Parent Registration. (a) 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 Securities Act in connection with the public offering of such securities (other than a registration relating solely to the sale of securities to participants in a Parent stock plan, a registration with respect to any transaction within the scope of Rule 145 or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities), Parent shall give each Holder thirty days prior written notice of such registration. Upon the written request of each Holder given within fifteen days after receipt of such notice by Parent in accordance with Section 5.7, Parent shall, subject to the provisions of Section 4.2(c), use commercially reasonable efforts to cause all of the Registrable Securities that each such Holder has requested to be registered to be so registered under the Securities Act.
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 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) If (but without any obligation to do so) the Parent proposes to register (including for this purpose a registration effected by the Parent for any stockholder other than the Shareholders) any of its stock or other securities under the 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, or a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities) (a “Parent Registration Statement”), the Parent shall, at each such time, promptly give the Shareholders notice of such registration. Upon the written request of a Shareholder, the Parent shall, subject to the provisions of Sections 8.02(b)-(e), use its reasonable best efforts to cause to be registered under the Act all of the Registrable Securities that such Shareholder has requested to be registered as soon as practicable under the Parent Registration Statement. In the event that the Parent decides for any reason not to complete the registration of shares of Parent Common Stock other than Registrable Securities, the Parent shall have no obligation under this Section 8.01 to continue with the registration of Registrable Securities. Any request pursuant to this Section 8.01 to register Registrable Securities as part of an underwritten public offering of the Parent’s Common Stock or other securities shall specify that such Registrable Securities are 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.
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:
Parent Registration. Parent shall (i) cause a shelf registration statement on Form S-3 (or other appropriate form) covering the resale of all of the Parent Common Stock issued in connection with the Merger (the “Registrable Securities”) to be filed with the SEC within ninety (90) days after the Closing Date, (ii) use its commercially reasonably efforts to cause such registration statement to be declared effective by the Commission no later than one hundred fifty (150) days after the Closing Date if such registration is not reviewed by the SEC and no later than one hundred eighty (180) days after the Closing Date if such registration is reviewed by the SEC; (iii) keep such registration statement continuously effective until the recipients of Registrable Securities no longer hold any Registrable Securities that may not be sold either pursuant to (x) Rule 144(k) or (y) in their entirety in a single transaction pursuant to Rule 144; and (iv) use its commercially reasonable efforts to cause all Registrable Securities registered in accordance with this Section 5.3(a) to be listed for sale on NASDAQ concurrently with such registration.
Parent Registration. (a) At any time during the Registration Period that the Shelf Registration is not effective under Section 2, the Holder shall have the following rights under this Section 4. If Parent shall determine to register any shares of Company Common Stock in addition to the shares of Company Common Stock registered pursuant to the Shelf Registration either for its own account or the account of a security holder or holders exercising their respective demand registration rights, other than a registration relating solely to employee benefit plans, or a registration relating solely to a Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, Parent will:
Parent Registration. (a) If, at any time or from time to time after the date of this Agreement and prior to the first anniversary of the merger contemplated by the Reorganization Agreement, the Parent shall determine to register any of its securities in connection with an offering of its securities to the general public for cash on a form which would permit the registration of Registrable Securities, other than (i) a registration relating solely to employee benefit plans on Form S-1 or S-8 or similar forms which may be promulgated in the future, or (ii) a registration on Form S-4 or similar form which may be promulgated in the future relating solely to a SEC Rule 145 transaction, the Parent will promptly give to the Holders written notice thereof and include in such registration (and any related qualification under Blue Sky laws or other compliance), and in any underwriting involved therein, all of the Registrable Securities specified in a written request or requests, made within thirty (30) business days after mailing or personal delivery of such written notice from the Parent by any Holders. Such written request may specify all or a part of the Holder's Registrable Securities.
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.
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.
