Common use of Registration Conditions Clause in Contracts

Registration Conditions. Notwithstanding any other provision of this Agreement, Company shall not be required to effect a registration of any securities under either Section 2.1 or Section 2.2 of this Agreement, or file any post-effective amendment to such a registration statement relating to such a qualification: (a) unless Shareholders agree to (x) sell and distribute a portion or all of their Registrable Securities in accordance with the plan or plans of distribution adopted by and through underwriters, if any, acting for Company or any such other sellers of Common Stock, and (y) bear a pro rata share of underwriter's discounts and commissions; (b) if a registration requested under Section 2.2, or any post-effective amendment to the registration statement filed in connection therewith, requires, under applicable statutes and rules, a special audit (other than a normal fiscal year-end audit) of any financial statements, unless Shareholders agree to pay their proportionate share (determined by the number of shares to be sold by Shareholders in the offering in proportion to the total number of shares to be sold by Company and all other participants in such offering) of the reasonable fees and expenses of accountants incurred in connection with the special audit and which would otherwise not be incurred; provided that Shareholders shall not be required to pay any share of such fees and expenses if such audit would otherwise be required at substantially the same time to satisfy the Company's reporting requirements under the Exchange Act absent such registration; (c) if, in the case of a request for registration under Section 2.2, (x) any offering pursuant to a registration statement covering securities of the same kind otherwise sought to be registered regarding which Shareholders could have exercised registration rights under Section 2.1 of this Agreement has been completed within the prior 90 days, (y) a registration statement requested by Shareholders pursuant to Section 2.2 has become effective under the Securities Act within the prior six months, or (z) Company has given notice under Section 2.1 of its intention to file a registration statement under the Securities Act and has not completed or abandoned the proposed offering (for so long as the Company continues in good faith to pursue the proposed offering); and (d) unless Company has received from Shareholders all information Company has reasonably requested concerning Shareholders and their method of distribution of Registrable Securities, so as to enable Company to include in the registration statement all facts required to be disclosed in it.

Registration Conditions. Notwithstanding any other provision of this Agreement, Company shall not be required to effect a registration of any securities under either Section 2.1 or Section 2.2 of this AgreementARTICLE II, or file any post-effective amendment to such a registration statement relating to such a qualification: (a) unless Shareholders agree to (x) sell and distribute a portion or all of their Registrable Securities in accordance with the plan or plans of distribution adopted by and through underwriters, if any, acting for Company or any such other sellers of Common Stock, and (y) bear a pro rata share of underwriter's discounts and commissions; (b) if a registration requested under Section SECTION 2.2, or any post-post- effective amendment to the registration statement filed in connection therewith, requires, under applicable statutes and rules, a special audit (other than a normal fiscal year-end audit) of any financial statements, unless Shareholders agree to pay their proportionate share (determined by the number of shares to be sold by Shareholders in the offering in proportion to the total number of shares to be sold by Company and all other participants in such offering) of the reasonable fees and expenses of accountants incurred in connection with the special audit and which would otherwise not be incurred; provided PROVIDED that Shareholders shall not be required to pay any share of such fees and expenses if such audit would otherwise be required at substantially the same time to satisfy the Company's reporting requirements under the Exchange Act absent such registration; (c) if, in the case of a request for registration under Section SECTION 2.2, (x) any offering pursuant to a registration statement covering securities of the same kind otherwise sought to be registered regarding which Shareholders could have exercised registration rights under Section SECTION 2.1 of this Agreement has been completed within the prior 90 days, (y) a registration statement requested by Shareholders pursuant to Section SECTION 2.2 has become effective under the Securities Act within the prior six twelve months, or (z) Company has given notice under Section SECTION 2.1 of its intention to file a registration statement under the Securities Act and has not completed or abandoned the proposed offering (for so long as the Company continues in good faith to pursue the proposed offering); and (d) unless Company has received from Shareholders all information Company has reasonably requested concerning Shareholders and their method of distribution of Registrable Securities, so as to enable Company to include in the registration statement all facts required to be disclosed in it.

