Common use of Registration on Request Clause in Contracts

Registration on Request. (i) For a period of two years after the Settlement Date, at any time and from time to time, upon the written request of Stockholders holding Registrable Securities equal to at least the Minimum Registration Amount (the "Requesting Stockholders") that the Company effect the registration under the Securities Act of an amount of Registrable Securities held by them equal to at least the Minimum Registration Amount, the Company will promptly give written notice to all other Stockholders of Registrable Securities (the "Other Stockholders") that a request for registration has been received with respect to the Minimum Registration Amount. For a period of 15 days following delivery of such notice, the Other Stockholders may request that the Company also register their Registrable Securities and after the expiration of such 15 day period, the Company shall notify all Stockholders of the number of Registrable Securities to be registered. Thereupon, the Company will use its best efforts to cause the prompt registration under the Securities Act, subject to the provisions of this Section 3.1, of (A) the Registrable Securities which the Requesting Stockholders have requested the Company to register and (B) all other Registrable Securities which the Company has been requested to register by the Other Stockholders, and in connection therewith, prepare and file on such appropriate form as the Company, in its reasonable discretion, shall determine, a registration statement under the Securities Act to effect such registration; provided, however, that the ----------------- Company shall not be obligated to effect such registration in the event that the aggregate offering price of (A) the Registrable Securities which the Requesting Stockholders have requested the Company to register, (B) all other Registrable Securities which the Company has been requested to register by the Other Stockholders and (C) all other securities to be registered in such registration is less than $10,000,000. With respect to any registration statement filed, or to be filed, pursuant to this Section 3.1(a)(i), if the Company shall furnish to the Requesting Stockholders and the Other Stockholders a certified resolution of the Board of Directors stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing, merger, sale of assets, capitalization or other similar corporate activity, or the unavailability for reasons beyond the Company's control of any required audited financial statements, or any other event or condition of similar significance to the Company) be materially disadvantageous (a "Disadvantageous Condition") to the Company or its stockholders for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, the Company shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to the Requesting Stockholders and the Other Stockholder); provided, however, that the Company shall not be -------- entitled to delay any such registration statement pursuant to the foregoing (A) for more than a total of 180 days or (B) more than once during any 12 month period. Upon receipt of any such notice of a Disadvantageous Condition, such Requesting Stockholders and Other Stockholders will forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by the Company, each such Stockholder will deliver to the Company all copies, other than permanent file copies then in such Stockholder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice, and, in the event no registration statement has yet been filed, all drafts of the prospectus covering such Registrable Securities. In the event that the Company shall give any notice of a Disadvantageous Condition, the Company shall at such time as it in good xxxxx xxxxx appropriate file a new registration statement covering the Registrable Securities that were covered by such withdrawn registration statement, and such registration statement shall be maintained effective for such time as may be necessary so that the period of effectiveness of such new registration statement shall be such time as may be otherwise required by Section 3.1(a)(iii). Requesting Stockholders holding a majority of the Registrable Securities held by all Requesting Stockholders may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request, without liability to any of the other Requesting Stockholders or the Other Stockholders, by providing a written notice to the Company revoking such request.

