Common use of Required Registrations Clause in Contracts

Required Registrations. (a) At any time after six months after the closing of the Initial Public Offering, (i) Edison may request, in writing, that the Company effect the registration on Form S-l or Form S-2 (or any successor form) covering at least 20% of the Registrable Shares owned by Edison, or any lesser percentage if the aggregate value of the offering is at least $5,000,000 (based on the market price or fair value on the date of such request), (ii) North Atlantic may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) covering at least 20% of the Registrable Shares owned by North Atlantic, or any lesser percentage if the aggregate value of the offering is at least $5,000,000 (based on the market price or fair value on the date of such request), (iii) Xxxxx Xxxxx may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) covering at least 20% of the Registrable Shares owned by Xxxxx Xxxxx, or any lesser percentage if the aggregate value of the offering is at least $5,000,000 (based on the market price or fair value on the date of such request) and (iv) IGC may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) covering at least 20% of the Registrable Shares owned by IGC, or any lesser percentage if the aggregate value of the offering is at least $5,000,000 (based on the market price or fair value on the date of such request). (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Purchaser or Purchasers holding Registrable Shares may request, in writing, that the Company effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate value of at least $1,000,000 (based on the public market price on the date of such request). (c) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Purchasers. Such Purchasers shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration those Registrable Shares as such Purchasers may request in such notice of election, subject in the case of an underwritten offering to the terms of Section 2.1(d). Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so register; provided, however, that in the case of a registration requested under Section 2.1(b), the Company will only be obligated to effect such registration on Form S-3 (or any successor form). (d) If the Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) or (b), as the case may be, and the Company shall include such information in its written notice referred to in Section 2.1(c). In such event, (i) the right of any other Purchaser to include its Registrable Shares in such registration pursuant to Section 2.1(a) or (b), as the case may be, shall be conditioned upon such other Purchaser’s participation in such underwriting on the terms set forth herein, and (ii) all Purchasers including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters managing the offering; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Purchasers materially greater than the obligations of the Purchasers pursuant to Section 2.5. The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed. If any Purchaser who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such person may elect, by written notice to the Company, to withdraw its Registrable Shares from such Registration Statement and underwriting. If the managing underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Shares to be included in the Registration Statement and underwriting shall be allocated among all Purchasers requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by them on the date of the request for registration made by the Initiating Holders pursuant to Section 2.1(a) or (b), as the case may be. If any Purchaser would thus be entitled to include more Registrable Shares than such Purchaser requested to be registered, the excess shall be allocated among other requesting Purchasers pro rata in the manner described in the preceding sentence. (e) The Company shall not be required to effect more than one registration pursuant to each of subsections 2.1(a)(i), (ii), (iii) and (iv). In addition, the Company shall not be required to effect any registration within six months after the effective date of the Registration Statement relating to the Initial Public Offering. For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Purchasers after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). For purposes of this Section 2.1(e), a Registration Statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, less than 50% of the total number of Registrable Shares that Edison, North Atlantic, Xxxxx Xxxxx, IGC or Purchasers, as the case may be, have requested to be included in such Registration Statement are so included. (f) If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company’s Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of 120 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Required Registrations. (a) At any time after six months after the closing of the Initial Public Offering, (i) Edison may request, in writing, that the Company effect the registration on Form S-l or Form S-2 (or any successor form) covering at least 20% of the Registrable Shares owned by Edison, or any lesser percentage if the aggregate value of the offering is at least $5,000,000 (based on the market price or fair value on the date of such request), (ii) North Atlantic may request, in writing, that the Company effect the registration on Form S-1 S-l or Form S-2 (or any successor form) covering at least 20% of the Registrable Shares owned by North Atlantic, or any lesser percentage if the aggregate value of the offering is at least $5,000,000 (based on the market price or fair value on the date of such request), ) and (iii) Xxxxx Xxxxx may request, in writing, that the Company effect the registration on Form S-1 S-l or Form S-2 (or any successor form) covering at least 20% of the Registrable Shares owned by Xxxxx Xxxxx, or any lesser percentage if the aggregate value of the offering is at least $5,000,000 (based on the market price or fair value on the date of such request) and (iv) IGC may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) covering at least 20% of the Registrable Shares owned by IGC, or any lesser percentage if the aggregate value of the offering is at least $5,000,000 (based on the market price or fair value on the date of such request). (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Purchaser or Purchasers holding Registrable Shares may request, in writing, that the Company effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate value of at least $1,000,000 (based on the public market price on the date of such request). (c) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Purchasers. Such Purchasers shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration those Registrable Shares as such Purchasers may request in such notice of election, subject in the case of an underwritten offering to the terms of Section 2.1(d2.l(d). Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so register; provided, however, that in the case of a registration requested under Section 2.1(b), the Company will only be obligated to effect such registration on Form S-3 (or any successor form). (d) If the Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1(a2.1 (a) or (b), as the case may be, and the Company shall include such information in its written notice referred to in Section 2.1(c). In such event, (i) the right of any other Purchaser to include its Registrable Shares in such registration pursuant to Section 2.1(a2.1 (a) or (b), as the case may be, shall be conditioned upon such other Purchaser’s participation in such underwriting on the terms set forth herein, and (ii) all Purchasers including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters managing the offering; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Purchasers materially greater than the obligations of the Purchasers pursuant to Section 2.5. The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed. If any Purchaser who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such person may elect, by written notice to the Company, to withdraw its Registrable Shares from such Registration Statement and underwriting. If the managing underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Shares to be included in the Registration Statement and underwriting shall be allocated among all Purchasers requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by them on the date of the request for registration made by the Initiating Holders pursuant to Section 2.1(a) or (b), as the case may be. If any Purchaser would thus be entitled to include more Registrable Shares than such Purchaser requested to be registered, the excess shall be allocated among other requesting Purchasers pro rata in the manner described in the preceding sentence. (e) The Company shall not be required to effect more than one registration pursuant to each of subsections 2.1(a)(i), (ii), (iii) and (iviii). In addition, the Company shall not be required to effect any registration within six months after the effective date of the Registration Statement relating to the Initial Public Offering. For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Purchasers after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). For purposes of this Section 2.1(e), a Registration Statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, less than 50% of the total number of Registrable Shares that Edison, North Atlantic, Xxxxx Xxxxx, IGC Xxxxx or Purchasers, as the case may be, have requested to be included in such Registration Statement are so included. (f) If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company’s Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of 120 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Required Registrations. (a) At any time after the earlier of (x) October 31, 2001 or (y) six months after following the closing of the Initial Public Offering, (i) Edison may request, in writing, that the Company effect the registration on Form S-l or Form S-2 a Purchaser (or any successor formPurchasers) covering holding in the aggregate at least 2040% of the Series C Registrable Shares owned by Edison, or any lesser percentage if the aggregate value of the offering is at least $5,000,000 (based on the market price or fair value on the date of such request), (ii) North Atlantic and Series B Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) covering at least 20% of the Series C Registrable Shares and Series B Registrable Shares owned by North Atlantic, such Purchaser (or any lesser percentage if the Purchasers) having an aggregate value of the offering is at least $5,000,000 (based on the then current market price or fair value on value). (b) At any time after six months following the date closing of such request)the Initial Public Offering, a Prior Holder (iiior Prior Holders) Xxxxx Xxxxx holding in the aggregate at least 40% of the Prior Preferred Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) covering at least 20% of the Prior Preferred Registrable Shares owned by Xxxxx Xxxxx, such Prior Holder or any lesser percentage if the Prior Holders having an aggregate value of the offering is at least $5,000,000 (based on the then current market price or fair value on the date of such request) and (iv) IGC may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) covering at least 20% of the Registrable Shares owned by IGC, or any lesser percentage if the aggregate value of the offering is at least $5,000,000 (based on the market price or fair value on the date of such requestvalue). (bc) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Purchaser Stockholder or Purchasers Stockholders holding in the aggregate at least 10% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate value of at least $1,000,000 (based on the then current public market price on the date of such requestprice). (cd) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other PurchasersStockholders. Such Purchasers Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration those such of their Registrable Shares as such Purchasers Stockholders may request in such notice of election, subject in the case of an underwritten offering to the terms approval of the managing underwriter as provided in Section 2.1(d)2(e) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so register; register (provided, however, that in the case of a registration requested under Section 2.1(b2.1(c), the Company will only be obligated to effect such registration on Form S-3 (or any successor form)). (de) If the Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1(a), (b) or (bc), as the case may be, and the Company shall include such information in its written notice referred to in Section 2.1(c2.1(d). In such event, (i) the The right of any other Purchaser Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a), (b) or (bc), as the case may be, shall be conditioned upon such other Purchaser’s Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1 or if other holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and (ii) all Purchasers including Registrable Shares Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement upon in customary terms with the underwriter or underwriters managing the offering; provided that such underwriting agreement shall not provide for form (including, without limitation, customary indemnification or and contribution obligations provisions on the part of the Purchasers materially greater than Company) with the obligations managing underwriter. Notwithstanding any other provision of this Section 2.1(e), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Purchasers Company held by officers or directors of the Company (other than Registrable Shares) and the securities held by Other Holders (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all holders of Registrable Shares requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by them at the time of the request for registration made by the Initiating Holders pursuant to Section 2.52.1(a), (b) or (c), as the case may be. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (f) The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), (b) or (bc), subject to the approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed. If any Purchaser who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such person may elect, by written notice to the Company, to withdraw its Registrable Shares from such Registration Statement and underwriting. If the managing underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Shares to be included in the Registration Statement and underwriting shall be allocated among all Purchasers requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by them on the date of the request for registration made by the Initiating Holders pursuant to Section 2.1(a) or (b), as the case may be. If any Purchaser would thus be entitled to include more Registrable Shares than such Purchaser requested to be registered, the excess shall be allocated among other requesting Purchasers pro rata in the manner described in the preceding sentence. (eg) The Company shall not be required to effect more than two (2) registrations pursuant to Section 2.1(a) and one (1) registration pursuant to each of subsections 2.1(a)(i), (ii), (iii) and (ivSection 2.1(b). In addition, the Company shall not be required to effect any registration (other than on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of the any other Registration Statement relating to of the Initial Public OfferingCompany. For purposes of this Section 2.1(e2.1(g), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Purchasers Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). For purposes of this Section 2.1(e), a Registration Statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, less than 50% of the total number of Registrable Shares that Edison, North Atlantic, Xxxxx Xxxxx, IGC or Purchasers, as the case may be, have requested to be included in such Registration Statement are so included. (fh) If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of 120 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.