Subsequent Registration. If, following an IPO, the Company proposes to file with the SEC at any time a registration statement on Form N-2 or such other form under the Securities Act providing for a follow-on public offering of Common Shares (any such registration statement, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, a “Subsequent Shelf Registration Statement”) then the Company will notify each Holder in writing of the filing (including notifying each Holder of the identity of the managing underwriters of such subsequent public offering), within five Business Days after the filing thereof, and afford each Holder an opportunity within the 15-Business Day period designated in such notice to include in such Subsequent Shelf Registration Statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such Subsequent Shelf Registration Statement all or part of the Registrable Securities held by such Holder shall, within 15 Business Days after receipt of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such Subsequent Shelf Registration Statement. Any election by any Holder to include any Registrable Securities in such Subsequent Shelf Registration Statement will not affect the inclusion of such Registrable Securities in the Shelf Registration Statement until such Registrable Securities have been sold under the Subsequent Shelf Registration Statement; provided, however, that at such time of sale, the Company shall have the right to remove from the Shelf Registration Statement the Registrable Securities sold pursuant to the Subsequent Shelf Registration Statement. For the avoidance of doubt, if the Shelf Registration Statement is declared effective by the SEC prior to the filing of a Subsequent Shelf Registration Statement, Registrable Securities will not be entitled to be included in the Subsequent Shelf Registration Statement.
Subsequent Registration. Subject to the limitations of Section 2.2, at any time and from time to time, the Investors may request the registration under the 1933 Act on a Subsequent Registration Statement of all or part of the Registrable Securities nor previously sold or subject to an effective registration statement. Subject to the conditions of Section 2.6 of this Agreement, the Company shall use its commercially reasonable best efforts to file such registration statement under the 1933 Act by the Filing Date and have the Subsequent Registration Statement declared effective by the Required Effective Date. The Company shall notify the Investor promptly when any such Registration Statement has been declared effective. The parties intend that all Registrable Securities are to be registered pursuant to this Section 2.2, and that this Section 2.3 is intended to provide the Investors with registration rights in the event that all of the Registrable Securities are not included in the Registration Statement required by Section 2.2, either because the number of Registrable Securities had to be reduced in order for the offering to be deemed a secondary offering under Rule 415 based on SEC Guidance or because the Investors believed that the SEC Guidance would not permit the registration of all of the Registrable Securities. If more than eighty percent (80%) of the Shares have been registered and sold (either pursuant to the Registration Statement or Rule 144, the Company’s obligations under this Article II shall terminate.
Subsequent Registration. If the Shelf Registration is filed with the SEC and becomes effective under the 1933 Act, and the Shelf Registration or a Subsequent Registration (as defined below) thereafter ceases to be effective for any reason at any time during the Registration Period, then HNC shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall, within thirty (30) days of such cessation of effectiveness, file an amendment to the Shelf Registration seeking to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional "shelf" registration statement pursuant to Rule 415 covering all of the then outstanding Registrable Securities (a "SUBSEQUENT REGISTRATION"). If a Subsequent Registration is filed, HNC shall use its best efforts to cause the Subsequent Registration to be declared effective as soon as practicable after such filing and to keep such registration statement continuously effective until the end of the Registration Period.
Subsequent Registration. If the Shelf Registration is ----------------------- filed with the SEC and becomes effective under the 1933 Act, and the Shelf Registration or a Subsequent Registration (as defined below) thereafter ceases to be effective for any reason at any time during the Registration Period, then Excite@Home shall use all reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall, within thirty days of such cessation of effectiveness, file an amendment to the Shelf Registration seeking to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional "shelf" registration statement pursuant to Rule 415 covering all of the then outstanding Registrable Securities (a "Subsequent Registration"). If a Subsequent Registration is filed, Excite@Home shall use its best efforts to cause the Subsequent Registration to be declared effective as soon as practicable after such filing and to keep such registration statement continuously effective until the end of the Registration Period.
Subsequent Registration. If, at any time after the Closing, IFC files a registration statement under the Securities Act of 1933, as amended, or any successor statue then in effect, covering a sale or issuance by IFC or any other stockholder of IFC of shares of the common or preferred stock of IFC, then in such event IFC agrees to mail a written notice to the Selling Stockholders at their address of record with IFC notifying the Selling Stockholders of the intent of IFC to file such registration statement. Within sixty days after the mailing of such notice, any of the Selling Stockholders may deliver a written request to IFC stating the intent of the Selling Stockholder to offer some or all of their IFC’s Securities for disposition and/or registration. IFC will then use its best efforts to include such shares in the registration statement and related underwriting arrangements. If the offering by IFC or other Selling Stockholders is in fact underwritten any IFC’s Securities acquired by the Selling Stockholders and for which notification was given pursuant to this Agreement will be underwritten by the same underwriter or underwriters on the same basis as all of the shares being then underwritten all without additional cost to the Selling Stockholders, other than discounts, concessions, commissions and other selling compensation related to the respective Selling sale of his or her shares. In the event of the death of a Selling Stockholder, his or her estate, or successors in interest shall be entitled to participate in a similar fashion. This section and the rights and obligations herein contained shall survive the Closing, and notwithstanding the other provisions of this Agreement, shall remain a permanent obligation of IFC to the Selling Stockholders.
Subsequent Registration. If the Initial Registration or any Subsequent Registration ceases to be effective for any reasons at any time during the Effectiveness Period (other than because of the sale of all of the securities registered thereunder), Valley shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 30 days of such cessation of effectiveness amend the Registration in a manner to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional “shelf” Registration Statement pursuant to Rule 415 covering all of the Shares (a “Subsequent Registration”). If a Subsequent Registration is filed, Valley shall use its best efforts to cause the Subsequent Registration to be declared effective as soon as practicable after such filing and to keep such Subsequent Registration continuously effective during the Effectiveness Period. As used herein, the term “Registration” means the Initial Registration and any Subsequent Registration.
Subsequent Registration. In connection with the filing of a registration statement after Closing (other than the Financing Registration Statement) (the “Subsequent Registration Statement”) and in accordance with the Registration Rights Agreement,
(i) Parent shall notify Seller, in writing, no later than 30 days prior to its filing with the Securities and Exchange Commission (the “SEC”) of the Subsequent Registration Statement (the “Filing Date”);
(ii) in the event that the Filing Date is more than one year after the date of the Closing, the Seller may elect, by sending written notice to the Parent within 10 business days after the date on which the Company’s notice is so given, that the Subsequent Registrable Shares are not to be included in the Subsequent Registration Statement,
(iii) in the event that (A) the Filing Date is less than one year after the date of the Closing; or (B) Seller fails to provide timely notice in accordance with Section 1.5(b)(ii) above, then: (1) Parent shall include Four Hundred Thousand (400,000) shares of the Stock Consideration (the “Subsequent Registrable Shares”)in the Subsequent Registration Statement; and (2) Five Hundred Thousand (500,000) of the Purchase Warrants (the “Relinquished Warrants”) shall immediately become cancelled, null, void and of no further effect and Seller shall immediately relinquish and tender to Parent such warrant instrument or instruments evidencing Seller’s former ownership of the Relinquished Warrants ; The aggregate 1,150,000 shares of the Stock Consideration which are the subject of this Section 1.5(a) and (b) shall be referred to as the “Registrable Shares”)
Subsequent Registration. (i) If any Registration Statement ceases to be effective under the Securities Act for any reason at any time during the Registration Period, the Company shall use its reasonable best efforts to promptly cause such Registration Statement to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Registration Statement), and shall use its reasonable best efforts to promptly amend such Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Registration Statement or file an additional Registration.
(ii) If such a subsequent Registration Statement is filed, the Company shall use its reasonable best efforts to (A) cause such Registration Statement to become effective promptly after the filing thereof, and (B) keep such Registration Statement continuously effective and usable until the end of the Registration Period. Any such Registration Statement shall be a Registration Statement on Form S‑3 to the extent that the Company is eligible to use such form. Otherwise, the Company shall (x) file such Registration Statement on another appropriate form, and (y) file a Registration Statement on Form S-3 as soon as the Company regains its Form S-3 eligibility.
Subsequent Registration. In the event that such Registrable Securities are not registered as a result of Section 2(c) or 2(d) above, or if the Company files a Registration Statement including such Registrable Securities that is later withdrawn, the Company agrees to register such Registrable Securities as soon as possible thereafter in a manner permitted by the Commission and the managing underwriter if any.
Subsequent Registration. Following the initial filing and effectiveness of the Shelf Registration Statement, if the Shelf Registration Statement or