Registration on Request. (ia) For a period of two years At any time after the Settlement Datedate of this Agreement and after the Company has publicly reported its financial results for the fourth calendar quarter of 1997, at any time and one or both of the Shareholders from time to timetime may request, upon the written request of Stockholders holding Registrable Securities equal pursuant to at least the Minimum a Registration Amount (the "Requesting Stockholders") that the Company effect Notice, the registration of all or a portion of the Registrable Shares. The Shareholder choosing not to participate in such registration shall not be entitled to exercise his rights under this Section 2 until that Registration Statement is no longer effective. Such Registration Notice shall identify each Shareholder who has requested registration and the Securities Act of an amount number of Registrable Securities held by them equal Shares to at least be included in the Minimum registration. Within 10 business days of its receipt of the Registration Amount, the Company will promptly give written notice to all other Stockholders of Registrable Securities (the "Other Stockholders") that a request for registration has been received with respect to the Minimum Registration Amount. For a period of 15 days following delivery of such notice, the Other Stockholders may request that the Company also register their Registrable Securities and after the expiration of such 15 day periodNotice, the Company shall notify all Stockholders send the Shareholder who was not included in the Registration Notice (the "Nonincluded Shareholder") written notice of the Registration Notice (the "Nonincluded Shareholder Registration Notice"). The Nonincluded Shareholder within 10 business days of its receipt of the Nonincluded Shareholder Notice shall send the Company written notice of the number of Registrable Securities shares he desires to have registered in the Registration Statement. If the Nonincluded Shareholder fails to provide such notice to the Company within the 10 business days period, he shall not be entitled to have his shares registered until that Registration Statement is no longer effective. The Company shall file within 30 days after its sending of the Nonincluded Shareholder Registration Notice (or within 30 days after its receipt of the Registration Notice, if no Nonincluded Shareholder Registration Notice is required to be registered. Thereupon, sent) a Registration Statement to register the Company will Registrable Shares identified in such Registration Notice and the written notice of the Nonincluded Shareholder and thereafter shall use its best efforts to cause the prompt Registration Statement to become effective. The Shareholders requesting registration under the Securities Act, subject to the provisions of this Section 3.1, of (A) the Registrable Securities which the Requesting Stockholders have requested the Company to register and (B) all other Registrable Securities which the Company has been requested to register by the Other Stockholders, and in connection therewith, prepare and file on such appropriate form as the Company, in its reasonable discretion, shall determine, a registration statement under the Securities Act to effect such registration; provided, however, that the ----------------- Company shall not be obligated to effect such registration in the event that the aggregate offering price of (A) the Registrable Securities which the Requesting Stockholders have requested the Company to register, (B) all other Registrable Securities which the Company has been requested to register by the Other Stockholders and (C) all other securities to be registered in such registration is less than $10,000,000. With respect to any registration statement filed, or to be filed, pursuant to this Section 3.1(a)(i), if the Company shall furnish to the Requesting Stockholders and the Other Stockholders a certified resolution of the Board of Directors stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing, merger, sale of assets, capitalization or other similar corporate activity, or the unavailability for reasons beyond the Company's control of any required audited financial statements, or any other event or condition of similar significance to the Company) be materially disadvantageous (a "Disadvantageous Condition") to the Company or its stockholders for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, the Company shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to the Requesting Stockholders and the Other Stockholder); provided, however, that the Company shall not be -------- entitled to delay any such registration statement pursuant to the foregoing (A) for more than a total of 180 days or (B) more than once during any 12 month period. Upon receipt of any such notice of a Disadvantageous Condition, such Requesting Stockholders and Other Stockholders will forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by the Company, each such Stockholder will deliver to the Company all copies, other than permanent file copies then in such Stockholder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice, and, in the event no registration statement has yet been filed, all drafts of the prospectus covering such Registrable Securities. In the event that the Company shall give any notice of a Disadvantageous Condition, the Company shall at such time as it in good xxxxx xxxxx appropriate file a new registration statement covering the Registrable Securities that were covered by such withdrawn registration statement, and such registration statement shall be maintained effective for such time as may be necessary so that the period of effectiveness of such new registration statement shall be such time as may be otherwise required by Section 3.1(a)(iii). Requesting Stockholders holding a majority of the Registrable Securities held by all Requesting Stockholders 2 may, at any time prior to the effective date of the registration statement Registration Statement relating to such registration, revoke such request, without liability to any of the other Requesting Stockholders or the Other Stockholders, request by providing a written notice to the Company revoking such request; PROVIDED, HOWEVER, that in the event the Shareholders shall have made a written request for registration which (i) is subsequently withdrawn by the Shareholders before or after the Company has filed a Registration Statement with the SEC in connection therewith which has been declared effective by the SEC or (ii) is not declared effective solely as a result of the failure of Shareholders to take all actions reasonably required in order to have the registration and the related Registration Statement declared effective by the SEC then, in any such event, the Shareholders shall reimburse the Company for a percentage of the Registration Expenses attributable to the registration as to which the Registrable Shares were to be included. Such percentage shall be equal to a fraction, the numerator of which is the Registrable Shares to which such revocation relates and the denominator of which is all the NeoMedia Shares (including the Registrable Shares) which were to be included in the registration. (b) A registration requested pursuant to this Section 2 shall not be deemed to have been effected unless it has become effective under the Securities Act and has remained effective for at least 270 days or such shorter period as all the Registrable Shares included in such registration have actually been sold thereunder. In addition, if within 60 days after it has become effective, and unless all of the Registrable Shares to be included in such registration have been sold, the offering of Registrable Shares pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration shall be deemed not to have been effected for purposes of this Section 2. (c) The Shareholders may not request a registration pursuant to this Section 2 if (i) the Company has registered pursuant to Section 3 all of the Registrable Shares that the Shareholders have requested to register pursuant to such Section 3 and the Shareholders have sold all of the shares registered pursuant to the Section 3 Registration Statement and (ii) all the Registrable Shares have been registered at least once under either Sections 2 or 3 and the Registrable Shares are eligible for sale under Rule 144 of the Securities Act. Each Shareholder must include on a Registration Notice all of the Registrable Shares owned by him not previously registered and sold.