Registration Conditions. Notwithstanding any other provision of this Registration Agreement, Company EqualNet shall not be required to effect a registration of any securities Common Stock under either Section 2.1 or Section 2.2 of this AgreementArticle II, or file any post-effective amendment to such a registration statement relating to such a qualificationregistration: (a) unless Shareholders agree Creative agrees to (x) sell and distribute a portion or all of their its Registrable Securities Shares in accordance with the plan or plans of distribution adopted by and through underwriters, if any, acting for Company or any such other sellers of Common StockEqualNet, and (y) bear a pro rata share of underwriter's discounts and commissions; (b) if a registration requested under Section 2.22.1, or any post-post- effective amendment to the registration statement filed in connection therewithsuch a registration, requires, under applicable statutes and rules, a special audit (other than a normal fiscal year-end audit) of any the financial statementsstatements of EqualNet, unless Shareholders agree Creative agrees to pay their its proportionate share (determined by the number of shares to be sold by Shareholders Creative in the offering in proportion to the total number of shares to be sold by Company and all other participants in such offering) of the reasonable fees and expenses of accountants incurred in connection with the special audit and which would otherwise not be incurred; provided that Shareholders shall not be required to pay any share of such fees and expenses if such audit would otherwise be required at substantially the same time to satisfy the Company's reporting requirements under the Exchange Act absent such registration; (c) if, in the case of a request for registration under Section 2.1 or 2.2, in the opinion of counsel for EqualNet and counsel for Creative requesting registration (x) the Registrable Shares for which registration has been requested may be disposed of within a comparable time frame without registration under the Securities Act and (y) upon such disposition all legends on certificates representing such shares which restrict their transfer under the Securities Act and applicable state securities laws may be removed; (d) if, in the case of a request for registration under Section 2.1, (x) the effectiveness of any offering pursuant to a registration statement covering securities of the same kind otherwise sought to be registered Common Stock regarding which Shareholders Creative could have exercised registration rights under Section 2.1 2.2 of this Registration Agreement has been completed within the prior 90 days, (y) a registration statement requested by Shareholders pursuant to Section 2.2 has become effective was suspended under the Securities Act within six months following the prior six monthsdate of such request, or (zy) Company EqualNet has given notice under Section 2.1 2.2 of its intention to file a registration statement under the Securities Act and has not completed or abandoned the proposed offering (for so long as the Company continues in good faith to pursue the proposed offering); and (de) unless Company EqualNet has received from Shareholders Creative all information Company EqualNet has reasonably requested concerning Shareholders Creative and their its method of distribution of its Registrable SecuritiesShares, so as to enable Company EqualNet to include in the registration statement all material facts required to be disclosed in it.

Registration Conditions. Notwithstanding (a) Subject to subsection (b), but notwithstanding any other provision to the contrary herein, sales of this AgreementShares pursuant to Sections 2.3(c), Company 3.3, 3.4 and 3.5 shall not be required permitted unless Share Purchaser shall have satisfied the following conditions (the "REGISTRATION CONDITIONS") with respect to effect a registration of any securities under either Section 2.1 or Section 2.2 of this Agreement, or file any post-effective amendment to all such Shares: (i) a registration statement (the "REGISTRATION STATEMENT") covering public sale of such Shares on behalf of Share Purchaser by Share Seller (or any Affiliate of Share Seller designated by Share Seller) shall have been filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act, at or prior to the close of business on the Exchange Business Day immediately preceding the Initial Payment Date, Interest Payment Date, Settlement Date or Settlement Interest Payment Date, as the case may be, no stop order shall be in effect with respect to such Registration Statement, and a printed prospectus relating to all such Shares (including any prospectus supplement thereto, a qualification: "PROSPECTUS") shall have been delivered to Share Seller in such quantities as Share Seller shall reasonably have requested, on or prior to the date of delivery; (aii) unless Shareholders agree the form and content of such Registration Statement and such Prospectus (including any sections describing the plan of distribution) shall be satisfactory to Share Seller; (xiii) sell Share Purchaser shall have caused all such Shares to be listed on the Exchange and distribute on each securities exchange on which similar securities issued by Share Purchaser are then listed; (iv) Share Seller (or any Affiliate of Share Seller designated by Share Seller) shall have been afforded an opportunity to conduct a portion or due diligence investigation with respect to Share Purchaser customary in scope for underwritten offerings of equity securities to confirm to the satisfaction of Share Seller the accuracy in