Common use of Registrations Upon Request Clause in Contracts

Registrations Upon Request. 1.1. Requests by Endo LLC. At any time, Endo LLC shall have the -------------------- right to make up to six (6) separate requests that the Company effect the registration under the Securities Act of all or a portion of the Registrable Securities owned by Endo LLC, each such request to specify the intended method or methods of disposition thereof; provided that the Company shall not be -------- ---- required to effect a registration pursuant to this Section 1.1 until a period of 180 days shall have elapsed from the effective date of the most recent registration previously effected pursuant to this Section 1.1. A request made by Endo LLC shall not be counted for purposes of the request limitations set forth above (a) if Endo LLC determines in its good faith judgment to withdraw - the proposed registration of any Registrable Securities requested to be registered pursuant to this Section 1.1 due to marketing or regulatory reasons, (b) the registration statement relating to any such request is not declared - effective within 90 days of the date such registration statement is first filed with the Commission, (c) if, within 180 days after the registration relating to - any such request has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to Endo LLC's reasonable satisfaction within 30 days or (d) the - conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to any such request are not satisfied (other than as a result of a default or breach thereunder by Endo LLC). Upon any such request, the Company will promptly, but in any event within 15 days, give written notice of such request to all holders of Registrable Securities and thereupon the Company will, subject to Section 1.4 hereof, use its best efforts to effect the prompt registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by Endo LLC, and (ii) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request given to the Company by such holders within 15 days after the giving of such written notice by the Company to such holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Securities.

Registrations Upon Request. 1.1. Requests by Endo LLC. At any timeUpon the request of a Majority in Interest of the Class A Partners, Endo LLC the General Partner shall have the -------------------- right to make up to six (6) separate requests that the Company effect the registration under the Securities Act of all 1933, as amended (the "Securities Act"), of Partnership Interests or a portion of the Registrable Securities owned by Endo LLC, each any security into which such request to specify the intended method or methods of disposition thereof; provided that the Company shall not be -------- ---- required to effect a registration Partnership Interests may have been converted pursuant to this Section 1.1 until a period of 180 days shall have elapsed from 13.1 (the effective date of the most recent registration previously effected pursuant to this Section 1.1. A request made by Endo LLC shall not be counted for purposes of the request limitations set forth above (a) if Endo LLC determines in its good faith judgment to withdraw - the proposed registration of any Registrable Securities requested to be registered pursuant to this Section 1.1 due to marketing or regulatory reasons, (b) the registration statement relating to any such request is not declared - effective within 90 days of the date such registration statement is first filed with the Commission, (c) if, within 180 days after the registration relating to - any such request has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to Endo LLC's reasonable satisfaction within 30 days or (d) the - conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to any such request are not satisfied (other than as a result of a default or breach thereunder by Endo LLC"Securities"). Upon any such request, the Company General Partner will promptly, but in any event within 15 daysBusiness Days, give written notice of such request to all holders of Registrable the Securities and thereupon the Company will, subject to Section 1.4 hereof, General Partner will use its best efforts to effect the prompt registration under the Securities Act of: (i) the Registrable of all Securities which the Company has been so requested to register by Endo LLC, and (ii) all other Registrable Securities which the Company General Partner has been requested to register by the holders thereof by written request given to the Company by such holders General Partner within 15 days 20 Business Days after the giving of such written notice by the General Partner. (Notwithstanding the foregoing, but subject to the rights of holders of Securities under this Section 13.2.1, if, by a Majority Vote of the Committee, the Management Committee determines in its good faith judgment that the disclosures that would be required to be made by the Company in connection with such registration would be materially harmful to the Company because of transactions then being considered by, or other events then concerning the Company, the Company may defer the filing (but not the preparation) of the registration statement which is required to effect any registration pursuant to this Section 13.2 for a reasonable period of time, but not in excess of 90 days (or any longer period consented to by a Majority in Interest of the Class A Partners); PROVIDED, that at all times the Company is in good faith using all reasonable efforts to cause such registration statement to be filed as soon as practicable, and, PROVIDED, further, that such period shall end on such earlier date as may be consented to by the underwriters of such underwritten public offering. Notwithstanding the foregoing, (a) The Company shall not be obligated to file and cause to become effective more than one registration statement in which Securities are registered under the Securities Act pursuant to this Section 13.2 and effectively sold thereunder. (b) The Company shall not be obligated to effect any registration statement pursuant to this Section 13.2 unless the aggregate gross public offering price of all Securities to be sold pursuant to such holdersregistration shall be at least $15,000,000; PROVIDED, that if at the time of any request made pursuant to this Section 13.2.1 the Company shall be an entity registered under the Securities Exchange Act of 1934, as amended, then the Company shall not be obligated to effect any registration statement pursuant to this Section 13.2 unless the gross public offering price of all to the extent required to permit the disposition of the Registrable Securities so to be registered sold pursuant to such registration shall be at least $5,000,000, unless the Company shall be eligible to file a registration statement on Form S-3, in accordance with the intended method or methods of disposition of each seller of which case such Registrable Securitiesminimum shall not apply.

