Common use of Registration and Related Rights Clause in Contracts

Registration and Related Rights. (a) If an Event of Default shall have occurred and be continuing and the Pledgor shall have received from the Pledgee a written request or requests that the Pledgor cause any registration, qualification or compliance under any Federal or state securities law or laws to be effected with respect to all or any part of the Pledged Stock, the Pledgor as soon as practicable (at the expense of the Borrower) will use [his][her] reasonable best efforts to cause such registration to be effected (and be kept effective) and will use [his][her] reasonable best efforts to cause such qualification and compliance to be effected (and be kept effective) as may be so requested and as would permit or facilitate the sale and distribution of such Pledged Stock, including, without limitation, registration under the Act (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with any other governmental requirements; provided that the Pledgee shall furnish to the Pledgor such information regarding the Pledgee as the Pledgor may reasonably request in writing and as shall be required in connection with any such registration, qualification or compliance. The Pledgor will cause the Pledgee to be kept reasonably advised in writing as to the progress of each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars and other documents incident thereto as the Pledgee from time to time may reasonably request, and will indemnify, to the extent not prohibited by law, the Pledgee and all others participating in the distribution of such Pledged Stock, against all claims, losses, damages or liabilities caused by any untrue statement (or alleged untrue statement) of a material fact contained therein (or in any related registration statement, notification or the like) or by any omission (or alleged omission) to state therein (or in any related registration statement, notification or the like) a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same may have been caused by an untrue statement or omission based upon information furnished in writing to the Pledgor or the issuer of such Pledged Stock by the Pledgee expressly for use therein. (b) Without limitation of the foregoing, if, at any time when the Pledgee in its sole reasonable discretion determines, following the occurrence and during the continuation of an Event of Default, Bankruptcy Default or Notified Acceleration Event, that, in connection with any actual or contemplated exercise of its rights to sell the whole or any part of the Pledged Collateral hereunder, it is necessary or advisable to effect a public registration of all or part of the Pledged Collateral pursuant to the Act, the Pledgor shall use [his][her] reasonable best efforts, in an expeditious manner, to cause any issuer of any Pledged Collateral to: (i) prepare and file with the SEC a registration statement with respect to the Pledged Collateral and use its best efforts to cause such registration statement to become and remain effective; (ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Act with respect to the sale or other disposition of the Pledged Collateral covered by such registration statement whenever the Pledgee shall desire to sell or otherwise dispose of the Pledged Collateral; (iii) furnish to the Pledgee such numbers of copies of a prospectus and a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as the Pledgee may reasonably request in order to facilitate the public sale or other disposition of the Pledged Collateral by the Pledgee; (iv) use reasonable best efforts to register or qualify the Pledged Collateral covered by such registration statement under such other securities or blue sky laws of such jurisdictions within the United States of America as the Pledgee shall request, and do such other reasonable acts and things as may be required of it to enable the Pledgee to consummate the public sale or other disposition in such jurisdictions of the Pledged Collateral by the Pledgee; and (v) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable an earnings statement which shall satisfy the provisions of Section 11(a) of the Act. (c) The Pledgor acknowledges the impossibility of ascertaining the amount of damages which would be suffered by the Pledgee and the Secured Creditors by reason of the failure by the Pledgor to perform any of the covenants contained in this Section 16 and, consequently, agrees that, if the Pledgor shall fail to perform any of such covenants, the Pledgee shall be entitled, to the extent, permitted by applicable law, to specific performance.