all material respects of their Registrable Securities the Registration Statement; (v) an agreement (a "TRANSFER AGREEMENT") satisfactory to Share Seller shall have been entered into between Share Purchaser and Share Seller in accordance connection with the plan or plans sale of distribution adopted such Shares by and through underwriters, if any, acting for Company Share Seller (or any such other sellers of Common StockAffiliate), which agreement shall include representations, covenants and provisions relating to the indemnification of, and contribution in connection with the liability of, Share Seller and its Affiliates customary in scope for underwritten offerings of equity securities and shall provide for the payment by Share Purchaser of all out-of-pocket expenses in connection with such sale, including all registration costs and all fees and expenses of counsel for Share Seller; and (yvi) bear the representations and warranties of Share Purchaser set forth in this Agreement and the relevant Transfer Agreement shall be true and correct in all material respects and Share Purchaser shall have performed its obligations set forth herein and therein in all material respects. With respect to any sale of Shares, Share Purchaser may request Share Seller to engage in marketing activities, including a pro rata share roadshow to investors. If Share Purchaser requests Share Seller to engage in any marketing activities with respect to any such sale of underwriter's discounts Shares, Share Seller shall be entitled to receive underwriting fees and commissions;, in addition to the Sale Commission, in such amounts and at such times as both Share Seller and Share Purchaser shall mutually agree. If Share Seller and Share Purchaser do not mutually agree on additional underwriting fees and commissions, Share Seller shall not be obligated to engage in any marketing activities with respect to the sale of the Shares. Notwithstanding anything to the contrary herein, the parties agree that the actions specified in this Section 3.6 are intended solely as a prerequisite to Share Purchaser's right to elect net cash settlement or net share settlement pursuant to Section 3.3 or 3.4 or to exercise its right to make payments in Shares pursuant to Section 2.3(c), and that Share Purchaser shall not otherwise be required to take any of the actions specified in this Section 3.6. (b) if If on any Exchange Business Day on which there is a registration requested under Section 2.2, positive Interest Settlement Balance or Settlement Balance any post-effective amendment to of the registration statement filed in connection therewith, requires, under applicable statutes and rulesRegistration Conditions is not satisfied (any such date, a special audit "REGISTRATION FAILURE DATE"), then (other than a normal fiscal year-end auditi) of any financial statements, unless Shareholders agree Share Purchaser shall immediately notify Share Seller thereof and (ii) (A) Share Seller shall be entitled to pay their proportionate share (determined by the number of shares cease selling and causing to be sold by Shareholders in the offering in proportion Shares pursuant to the total number of shares Registration Statement and (B) Share Seller shall thereafter use reasonable efforts to sell or cause to be sold by Company Shares in accordance with Section 3.5 and all other participants in such offering) of the reasonable fees and expenses of accountants incurred in connection with the special audit and which would as otherwise provided herein but on a private placement basis (or on another basis not be incurred; provided that Shareholders shall not be required to pay any share of such fees and expenses if such audit would otherwise be required at substantially the same time to satisfy the Company's reporting requirements under the Exchange Act absent such registration; (c) if, in the case of involving a request for registration under Section 2.2, (x) any offering sale pursuant to a registration statement covering securities Registration Statement); PROVIDED that in such case Share Purchaser shall be entitled, on notice to Share Seller, to repurchase all remaining Interest Settlement Shares and Interest Make-Whole Shares or Settlement Shares, as the case may be, at an aggregate price equal to the remaining Interest Settlement Balance or Settlement Balance, as applicable, on the third Exchange Business Day following the date such notice is received. If subsequent to a Registration Failure Date all of the same kind otherwise sought Registration Conditions are satisfied, Share Seller shall be entitled to sell or cause to be registered regarding which Shareholders could have exercised registration rights under Section 2.1 of this Agreement has been completed within sold all remaining Interest Settlement Shares and Interest Make-Whole Shares or Settlement Shares, as the prior 90 dayscase may be, (y) a registration statement requested by Shareholders pursuant to Section 2.2 has become effective under the Securities Act within the prior six months, or (z) Company has given notice under Section 2.1 of its intention to file a registration statement under the Securities Act and has not completed or abandoned the proposed offering (for so long as the Company continues in good faith to pursue the proposed offering); and (d) unless Company has received from Shareholders all information Company has reasonably requested concerning Shareholders and their method of distribution of Registrable Securities, so as to enable Company to include in the registration statement all facts required to be disclosed in itRegistration Statement.

