Common use of Termination of Registration Obligation Clause in Contracts

Termination of Registration Obligation. Notwithstanding anything to the contrary herein, the obligation of the Company to register Registrable Shares pursuant to this Article VI and maintain the effectiveness of any Demand Registration Statement filed pursuant to Section 6.2 shall terminate on the earliest of (a) the date on which reputable U.S. counsel shall have delivered an opinion, in form and substance reasonably satisfactory to the Company and the Shareholder, that all remaining Shareholder Shares Beneficially Owned by the Shareholder may be freely sold without registration under the Securities Act, including under Rule 144 without being subject to the volume limitations and manner of sale restrictions contained therein, (b) the date that is four (4) months after the first date on which the Shareholder Beneficially Owns Shareholder Shares representing less than the Ownership Threshold and (c) the first date on which the Shareholder Beneficially Owns Shareholder Shares representing less than five percent (5%) of the outstanding Voting Securities (the “Registration Rights Termination Date”).

Appears in 4 contracts

Samples: Shareholder Agreement, Shareholder Agreement (Elan Corp PLC), Shareholder Agreement (Alkermes Plc.)

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Termination of Registration Obligation. Notwithstanding anything to the contrary herein, the obligation of the Company to register Registrable Shares pursuant to this Article ARTICLE VI and maintain the effectiveness of any Demand Registration Statement filed pursuant to Section 6.2 6.1 shall terminate on the earliest of (a) the date on which reputable U.S. counsel shall have delivered an opinion, in form and substance reasonably satisfactory to the Company and the Original Shareholder, that all remaining Shareholder Shares Beneficially Owned by the Shareholder Shareholders may be freely sold without registration under the Securities Act, including under Rule 144 without being subject to the volume limitations and manner of sale restrictions contained therein, ; (b) the date that is four (4) months after the first date on which the Shareholder Shareholders Beneficially Owns Own, in the aggregate, Shareholder Shares representing less than the Ownership Threshold Threshold; and (c) the first date on which the Shareholder Shareholders Beneficially Owns Own, in the aggregate, Shareholder Shares representing less than five percent (5%) of the outstanding Voting Securities (the “Registration Rights Termination Date”).

Appears in 1 contract

Samples: Merger Agreement (Salix Pharmaceuticals LTD)

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