Registration Rights and Related Matters. If at any time the Investor (when taken together with all other Persons whose holdings of the Company’s common stock are aggregated with the holdings of the Company’s common stock by the Investor for purposes of Rule 144 under the Securities Act) (together, the “Investor Stockholders”) beneficially owns more than 5.0% of the outstanding shares of the Company’s common stock:
Registration Rights and Related Matters. (a) Following the IPO Lock-Up Expiration Date, AIG Capital shall have the right to cause the Company from time to time to exercise its rights under Article IV of the SHI Stockholder Agreement in respect of, or otherwise sell or dispose of, the Series A Account Assets (or any portion thereof, in each case as determined from time to time by AIG Capital in its sole discretion), and the Company shall promptly comply with such direction, in each case subject to the following:
Registration Rights and Related Matters. (a) If the Company intends (other than in connection with an IPO) to register Shares on Form S-1, Form S-2 or Form S-3 or any corresponding form applicable at the time under the Securities Act as then in effect (or any similar statute then in effect), the Company will give written notice to each Stockholder of its intention to do so, at least 15 days prior to the time of the filing of any registration statement or qualification papers, and at the written request of any Stockholder given within 10 days after receipt of any such notice (which request shall specify the number of Shares intended to be sold or disposed of by such Stockholder and shall describe the nature of any proposed sale or other disposition thereof which may include a distribution over a reasonable period of time), the Company will use its reasonable best efforts to cause such Shares to be registered or qualified to the extent required (in the opinion of the Company's counsel) to permit the sale or other disposition thereof (in accordance with the methods described by such Stockholder) (such right of each Stockholder to participate in the proposed offering, a "PIGGY-BACK RIGHT"). The number of Shares that any Stockholder intends to sell shall be subject to underwriters' cutbacks resulting from the underwriters' conclusion that the inclusion of all of the Shares requested to be included in the proposed offering would materially adversely affect the distribution of Shares in such offering or the market price of Common Stock if such Common Stock is publicly traded. Such underwriters' cutbacks shall be made on a pro rata basis by multiplying the number of Shares that each Stockholder desires to sell in the proposed offering by a fraction the numerator of which shall be the number of Stockholders' Shares that the underwriters deem appropriate to sell in the proposed offering and the denominator of which shall be the total number of Shares that all of the Stockholders initially desire to sell in the proposed offering.
Registration Rights and Related Matters. (a) The Collateral Agent and the Lenders (or any purchaser from, or other successor to, any Lender with respect to any Collateral First Mortgage Bonds) shall have the right to sell or otherwise dispose of any or all of the Collateral First Mortgage Bonds, so long as (i) any such sale or other disposition occurs on or after the Acceleration Day, and (ii) prior to (or simultaneously with) any such sale or other disposition, the Remedy Exercise Day has occurred (or occurs) and the Loans and the Obligations have been (or are) satisfied and discharged in full in accordance with Section 4.1 hereof (without any further liability on the part of the Company therefor). For the avoidance of doubt, it is expressly stated that (x) on the Remedy Exercise Day, one or more Lenders may become registered owners of the Collateral First Mortgage Bonds (and thereafter such Lender or Lenders may sell or otherwise dispose of such Collateral First Mortgage Bonds), and/or (y) on the Remedy Exercise Day, one or more Persons that are purchasers from the Collateral Agent or one or more Lenders may become registered owners of the Collateral First Mortgage Bonds (thereby obviating the necessity for any subsequent sale of such Collateral First Mortgage Bonds by such Lender or Lenders).
Registration Rights and Related Matters. 3.1 The Subscriber shall be entitled to "piggy-back" registration rights whenever the Company proposes to register any of its securities under the Securities Act or on any demand registrations of any other investors, and the registration form to be used may be used for the registration and contemplated disposition of Common Stock (a "Piggyback Registration"). This Piggyback Registration right shall be subject to the right of the Company and its underwriters to reduce the number of shares proposed to be registered pro rata in view of market conditions. If the number of shares of the Subscriber and any other investors, as applicable, are to be so reduced, then no party shall sell shares in such registration other than the Company or the investor, if any, invoking the demand registration. In any such registration the shares to be sold by the Subscriber shall not be reduced below 30% of the total amount of securities included in such registration. In the case of any Piggyback Registration, the Company shall bear, exclusive of underwriting discounts and commissions, all expenses incurred by the Company in compliance with this Section 3.1, including without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel of the Company, blue sky fees and expenses, and reasonable fees and disbursements of one special counsel of the Subscriber not to exceed $25,000.
Registration Rights and Related Matters. In respect of the SLT Shares to be issued upon conversion of the SIS Common Stock, the following shall apply:
