S-1 Registration. (i) Each of RCF and Pegasus shall have the right pursuant to Section 2(a) and subject to Section 2(e), to make one (1) request for registration on Form S-1 (or any successor form) for a public offering of all or a portion of the Registrable Securities held by it (and its Specified Transferees) so long as such Initial Shareholder (together with its Specified Transferees) holds at least ten percent (10%) of the shares of Common Stock outstanding on the date of this Agreement; provided, that the reasonably anticipated gross aggregate price to the public of such Registrable Securities would exceed $10,000,000 (based on the market price or fair market value (as determined reasonably and in good faith by the Board of Directors of the Corporation) on the date of such request).
S-1 Registration. Each Initial Member shall have the right pursuant to Section 2.01(a) and subject to Section 2.01(e), to make one (1) request for registration on Form S-1 (or any successor form) for a public offering of all or a portion of the Registrable Securities held by it so long as such Initial Member (together with its Affiliates and Permitted Assignees) holds at least ten (10%) percent of the Registrable Shares then outstanding; provided, that the reasonably anticipated gross aggregate price to the public of such Registrable Securities would exceed fifty million dollars ($50,000,000) (based on the market price or fair market value (as determined reasonably and in good faith by the Board of Directors of the Corporation) on the date of such request).
S-1 Registration. Each Initial Member shall have the right pursuant to Section 2.01(a) and subject to Section 2.01(e), to make one (1) request for registration on Form S-1 (or any successor form) for a public offering of all or a portion of the Registrable Securities held by it so long as such Initial Member (together with its Affiliates and Permitted Assignees) holds at least 10% of the Registrable Shares then outstanding; provided, that the reasonably anticipated gross aggregate price to the public of such Registrable Securities would exceed $50,000,000 (based on the market price or fair market value (as determined reasonably and in good faith by the Board of Directors of the Corporation) on the date of such request).
S-1 Registration. Assuming the Company has maintained its eligibility to file a Registration Statement on Form S-1 (or any successor form), the Holders shall have the right pursuant to Section 2.01(a), and subject to Section 2.01(e), to make five (5) requests for registration on Form S-1 (or any successor form) for a public offering of at least 5% of the Registrable Securities then outstanding and up to all of the Registrable Securities held by any or all of the Holders, for so long as the requesting Person(s) (together with his or their Affiliates and Permitted Assignees) hold at least 5 percent of the Registrable Securities then outstanding. Notwithstanding anything to the contrary in this Section 2.01(b) (i) a registration shall not be counted for purposes of this Section 2.01(b) if the Initial Requesting Holder(s) is/are unable to include at least seventy-five percent (75%) of the Registrable Securities sought to be included in such registration by such Initial Requesting Holder(s) and (ii) the Company shall not be required to make more than two (2) such registrations in any twelve (12) month period.
S-1 Registration. (a) Buyer agrees to promptly prepare and file a registration statement on Form S-1 (the "Registration Statement") with respect to, among other shares, all of the shares issuable pursuant to Sections 1.5(b) and 1.5(c) (collectively, the "Registrable Securities"), and use its best efforts to cause such Registration Statement to become effective and keep such registration statement continuously effective under the Securities Act of 1933, as amended (the "Securities Act") until the date which is two years after the date such Registration Statement is declared effective by the Securities and Exchange Commission (the "Commission") or such earlier date when all the Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Members (the "Expiration Date"). In the event that, in the good faith judgment of Buyer, it is advisable to suspend use of the prospectus relating to such Registration Statement for a discrete period of time (a "Deferral Period")
S-1 Registration. If a Selling Holder elects to dispose of Registrable Securities under the Registration Statement pursuant to an Underwritten Offering and the Company’s board of directors determines in good faith that such Underwritten Offering will result in gross proceeds of greater than five million dollars ($5,000,000), the Company shall, at the request of such Selling Holder, enter into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.06, and shall take all such other reasonable actions as are requested by the Managing Underwriter to expedite or facilitate the disposition of the Registrable Securities.
