering, which shall be one or more investment banking firms of nationally recognized standing. All Designated Holders proposing to distribute their Registrable Securities through such Parent Underwritten Offering shall enter into an underwriting agreement among Parent and the underwriters in customary form, and such other agreements, including, but not limited to, custody agreements and lock-up agreements, requested by the managing underwriters, so long as all Designated Holders participating in such Parent Underwritten Offering are required to enter into substantially similar custody agreements or lock-up agreements, as the case may be; provided that no Designated Holder shall be required to make any representations or warranties or give any indemnities other than those related to title and ownership of, and power and authority to transfer, Registrable Securities and as to the accuracy and completeness of statements made in a registration statement, prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to Parent or the managing underwriter(s) by such Designated Holder pertaining exclusively to such Designated Holder. Any Parent Underwritten Offering conducted in lieu of a Permitted Underwritten Offering shall count towards the limitation on the number of Permitted Underwritten Offerings in Section 2.2(b), unless the amount of Registrable Securities to be included in such Parent Underwritten Offering is reduced pursuan...
Parent Registration. If (but without any obligation to do so) Parent proposes to register (including for this purpose a registration effected by Parent for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 2.2 of this Agreement, (ii) an Excluded Registration, (iii) a registration statement filed during the one hundred and eighty (180) days after the closing of the Merger), Parent shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by Parent in accordance with Section 4.6 of this Agreement, Parent shall, subject to the provisions of Section 2.3(c), use its commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registered.
Parent Registration. If (but without any obligation to do so) Parent proposes to register (including for this purpose a registration effected by Parent for stockholders other than the Stockholders) any of its equity securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Parent stock plan, a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), Parent shall, at such time, promptly give each Stockholder written notice of such registration. Upon the written request of each Stockholder given within twenty days after mailing of such notice by Parent in accordance with Section 6.5, Parent shall, subject to the provisions of Section 3.4, cause to be registered under the Securities Act all of the Registrable Securities that each such Stockholder has requested to be registered. Notwithstanding the foregoing, Parent has no obligation to initiate the registration of any Shares pursuant to this Section 3.3 and may withdraw any such registration at any time.
Parent Registration. (a) Subject to the terms hereof (and except as otherwise provided in Section 2.10), if at any time or from time to time after the second anniversary of the date of this Agreement, Parent shall determine to register any of its Common Stock for its own account relating to an Underwritten Public Offering, Parent shall:
(i) promptly, but in any event at least thirty (30) days before Parent files a registration statement pursuant to an Underwritten Public Offering, give to each Holder written notice thereof; and
(ii) include in such registration (a "PIGGY-BACK REGISTRATION") (and any related qualification under blue sky laws or other compliance), and in the underwriting involved therein, such Registrable Securities as each Holder may request in a writing delivered to Parent within twenty (20) days after the delivery of Parent's written notice delivered pursuant to Section 2.2(a)(i) above.
(b) Parent shall have the right to terminate or withdraw any Piggy-Back Registration initiated by it under this Section 2.2 prior to the effectiveness of such registration whether or not any Holder has elected to include its Registrable Securities in such registration, provided, however, that in such event, Parent shall promptly pay all reasonable out-of-pocket costs and expenses of the Holders (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Holders) incurred in connection with such terminated registration.
(c) Without limiting the generality or effect of any other provision hereof, Parent shall not be required to effect any Piggy-Back Registration pursuant to this Section 2.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans.
Parent Registration. If Parent shall determine to register any securities for its own account or for the account of a security holder or holders, other than in connection with any employee benefit plan, an acquisition of, or merger or consolidation with, another corporation, or securities to be issued in exchange for other securities of Parent, the Stockholders shall be entitled to “piggyback” registration rights, subject to customary limitations (including a full cutback on an underwritten public offering) and priority for the inclusion of shares underlying the Parent Convertible Note and Parent Warrant acquired by Lone Star Value in the Private Placement. The registration expenses of any such registration shall be borne by Parent (exclusive of underwriting discounts and commissions or transfer taxes). All Stockholders shall be subject to a customary lockup following an underwritten public offering of Parent Common Stock.
Parent Registration. If, following the Closing Date, Parent determines to register any of its securities for its own account in a firm commitment underwritten public offering (other than a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, a registration on any registration form that does not permit secondary sales, or a registration relating to demand registration rights of another Parent stockholder), Parent will:
(i) promptly give written notice of the proposed registration to the Company Stockholders; and
(ii) use its commercially reasonable efforts to include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 6.16(b) below, and in any underwriting involved therein, all of such shares of Parent Common Stock issued in connection with the Closing of the First Merger as are specified in a written request or requests made by any Company Stockholder received by Parent within ten (10) days after such written notice from Parent is mailed or delivered. Such written request may specify all or a part of a Company Stockholder’s shares.
Parent Registration. (a) If at any time or from time to time Parent shall determine to register any Parent Common Stock or file any Canadian Prospectus, other than (i) a registration relating solely to employee benefit plans, (ii) a registration on Form F-4 or S-4, or any similar successor forms, or (iii) a registration form which does not permit secondary sales, Parent will:
(i) promptly give to each Holder written notice thereof and such notice will offer each Holder the opportunity to register or qualify the sale of any or all of its Registrable Shares as the Holders may request on the same terms and conditions as those of the Parent and/or those of the Other Stockholders); and
(ii) except as set forth in Section 3(b) below, include in such registration (and any related qualification under blue sky laws or other compliance) or Canadian Prospectus, as applicable, and in any underwriting involved therein, all Registrable Shares as are specified in a written request or requests, delivered by a Holder to the Parent within 10 days after receipt by such Holder of written notice from Parent pursuant to Section 3(a)(i). Provided, however, that Parent shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 3(a) after the date that is two years after the effective date hereof, IF Parent provides to each Holder, at the sole cost and expense of Parent, an opinion of counsel (which counsel acceptable to such Holder in its sole discretion) which specifies that (i) such Holder is not an "affiliate" of Parent (as such term is used in Rule 144) and (ii) the Registrable Shares held by such Holder may be sold to the public without restriction under Rule 144(k), any successor thereto or any similar provisions then in effect. In any event, Parent shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 3(a) after the date that is five years after the effective date hereof, PLUS (ii) the period of time calculated in accordance with Section 2(g).
Parent Registration. If Parent proposes to register (including, for this purpose, a registration effected by Parent for stockholders other than the Stockholders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than an Excluded Registration), Parent shall, at such time, promptly give each Stockholder notice of such registration. Upon the request of each Stockholder given within twenty (20) days after such notice is given by Parent, Parent shall, subject to the provisions of Section 2.4, cause to be registered all of the Registrable Securities that each such Stockholder has requested to be included in such registration. Parent shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 before the effective date of such registration, whether or not any Stockholder has elected to include Registrable Securities in such registration. The expenses of such withdrawn registration shall be borne by Parent in accordance with Section 2.7.
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Parent Registration. If (but without any obligation to do so) Parent proposes to register for its own sale (or, if permitted by the terms of existing registration rights, a registration effected by Parent for stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in an Employee Benefit Plan of Parent, or a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), Parent will, at such time, promptly give to each Holder written notice of such registration. Upon the written request of each Holder given within ten (10) days after mailing of such notice by Parent in accordance with Section 9.2, Parent will, subject to the provisions of Section 6.5A, use reasonable best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered; PROVIDED, HOWEVER, that Parent will not be obligated to offer and, if accepted by Holder, effect more than one such registration of Holders' Registrable Securities.