Registration on Request. (ia) For a period of two years At any time after the Settlement Datedate of this Agreement and after the Company has publicly reported its financial results for the fourth calendar quarter of 1997, at any time and one or both of the Shareholders from time to timetime may request, upon pursuant to a Registration Notice, the written request registration of Stockholders holding all or a portion of the Registrable Securities equal Shares. The Shareholder choosing not to at least participate in such registration shall not be entitled to exercise his rights under this Section 2 until that Registration Statement is no longer effective. Such Registration Notice shall identify each Shareholder who has requested registration and the Minimum number of Registrable Shares to be included in the registration. Within 10 business days of its receipt of the Registration Amount Notice, the Company shall send the Shareholder who was not included in the Registration Notice (the "Requesting StockholdersNonincluded Shareholder") that written notice of the Registration Notice (the "Nonincluded Shareholder Registration Notice"). The Nonincluded Shareholder within 10 business days of its receipt of the Nonincluded Shareholder Notice shall send the Company effect written notice of the number of shares he desires to have registered in the Registration Statement. If the Nonincluded Shareholder fails to provide such notice to the Company within the 10 business days period, he shall not be entitled to have his shares registered (b) A registration requested pursuant to this Section 2 shall not be deemed to have been effected unless it has become effective under the Securities Act and has remained effective for at least 270 days or such shorter period as all the Registrable Shares included in such registration have actually been sold thereunder. In addition, if within 60 days after it has become effective, and unless all of an amount the Registrable Shares to be included in such registration have been sold, the offering of Registrable Securities held Shares pursuant to such registration is interfered with by them equal to at least the Minimum Registration Amountany stop order, the Company will promptly give written notice to all injunction or other Stockholders of Registrable Securities (the "Other Stockholders") that a request for registration has been received with respect to the Minimum Registration Amount. For a period of 15 days following delivery of such notice, the Other Stockholders may request that the Company also register their Registrable Securities and after the expiration of such 15 day period, the Company shall notify all Stockholders order or requirement of the number of Registrable Securities SEC or other governmental agency or court, such registration shall be deemed not to be registered. Thereupon, the Company will use its best efforts to cause the prompt registration under the Securities Act, subject to the provisions have been effected for purposes of this Section 3.1, of 2. (Ac) the Registrable Securities which the Requesting Stockholders have requested the Company to register and (B) all other Registrable Securities which the Company has been requested to register by the Other Stockholders, and in connection therewith, prepare and file on such appropriate form as the Company, in its reasonable discretion, shall determine, The Shareholders may not request a registration statement under the Securities Act to effect such registration; provided, however, that the ----------------- Company shall not be obligated to effect such registration in the event that the aggregate offering price of (A) the Registrable Securities which the Requesting Stockholders have requested the Company to register, (B) all other Registrable Securities which the Company has been requested to register by the Other Stockholders and (C) all other securities to be registered in such registration is less than $10,000,000. With respect to any registration statement filed, or to be filed, pursuant to this Section 3.1(a)(i), 2 if (i) the Company shall furnish has registered pursuant to Section 3 all of the Requesting Stockholders Registrable Shares that the Shareholders have requested to register pursuant to such Section 3 and the Other Stockholders a certified resolution Shareholders have sold all of the Board of Directors stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing, merger, sale of assets, capitalization or other similar corporate activity, or the unavailability for reasons beyond the Company's control of any required audited financial statements, or any other event or condition of similar significance to the Company) be materially disadvantageous (a "Disadvantageous Condition") to the Company or its stockholders for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, the Company shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to the Requesting Stockholders and the Other Stockholder); provided, however, that the Company shall not be -------- entitled to delay any such registration statement shares registered pursuant to the foregoing Section 3 Registration Statement and (Aii) all the Registrable Shares have been registered at least once under either Sections 2 or 3 and the Registrable Shares are eligible for more than a total of 180 days or (B) more than once during any 12 month period. Upon receipt of any such notice of a Disadvantageous Condition, such Requesting Stockholders and Other Stockholders will forthwith discontinue use sale under Rule 144 of the prospectus contained in such registration statement and, if so directed by the Company, each such Stockholder will deliver to the Company Securities Act. Each Shareholder must include on a Registration Notice all copies, other than permanent file copies then in such Stockholder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice, and, in the event no registration statement has yet been filed, all drafts of the prospectus covering such Registrable Securities. In the event that the Company shall give any notice of a Disadvantageous Condition, the Company shall at such time as it in good xxxxx xxxxx appropriate file a new registration statement covering the Registrable Securities that were covered by such withdrawn registration statement, and such registration statement shall be maintained effective for such time as may be necessary so that the period of effectiveness of such new registration statement shall be such time as may be otherwise required by Section 3.1(a)(iii). Requesting Stockholders holding a majority of the Registrable Securities held Shares owned by all Requesting Stockholders may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request, without liability to any of the other Requesting Stockholders or the Other Stockholders, by providing a written notice to the Company revoking such requesthim not previously registered and sold.