Registrations Upon Request. 1.1. Requests by Endo LLC. At any timeUpon the vote of the holders of a majority of the Outstanding Series A Shares, Endo LLC the Managing General Partner shall have the -------------------- right to make up to six (6) separate requests that the Company effect the registration under the Securities Act of all the Series A Shares held by such holders, or a portion of the Registrable Securities owned by Endo LLC, each any security into which such request to specify the intended method or methods of disposition thereof; provided that the Company shall not be -------- ---- required to effect a registration Shares may have been converted pursuant to this Section 1.1 until a period of 180 days shall have elapsed from the effective date of the most recent registration previously effected pursuant to this Section 1.1. A request made by Endo LLC shall not be counted for purposes of the request limitations set forth above (a) if Endo LLC determines in its good faith judgment to withdraw - the proposed registration of any Registrable Securities requested to be registered pursuant to this Section 1.1 due to marketing or regulatory reasons, (b) the registration statement relating to any such request is not declared - effective within 90 days of the date such registration statement is first filed with the Commission, (c) if, within 180 days after the registration relating to - any such request has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to Endo LLC's reasonable satisfaction within 30 days or (d) the - conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to any such request are not satisfied (other than as a result of a default or breach thereunder by Endo LLC)13.1. Upon any such request, the Company Managing General Partner will promptly, but in any event within 15 daysBusiness Days, give written notice of such request to all holders of Registrable Securities the Series A Shares and thereupon all holders of the Company will, subject Series B Shares or (in each case) any security into which Shares have been converted pursuant to Section 1.4 hereof13.1 (all such Series A Shares, Series B Shares and such securities are referred to in this Article XIII as the "Securities"). Thereupon, the Managing General Partner will use its best efforts to effect the prompt registration under the Securities Act of: (i) the Registrable of all Securities which the Company has been so requested to register by Endo LLC, and (ii) all other Registrable Securities which the Company Managing General Partner has been requested to register by the holders thereof by written request given to the Company by such holders Managing General Partner within 15 days 20 Business Days after the giving of such written notice by the Company to such holdersManaging General Partner. (Notwithstanding the foregoing, all but subject to the extent rights of holders of Securities under this Section 13.2.1, if the Managing General Partner determines in its good faith judgment that the disclosures that would be required to permit be made by the disposition Company in connection with such registration would be materially harmful to the Company because of transactions then being considered by, or other events then concerning the Company, the Company may defer the filing (but not the preparation) of the Registrable Securities so registration statement which is required to effect any registration pursuant to this Section 13.2 for a reasonable period of time, but not in excess of 90 days (or any longer period consented to by a Majority in Interest of the Series A Partners); PROVIDED, that (i) at all times the Company is in good faith using all reasonable efforts to cause such registration statement to be registered in accordance with filed as soon as practicable; and, (ii) such period shall end on such earlier date as may be consented to by the intended method or methods of disposition of each seller underwriters of such Registrable Securities.underwritten public offering. Notwithstanding the foregoing,

Registrations Upon Request. 1.1. 1.1 Requests by Endo LLC. At any time, Endo LLC shall have the right -------------------- right to make up to six (6) separate requests that the Company effect the registration under the Securities Act of all or a portion of the Registrable Securities owned by Endo LLC, each such request to specify the intended method or methods of disposition thereof; provided that the Company shall not be -------- ---- required to effect a -------- ---- registration pursuant to this Section 1.1 until a period of 180 days shall have elapsed from the effective date of the most recent registration previously effected pursuant to this Section 1.1. A request made by Endo LLC shall not be counted for purposes of the request limitations set forth above (a) if Endo LLC - determines in its good faith judgment to withdraw - the proposed registration of any Registrable Securities requested to be registered pursuant to this Section 1.1 due to marketing or regulatory reasons, (b) the registration statement - relating to any such request is not declared - effective within 90 days of the date such registration statement is first filed with the Commission, (c) if, - within 180 days after the registration relating to - any such request has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to Endo LLC's reasonable satisfaction within 30 days or (d) the - conditions to closing - specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to any such request are not satisfied (other than as a result of a default or breach thereunder by Endo LLC). Upon any such request, the Company will promptly, but in any event within 15 days, give written notice of such request to all holders of Registrable Securities and thereupon the Company will, subject to Section 1.4 hereof, use its best efforts to effect the prompt registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by Endo LLC, and (ii) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request given to the Company by such holders within 15 days after the giving of such written notice by the Company to such holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Securities.