Registration Conditions. Notwithstanding any other ----------------------- provision of this Agreement, Company shall not be required to effect a registration of any securities under either Section 2.1 or Section 2.2 of this AgreementArticle II, or file any post-effective ---------- amendment to such a registration statement relating to such a qualification: (a) unless Shareholders agree to (x) sell and distribute a portion or all of their Registrable Securities in accordance with the plan or plans of distribution adopted by and through underwriters, if any, acting for Company or any such other sellers of Common Stock, Senior Preferred Stock or Junior Preferred Stock, and (y) bear a pro rata share of underwriter's discounts and commissions; (b) if a registration requested under Section 2.2, or any ----------- post-effective amendment to the registration statement filed in connection therewith, requires, under applicable statutes and rules, a special audit (other than a normal fiscal year-end audit) of any financial statements, unless Shareholders agree to pay their proportionate share (determined by the number of shares to be sold by Shareholders in the offering in proportion to the total number of shares to be sold by Company and all other participants in such offering) of the reasonable fees and expenses of accountants incurred in connection with the special audit and which would otherwise not be incurred; provided that Shareholders shall not be required -------- to pay any share of such fees and expenses if such audit would otherwise be required at substantially the same time to satisfy the Company's reporting requirements under the Exchange Act absent such registration; (c) if, in the case of a request for registration under Section 2.2, (x) any offering pursuant to a registration statement covering securities of the same kind otherwise sought to be registered regarding which Shareholders could have exercised registration rights under Section ------- 2.1 of this Agreement has been completed within the prior 90 days, (y) a --- registration statement requested by Shareholders pursuant to Section 2.2 ----------- has become effective under the Securities Act within the prior six months, or (z) Company has given notice under Section 2.1 of its intention to file ----------- a registration statement under the Securities Act and has not completed or abandoned the proposed offering (for so long as the Company continues in good faith to pursue the proposed offering); and (d) unless Company has received from Shareholders all information Company has reasonably requested concerning Shareholders and their method of distribution of Registrable Securities, so as to enable Company to include in the registration statement all facts required to be disclosed in it.

Registration Conditions. Notwithstanding any other provision of this Registration Agreement, Company Xxxxxxx shall not be required to effect a registration or qualification of any securities under either Section 2.1 or Section 2.2 of this AgreementArticle II, or file any post-effective amendment to such a registration statement or prospectus relating to such a qualification: 2.3.1. unless the requesting Xxxxxxx Party agrees to (a) unless Shareholders agree to (x) sell and distribute a portion or all of their its Registrable Securities in accordance with the plan or plans of distribution adopted by and through underwriters, if any, acting for Company or any such other sellers of Common StockXxxxxxx, and (yb) bear a pro rata share of underwriter's discounts and commissions; (b) 2.3.2. if a registration or qualification requested under Section 2.2, or any post-effective amendment to the registration statement and/or prospectus filed in connection therewith, requires, under applicable statutes and rules, a special audit (other than a normal fiscal year-end audit) of any financial statements, unless Shareholders agree the requesting Xxxxxxx Party agrees to pay their its proportionate share (determined by the number of shares to be sold by Shareholders such Xxxxxxx Party in the offering in proportion to the total number of shares to be sold by Company Xxxxxxx and all other participants in such offering) of the reasonable fees and expenses of accountants incurred in connection with the special audit and which would otherwise not be incurred; provided that Shareholders shall not be required to pay any share of such fees and expenses if such audit would otherwise be required at substantially the same time to satisfy the Company's reporting requirements under the Exchange Act absent such registration; (c) 2.3.3. if, in the case of a request for registration under Section 2.2, (x) any offering pursuant to a registration statement covering securities of the same kind otherwise sought to be registered regarding which Shareholders could have exercised registration rights or qualification under Section 2.1 or 2.2, in the reasonable opinion of this Agreement has been completed within the prior 90 dayscounsel for Xxxxxxx, (yi) a the Registrable Securities for which registration statement requested by Shareholders pursuant to Section 2.2 has become effective under the Securities Act has been requested may be disposed of without adversely