Registration on Request. (i) For a period of two years after If following the Settlement Dateinitial Public Offering, at any time and from time the Qtip Trust desires to time, upon the written request of Stockholders holding Registrable Securities equal to at least the Minimum Registration Amount (the "Requesting Stockholders") that the Company effect the registration under the Securities Act of an amount outstanding Registrable Securities, the Qtip Trust may make a written request that Micro effect the registration under the Securities Act of all or any portion of the outstanding Registrable Securities of the Qtip Trust and any or all of the other Xxxxxx Stockholders. If following the initial Public Offering, the Family Stockholders desire to effect the registration under the Securities Act of outstanding Registrable Securities, Family Stockholders (the "INITIATING FAMILY STOCKHOLDERS") holding at least a majority of the outstanding Registrable Securities held by them equal all Family Stockholders may make a written request that Micro effect the registration under the Securities Act of all or any portion of the outstanding Registrable Securities of such Family Stockholders. If following the initial Public Offering and on any date (the "CHANGE OF CONTROL DATE") prior to the second anniversary of the date hereof, the Xxxxxx Stockholders transfer, in one transaction or a series of related transactions, shares of Micro common stock and if, after giving effect to such transfer, the Xxxxxx Stockholders cease to own shares of Micro common stock representing a majority of the number of votes for the election of directors represented by all of the shares of Micro common stock outstanding on such date, the Holders (other than the Xxxxxx Stockholders) of at least a majority of the Minimum Registration Amountoutstanding Registrable Securities held by all Holders (other than the Xxxxxx Stockholders) prior to the Change of Control Date (the "DEMANDING HOLDERS") may, prior to the second anniversary of the date hereof, make a written request that Micro effect the registration under the Securities Act of all or any portion of the outstanding Registrable Securities of such Holders; provided that the Demanding Holders shall not be entitled to request any such registration if such Demanding Holders were offered the opportunity to participate in such transfer by the Xxxxxx Stockholders generally on the same terms and conditions as the Xxxxxx Stockholders. The Qtip Trust, the Company Initiating Family Stockholders and the Demanding Holders are sometimes hereinafter referred to together as the "SECTION 2.01 HOLDER". Any request for registration made pursuant to this Section 2.01 will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof; provided that Micro shall not be obligated to (x) effect any shelf registration of Registrable Securities pursuant to Rule 415 under the Securities Act, (y) register Registrable Securities (i) representing less than 10% of the outstanding Registrable Securities or (ii) if the Xxxxxx Stockholders (in the case of any registration requested by the Qtip Trust), the Initiating Family Stockholders (in the case of any registration requested by the Initiating Family Stockholders) or the Demanding Holders (in the case of any registration requested by the Demanding Holders) hold less than 10% of the outstanding Registrable Securities, unless the underwriter determines that the net proceeds of any registration of such Registrable Securities are expected to be at least $25,000,000 or (z) effect any such registration requested by the Qtip Trust or the Initiating Family Stockholders, unless the Qtip Trust or the Initiating Family Stockholders have furnished Micro with an opinion of counsel in form and substance reasonably satisfactory to Micro to the effect that the requested registration and sale of Registrable Securities will not adversely affect the tax-free nature of the transactions contemplated by the Exchange Agreement or the Amended and Restated Reorganization Agreement dated as of September 4, 1996 as amended and restated as of October 17, 1996 among Industries, Entertainment and Micro. In any such opinion counsel may rely, to the extent they may do so in good faith, upon representations that the trustees of the Qtip Trust and other Holders had no plan or intention of selling the Micro common stock received in the transactions at the time the transactions were effected and that the decision to sell such stock pursuant to exercise of the demand registration right was based upon considerations which arose subsequent to the transactions. Micro will promptly give written notice of such requested registration to all other Stockholders of Registrable Securities (the "Other Stockholders"Holders and each Grantee, and, subject to Section 2.01(f) that a request for registration has been received with respect to the Minimum Registration Amount. For a period of 15 days following delivery of such noticehereof, the Other Stockholders may request that the Company also register their Registrable Securities and after the expiration of such 15 day period, the Company shall notify all Stockholders of the number of Registrable Securities to be registered. Thereupon, the Company thereupon will use its best efforts to cause effect, as promptly as practicable, the prompt registration under the Securities Act, subject to the provisions of this Section 3.1, of Act of: (Ai) the Registrable Securities which the Requesting Stockholders have Micro has been so requested the Company to register and by the Section 2.01 Holder; and (Bii) all other Registrable Securities which the Company Micro has been requested to register by any other Holder pursuant to Section 2.02, by written request received by Micro within ten Business Days after the Other Stockholdersgiving of such written notice by Micro, and in connection therewith, prepare and file on such appropriate form as the Company, in its reasonable discretion, shall determine, a registration statement under the Securities Act to effect such registration; provided, however, that the ----------------- Company shall not be obligated to effect such registration in the event that the aggregate offering price of (A) the Registrable Securities which the Requesting Stockholders have requested the Company to register, (B) all other Registrable Securities securities which the Company Micro has been requested to register by the Other Stockholders and (C) all other securities to be registered in such registration is less than $10,000,000. With respect to any registration statement filed, or to be filed, pursuant to this Section 3.1(a)(i), if the Company shall furnish an agreement entered into with a Grantee; all to the Requesting Stockholders and extent necessary to permit the Other Stockholders a certified resolution of disposition (in accordance with the Board of Directors stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing, merger, sale of assets, capitalization or other similar corporate activity, or the unavailability for reasons beyond the Company's control of any required audited financial statements, or any other event or condition of similar significance to the Companyintended methods thereof as aforesaid) be materially disadvantageous (a "Disadvantageous Condition") to the Company or its stockholders for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, the Company shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to the Requesting Stockholders and the Other Stockholder); provided, however, that the Company shall not be -------- entitled to delay any such registration statement pursuant to the foregoing (A) for more than a total of 180 days or (B) more than once during any 12 month period. Upon receipt of any such notice of a Disadvantageous Condition, such Requesting Stockholders and Other Stockholders will forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by the Company, each such Stockholder will deliver to the Company all copies, other than permanent file copies then in such Stockholder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice, and, in the event no registration statement has yet been filed, all drafts of the prospectus covering such Registrable Securities. In the event that the Company shall give any notice of a Disadvantageous Condition, the Company shall at such time as it in good xxxxx xxxxx appropriate file a new registration statement covering the Registrable Securities that were covered by such withdrawn registration statement, and such registration statement shall be maintained effective for such time as may be necessary so that the period of effectiveness of such new registration statement shall be such time as may be otherwise required by Section 3.1(a)(iii). Requesting Stockholders holding a majority of the Registrable Securities held by all Requesting Stockholders may, at any time prior so to the effective date of the registration statement relating to such registration, revoke such request, without liability to any of the other Requesting Stockholders or the Other Stockholders, by providing a written notice to the Company revoking such request.be registered; provided that:

Registration on Request. (i) For a period Subject to the provisions of two years after the Settlement DateSection 2.6 hereof, at any time and or from time to timetime commencing a date ("Rights Commencement Date") which is at least 180 calendar days following the Closing Date (as the term "Closing Date" is defined in the Acquisition Agreement upon written notice from AFCO, upon AFCO shall have the right to make one written request of Stockholders holding Registrable Securities equal to at least the Minimum Registration Amount (the "Requesting Stockholders") that the Company effect the registration under the Securities Act of an amount all or part of the Registrable Securities held of AFCO, which request shall specify the intended method of disposition thereof by them equal AFCO and the Company will thereupon use its best efforts to at least effect the Minimum Registration Amountregistration of the Registrable Securities under the Securities Act which the Company has been so requested to register. Notwithstanding the foregoing or anything set forth elsewhere in this Agreement, if AFCO determines that it will make a demand for registration hereunder or that it will request inclusion in an incidental registration as described in Section 2.2 hereof, Siege shall, before making a demand for registration hereunder, or before its inclusion in an incidental registration as described in Section 2.2 hereof, give the Company notice of its intent to sell Registrable Securities and before any other rights are exercisable by AFCO hereunder or any duties are to be performed by the Company hereunder, the