Registration and Related Rights. (a) If an Event of Default shall have occurred and be continuing and the any Pledgor shall have received from the Pledgee a written request or requests that the such Pledgor cause any registration, qualification or compliance under any Federal or state securities law or laws to be effected with respect to all or any part of the Pledged Stock, Pledged Partnership Interests or Pledged LLC Interests, as the case may be, such Pledgor as soon as practicable (and at the its expense of the Borrower) will use [his][her] its reasonable best efforts to cause such registration to be effected (and be kept effective) and will use [his][her] its reasonable best efforts to cause such qualification and compliance to be effected (and be kept effective) as may be so requested and as would permit or facilitate the sale and distribution of such Pledged Stock, Pledged Partnership Interests or Pledged LLC Interests, as the case may be, including, without limitation, registration under the Act (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with any other governmental requirements; provided that the Pledgee shall furnish to the such Pledgor such information regarding the Pledgee as the such Pledgor may reasonably request in writing and as shall be required in connection with any such registration, qualification or compliance. The Each Pledgor will cause the Pledgee to be kept reasonably advised in writing as to the progress of each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars and other documents incident thereto as the Pledgee from time to time may reasonably request, and will indemnify, to the extent not prohibited by law, the Pledgee and all others participating in the distribution of such Pledged Stock, Pledged Partnership Interests or Pledged LLC Interests, as the case may be, against all claims, losses, damages or liabilities caused by any untrue statement (or alleged untrue statement) of a material fact contained therein (or in any related registration statement, notification or the like) or by any omission (or alleged omission) to state therein (or in any related registration statement, notification or the like) a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same may have been caused by an untrue statement or omission based upon information furnished in writing to the such Pledgor or the issuer of such Pledged Stock Ownership Interests by the Pledgee expressly for use therein. (b) Without limitation of the foregoing, if, at any time when the Pledgee in its sole reasonable discretion determines, following the occurrence and during the continuation of an Event of Default, Bankruptcy Default or Notified Acceleration Event, that, in connection with any actual or contemplated exercise of its rights to sell the whole or any part of the Pledged Collateral hereunder, it is necessary or advisable to effect a public registration of all or part of the Pledged Collateral pursuant to the Act, the respective Pledgor shall use [his][her] its reasonable best efforts, in an expeditious manner, to cause any issuer of any Pledged Collateral to: (i) prepare and file with the SEC a registration statement with respect to the Pledged Collateral and use its best efforts to cause such registration statement to become and remain effective; (ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Act with respect to the sale or other disposition of the Pledged Collateral covered by such registration statement whenever the Pledgee shall desire to sell or otherwise dispose of the Pledged Collateral; (iii) furnish to the Pledgee such numbers of copies of a prospectus and a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as the Pledgee may reasonably request in order to facilitate the public sale or other disposition of the Pledged Collateral by the Pledgee; (iv) use its reasonable best efforts to register or qualify the Pledged Collateral covered by such registration statement under such other securities or blue sky laws of such jurisdictions within the United States of America as the Pledgee shall request, and do such other reasonable acts and things as may be required of it to enable the Pledgee to consummate the public sale or other disposition in such jurisdictions of the Pledged Collateral by the Pledgee; and (v) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable an earnings statement which shall satisfy the provisions of Section 11(aas (a) of the Act. (c) The Each Pledgor acknowledges the impossibility of ascertaining the amount of damages which would be suffered by the Pledgee and the Secured Creditors by reason of the failure by the such Pledgor to perform any of the covenants contained in this Section 16 and, consequently, agrees that, if the such Pledgor shall fail to perform any of such covenants, the Pledgee shall be entitled, to the extent, permitted by applicable law, to specific performance.

Registration and Related Rights. (a) If an Event of Default shall have occurred and be continuing and the any Pledgor shall have received from the Pledgee a written request or requests that the such Pledgor cause any registration, qualification or compliance under any Federal or state securities law or laws to be effected with respect to all or any part of the Pledged Stock, Pledged Partnership Interests or Pledged LLC Interests, as the case may be, such Pledgor as soon as practicable (and at the its expense of the Borrower) will use [his][her] its reasonable best efforts to cause such registration to be effected (and be kept effective) and will use [his][her] its reasonable best efforts to cause such qualification and compliance to be effected (and be kept effective) as may be so requested and as would permit or facilitate the sale and distribution of such Pledged Stock, Pledged Partnership Interests or Pledged LLC Interests, as the case may be, including, without limitation, registration under the Act (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with any other governmental requirements; , provided that the Pledgee shall furnish to the such Pledgor such information regarding the Pledgee as the such Pledgor may reasonably request in writing and as shall be required in connection with any such registration, qualification or compliance. The Each Pledgor will cause the Pledgee to be kept reasonably advised in writing as to the progress of each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars and other documents incident thereto as the Pledgee from time to time may reasonably request, and will indemnify, to the extent not prohibited permitted by law, the Pledgee and all others participating in the distribution of such Pledged Stock, Pledged Partnership Interests or Pledged LLC Interests, as the case may be, against all claims, losses, damages or liabilities caused by any untrue statement (or alleged untrue statement) of a material fact contained therein (or in any related registration statement, notification or the like) or by any omission (or alleged omission) to state therein (or in any related registration statement, notification or the like) a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same may have been caused by an untrue statement or omission based upon information furnished in writing to the such Pledgor or the issuer of such Pledged Stock Ownership Interests by the Pledgee expressly for use therein. (b) Without limitation of the foregoing, if, at any time when the Pledgee in its sole reasonable discretion determines, following the occurrence and during the continuation of an Event of Default, Bankruptcy Default or Notified Acceleration Event, that, in connection with any actual or contemplated exercise of its rights to sell the whole or any part of the Pledged Collateral hereunder, it is necessary or advisable to effect a public registration of all or part of the Pledged Collateral pursuant to the Act, the respective Pledgor shall use [his][her] its reasonable best efforts, in an expeditious manner, to cause any issuer of any Pledged Collateral to: (i) prepare and file with the SEC a registration statement with respect to the Pledged Collateral and use its best efforts to cause such registration statement to become and remain effective; (ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Act with respect to the sale or other disposition of the Pledged Collateral covered by such registration statement whenever the Pledgee shall desire to sell or otherwise dispose of the Pledged Collateral; (iii) furnish to the Pledgee such numbers of copies of a prospectus and a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as the Pledgee may reasonably request in order to facilitate the public sale or other disposition of the Pledged Collateral by the Pledgee; (iv) use its reasonable best efforts to register or qualify the Pledged Collateral covered by such registration statement under such other securities or blue sky laws of such jurisdictions within the United States of America as the Pledgee shall request, and do such other reasonable acts and things as may be required of it to enable the Pledgee to consummate the public sale or other disposition in such jurisdictions of the Pledged Collateral by the Pledgee; and (v) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable an earnings statement which shall satisfy the provisions of Section section 11(a) of the Act. (c) The Pledgor acknowledges the impossibility of ascertaining the amount of damages which would be suffered by the Pledgee and the Secured Creditors by reason of the failure by the Pledgor to perform any of the covenants contained in this Section 16 and, consequently, agrees that, if the such Pledgor shall fail to perform -- any of such covenants, the Pledgee shall be entitled, to the extent, permitted by applicable law, to specific performance.