affecting the market price of such Registrable Securities within the prior six months, or (z) Company has given notice under Section 2.1 of its intention to file a comparable time frame without registration statement under the Securities Act and (ii) upon such disposition all legends on certificates representing such shares which restrict their transfer under the Securities Act and applicable state securities laws may be removed, and the sale by the applicable Xxxxxxx Party of any Registrable Securities for which qualification for distribution under any Canadian Securities Acts has been requested (a) will not completed constitute a "distribution" (or abandoned the proposed offering corresponding term) under the applicable Canadian Securities Acts, or (for so long as b) may be effected in the Company continues method requested (or in good faith to pursue the proposed offering); and (d) unless Company has received from Shareholders all information Company has reasonably requested concerning Shareholders and their a method of distribution of Registrable Securitieshaving a substantially similar economic effect, so as to enable Company which such counsel may make any reasonable assumption for the purposes of such opinion) without qualification by prospectus; provided that the first trade of such Registrable Securities by the purchaser thereof from the Xxxxxxx Party in such sale would not constitute a "distribution" (or the corresponding term) under the applicable Canadian Securities Acts (but for (I) any unusual effort made to include in prepare the registration statement all facts required market or to create a demand for such securities made by or on behalf of such purchaser), (II) any extraordinary commission or consideration paid or to be disclosed paid in it.respect of such first trade, or (III) such purchaser being a Person described in clause (III) of the definition of "distribution" set forth in section 1(1) of the Securities Act (Ontario) in relation to Xxxxxxx (or any corresponding provision of any other applicable Canadian Securities Act);

Registration Conditions. Notwithstanding any other provision of this Registration Agreement, Company Allied shall not be required to effect a registration or qualification of any securities under either Section 2.1 or Section 2.2 of this AgreementArticle II, or file any post-effective amendment to such a registration statement or a prospectus relating to such a qualification: (a) unless Shareholders agree the requesting Laidxxx Xxxty agrees to (x) sell and distribute a portion or all of their its Registrable Securities in accordance with the plan or plans of distribution adopted by and through underwriters, if any, acting for Company or any such other sellers of Common StockAllied, and (y) bear a pro rata share of underwriter's discounts and commissions; (b) if a registration or qualification requested under Section 2.2, or any post-effective amendment to the registration statement and/or prospectus filed in connection therewith, requires, under applicable statutes and rules, a special audit (other than a normal fiscal year-end audit) of any financial statements, unless Shareholders agree the requesting Laidxxx Xxxty agrees to pay their its proportionate share (determined by the number of shares to be sold by Shareholders such Laidxxx Xxxty in the offering in proportion to the total number of shares to be sold by Company Allied and all other participants in such offering) of the reasonable fees and expenses of accountants incurred in connection with the special audit and which would otherwise not be incurred; provided that Shareholders shall not be required to pay any share of such fees and expenses if such audit would otherwise be required at substantially the same time to satisfy the Company's reporting requirements under the Exchange Act absent such registration; (c) if, in the case of a request for registration under Section 2.2, (x) any offering pursuant to a registration statement covering securities of the same kind otherwise sought to be registered regarding which Shareholders could have exercised registration rights or qualification under Section 2.1 or 2.2, in the opinion of this Agreement has been completed within counsel for Allied and counsel for the prior 90 daysLaidxxx Xxxty requesting the registration or qualification, as applicable, (yi) a the Registrable Securities for which registration statement requested by Shareholders pursuant to Section 2.2 has become effective under the Securities Act within the prior six months, or (z) Company has given notice under Section 2.1 of its intention to file a registration statement under the Securities Act and has not completed or abandoned the proposed offering (for so long as the Company continues in good faith to pursue the proposed offering); and (d) unless Company has received from Shareholders all information Company has reasonably requested concerning Shareholders and their method of distribution of Registrable Securities, so as to enable Company to include in the registration statement all facts required to be disclosed in it.been