Company will promptly give written notice shall have fifteen (15) days to all other Stockholders of find a lawful, alternative method for AFCO to sell the Registrable Securities within thirty (the "Other Stockholders"30) that a request for registration has been received with respect to the Minimum Registration Amount. For a period of 15 days following delivery of such notice, the Other Stockholders may request that the Company also register their Registrable Securities and after the expiration of such 15 fifteen (15) day period, . If the Company shall notify all Stockholders finds an alternative method and makes such alternative method known to AFCO, provided the method and terms of the number of Registrable Securities sale are acceptable to be registered. ThereuponAFCO, the Company AFCO will use its best efforts to cause the prompt registration under the Securities Act, subject to the provisions of this Section 3.1, of (A) sell the Registrable Securities which the Requesting Stockholders have requested the Company to register by such method and (B) all other Registrable Securities which the Company has been requested to register by the Other Stockholders, and in connection therewith, prepare and file on such appropriate form as terms, whereupon the Companyrights of AFCO hereunder shall, in its reasonable discretionupon the closing of the sale of AFCO's Registrable Securities, shall determineterminate, a registration statement under the Securities Act but only with respect to effect such registration; provided, however, that the ----------------- Company shall not be obligated to effect such registration in the event that the aggregate offering price of (A) the Registrable Securities which the Requesting Stockholders have requested so sold in such private placement. If the Company to register, (B) all other Registrable Securities which the Company has been requested to register by the Other Stockholders and (C) all other securities to be registered in such registration is less than $10,000,000. With respect to any registration statement filed, or to be filed, pursuant to this Section 3.1(a)(i), if the Company shall furnish to the Requesting Stockholders and the Other Stockholders a certified resolution does not advise AFCO of the Board of Directors stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing, merger, sale of assets, capitalization or other similar corporate activity, or the unavailability an alternative method for reasons beyond the Company's control of any required audited financial statements, or any other event or condition of similar significance to the Company) be materially disadvantageous (a "Disadvantageous Condition") to the Company or its stockholders for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, the Company shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to the Requesting Stockholders and the Other Stockholder); provided, however, that the Company shall not be -------- entitled to delay any such registration statement pursuant to the foregoing (A) for more than a total of 180 days or (B) more than once during any 12 month period. Upon receipt of any such notice of a Disadvantageous Condition, such Requesting Stockholders and Other Stockholders will forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by the Company, each such Stockholder will deliver to the Company all copies, other than permanent file copies then in such Stockholder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice, and, in the event no registration statement has yet been filed, all drafts of the prospectus covering such Registrable Securities. In the event that the Company shall give any notice of a Disadvantageous Condition, the Company shall at such time as it in good xxxxx xxxxx appropriate file a new registration statement covering selling the Registrable Securities that were covered by such withdrawn registration statement, and such registration statement shall be maintained effective for such time as may be necessary so that prior to the period of effectiveness expiration of such new fifteen (15) day period or if an alternative method is agreed upon within such fifteen (15) day period but the sale cannot reasonably be closed within the thirty (30) day time period described aforesaid, AFCO thereafter may exercise its rights to registration statement shall be such time as may be otherwise required by Section 3.1(a)(iii). Requesting Stockholders holding a majority of the Registrable Securities held by all Requesting Stockholders mayunder this Agreement without prejudice. With the exception of the one hundred eighty (180) day period described in Section 2.1(a) hereof, at the running of any time prior to period under any other provision of this Agreement shall be tolled for such period during which the effective date Company is seeking an alternative method of selling the registration statement relating to Registrable Securities or during which such registration, revoke such request, without liability sale is pending. The Company shall bear all costs and expenses of selling the Registrable Securities pursuant to any alternative method as provided herein except for any customary brokerage fees and expenses, excluding, however, any legal fees and expenses of the other Requesting Stockholders such broker or the Other Stockholders, by providing a written notice to the Company revoking such requestagent.