Registration and Related Rights. (a) If an Event of Default shall have occurred and be continuing and the any Pledgor shall have received from the Pledgee a written request or requests that the such Pledgor cause any registration, qualification or compliance under any Federal or state securities law or laws to be effected with respect to all or any part of the Pledged Stock, Pledged Partnership Interests or Pledged LLC Interests, as the case may be, such Pledgor as soon as practicable (and at the its expense of the Borrower) will use [his][her] its reasonable best efforts to cause such registration to be effected (and be kept effective) and will use [his][her] its reasonable best efforts to cause such qualification and compliance to be effected (and be kept effective) as may be so requested and as would permit or facilitate the sale and distribution of such Pledged Stock, Pledged Partnership Interests or Pledged LLC Interests, as the case may be, including, without limitation, registration under the Act (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with any other governmental requirements; provided that the Pledgee shall furnish to the such Pledgor such information regarding the Pledgee as the such Pledgor may reasonably request in writing and as shall be required in connection with any such registration, qualification or compliance. The Each Pledgor will cause the Pledgee to be kept reasonably advised in writing as to the progress of each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars and other documents incident thereto as the Pledgee from time to time may reasonably request, and will indemnify, to the extent not prohibited by law, the Pledgee and all others participating in the distribution of such Pledged Stock, Pledged Partnership Interests or Pledged LLC Interests, as the case may be, against all claims, losses, damages or liabilities caused by any untrue statement (or alleged untrue statement) of a material fact contained therein (or in any related registration statement, notification or the like) or by any omission (or alleged omission) to state therein (or in any related registration statement, notification or the like) a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same may have been caused by an untrue statement or omission based upon information furnished in writing to the such Pledgor or the issuer of such Pledged Stock Ownership Interests by the Pledgee expressly for use therein. (b) Without limitation of the foregoing, if, at any time when the Pledgee in its sole reasonable discretion determines, following the occurrence and during the continuation of an Event of Default, Bankruptcy Default or Notified Acceleration Event, that, in connection with any actual or contemplated exercise of its rights to sell the whole or any part of the Pledged Collateral hereunder, it is necessary or advisable to effect a public registration of all or part of the Pledged Collateral pursuant to the Act, the respective Pledgor shall use [his][her] its reasonable best efforts, in an expeditious manner, to cause any issuer of any Pledged Collateral to: (i) prepare and file with the SEC a registration statement with respect to the Pledged Collateral and use its best efforts to cause such registration statement to become and remain effective; (ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Act with respect to the sale or other disposition of the Pledged Collateral covered by such registration statement whenever the Pledgee shall desire to sell or otherwise dispose of the Pledged Collateral; (iii) furnish to the Pledgee such numbers of copies of a prospectus and a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as the Pledgee may reasonably request in order to facilitate the public sale or other disposition of the Pledged Collateral by the Pledgee; (iv) use its reasonable best efforts to register or qualify the Pledged Collateral covered by such registration statement under such other securities or blue sky laws of such jurisdictions within the United States of America as the Pledgee shall request, and do such other reasonable acts and things as may be required of it to enable the Pledgee to consummate the public sale or other disposition in such jurisdictions of the Pledged Collateral by the Pledgee; and (v) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable an earnings statement which shall satisfy the provisions of Section 11(a11 (a) of the Act. (c) The Each Pledgor acknowledges the impossibility of ascertaining the amount of damages which would be suffered by the Pledgee and the Secured Creditors by reason of the failure by the such Pledgor to perform any of the covenants contained in this Section 16 and, consequently, agrees that, if the such Pledgor shall fail to perform any of such covenants, the Pledgee shall be entitled, to the extent, permitted by applicable law, to specific performance.