Registration Conditions. Notwithstanding any other provision of this Agreement, Company shall not be required to effect a registration of any securities under either Section 2.1 or Section 2.2 of this AgreementArticle II, or file any post-effective amendment to such a registration statement relating to such a qualification: (a) unless Shareholders agree to (x) sell and distribute a portion or all of their Registrable Securities in accordance with the plan or plans of distribution adopted by and through underwriters, if any, acting for Company or any such other sellers of Common Stock, and (y) bear a pro rata share of underwriter's discounts and commissions; (b) if a registration requested under Section 2.2, or any post-effective amendment to the registration statement filed in connection therewith, requires, under applicable statutes and rules, a special audit (other than a normal fiscal year-end audit) of any financial statements, unless Shareholders agree to pay their proportionate share (determined by the number of shares to be sold by Shareholders in the offering in proportion to the total number of shares to be sold by Company and all other participants in such offering) of the reasonable fees and expenses of accountants incurred in connection with the special audit and which would otherwise not be incurred; provided that Shareholders shall not be required to pay any share of such fees and expenses if such audit would otherwise be required at substantially the same time to satisfy the Company's reporting requirements under the Exchange Act absent such registration; (c) if, in the case of a request for registration under Section 2.2, (x) any offering pursuant to a registration statement covering securities of the same kind otherwise sought to be registered regarding which Shareholders could have exercised registration rights under Section 2.1 of this Agreement has been completed within the prior 90 days, (y) a registration statement requested by Shareholders pursuant to Section 2.2 has become effective under the Securities Act within the prior six months, or (z) Company has given notice under Section 2.1 of its intention to file a registration statement under the Securities Act and has not completed or abandoned the proposed offering (for so long as the Company continues in good faith to pursue the proposed offering); andregarding (d) unless Company has received from Shareholders all information Company has reasonably requested concerning Shareholders and their method of distribution of Registrable Securities, so as to enable Company to include in the registration statement all facts required to be disclosed in it.

Registration Conditions. Notwithstanding any other provision of this Agreement, Company shall not be required to effect a registration of any securities under either Section 2.1 or Section 2.2 of this AgreementArticle II, or file any post-effective amendment to such a registration statement relating to such a qualification: (a) unless Shareholders agree to (x) sell and distribute a portion or all of their Registrable Securities in accordance with the plan or plans of distribution adopted by and through underwriters, if any, acting for Company or any such other sellers of Common Stock, Senior Preferred Stock or Junior Preferred Stock, and (y) bear a pro rata share of underwriter's discounts and commissions; (b) if a registration requested under Section 2.2, or any post-effective amendment to the registration statement filed in connection therewith, requires, under applicable statutes and rules, a special audit (other than a normal fiscal year-end audit) of any financial statements, unless Shareholders agree to pay their proportionate share (determined by the number of shares to be sold by Shareholders in the offering in proportion to the total number of shares to be sold by Company and all other participants in such offering) of the reasonable fees and expenses of accountants incurred in connection with the special audit and which would otherwise not be incurred; provided that Shareholders shall not be required to pay any share of such fees and expenses if such audit would otherwise be required at substantially the same time to satisfy the Company's reporting requirements under the Exchange Act absent such registration; (c) if, in the case of a request for registration under Section 2.2, (x) any 2.2,(x)any offering pursuant to a registration statement covering securities of the same kind otherwise sought to be registered regarding which Shareholders could have exercised registration rights under Section 2.1 of this Agreement has been completed within the prior 90 days, (y) a registration statement requested by Shareholders pursuant to Section 2.2 has become effective under the Securities Act within the prior six months, or (z) Company has given notice under Section 2.1 of its intention to file a registration statement under the Securities Act and has not completed or abandoned the proposed offering (for so long as the Company continues in good faith to pursue the proposed offering); and (d) unless Company has received from Shareholders all information Company has reasonably requested concerning Shareholders and their method of distribution of Registrable Securities, so as to enable Company to include in the registration statement all facts required to be disclosed in it.