Common use of Initial Registration Clause in Contracts

Initial Registration. Promptly (but in no event later than 20 days after request from Grantee submitted at any time on or after March 1, 1997, Diana shall fil▇ ▇▇▇h the Securities and Exchange Commission (the "Commission") and use its reasonable best efforts to cause to become effective a Registration Statement or post-effective amendment (the "Registration Statement") on Form S-3 or Form S-8, in Diana's sole discretion, (or if Form S-3 or Form S-8 is unavailable, a proper form to be selected by Diana with the ▇▇▇▇▇nt of Grantee, which consent shall not be unreasonably withheld, under and complying with the Securities Act of 1933 as amended (the "Securities Act")) with respect to the offering by Grantee of the Diana Shares. ▇▇▇▇▇ shall kee▇ ▇▇▇ Registration Statement effective until the earlier of the date on which Grantee has transferred all of the Diana Shares or ▇▇▇ date on which Grantee could freely sell all of the Diana Shares wh▇▇▇ ▇e then holds or has the option to purchase without any restriction under applicable securities laws. Grantee shall not be entitled to sell his shares in an underwritten transaction. Notwithstanding the foregoing, Grantee shall notify Diana of, and o▇▇▇▇▇ confirmation from Diana of the ab▇▇▇▇▇ of any Blackout Condition prior to, any offers or sales by Grantee under the Registration Statement of Diana Shares. ▇▇ ▇▇ana determine▇, ▇▇ its reasonable good faith judgment based on an opinion of its attorneys, that because of the existence of, or in anticipation of, any material acquisition or financing activity not then disclosed to the public, the unavailability of any required financial statements as the result of an actual, or proposed, acquisition or disposition, or the existence of any other material non-public information (a "Blackout Condition"), it would be materially adverse to Diana for the r▇▇▇▇▇ration of the Diana Shares to ▇▇ ▇aintained effective, or to be filed and become effective, or for the Diana Shares to ▇▇ ▇old under the Registration Statement, then Diana shall be ▇▇▇▇▇led, until such Blackout Condition no longer exists, or is terminated as provided herein, to (i) if required by law, cause the Registration Statement to be withdrawn and the effectiveness of the Registration Statement to be delayed or terminated; (ii) direct that Grantee not make any public sales of Diana Shares un▇▇▇ ▇he Registration Statement; or (iii) in the event the Registration Statement has not yet been filed, to delay or not file the Registration Statement. Diana shall hav▇ ▇▇▇ business day after the receipt of notice from Grantee to declare the existence of a Blackout Condition. Diana's response shall be communicated via personal delivery, telecopy or overnight courier. If no timely response is received by Grantee from Diana, Diana sh▇▇▇ ▇▇ deemed to have permitted such sale. In the event Diana causes th▇ ▇▇▇istration Statement to be withdrawn, delayed or terminated pursuant to clause (i) or clause (iii), of the preceding sentence as a result of a Blackout Condition, Diana shall fil▇ ▇▇▇ use its reasonable best efforts to cause the Registration Statement to become effective promptly after a Blackout Condition ceases to exist. In all other cases, Diana shall use ▇▇▇ reasonable best efforts to cause the Blackout Condition to be terminated at the earliest date possible. For purposes hereof, a Blackout Condition other than the unavailability of any required financial statements shall be deemed to terminate on the earlier of (i) the date such Blackout Condition ceases to exist or (ii) 30 days after Diana's initial determination that the Blackout Condition existed, and a Blackout Condition which is the unavailability of any required financial statements as the result of an actual or proposed acquisition shall be deemed to terminate on the earlier of (i) the date such Blackout Condition ceases to exist or (ii) 75 days after the closing date of such acquisition or disposition. Grantee shall not make any offers or sales of Diana Shares to ▇▇▇ public under the Registration Statement until the Blackout Condition no longer exists or is terminated and shall comply with any prospectus delivery requirements in connection with Grantee's offer and sale of Diana Shares un▇▇▇ ▇he Registration Statement. Grantee shall offer and sell the Diana Shares on▇▇ ▇▇ accordance with the plan of distribution described in the Registration Statement.

Initial Registration. Promptly (but in no event later than 20 days after request from Grantee submitted at any time on or after March 1, 1997, Diana shall fil▇ file ▇▇▇h ▇ the Securities and Exchange Commission (the "Commission") and use its reasonable best efforts to cause to become effective a Registration Statement or post-effective amendment (the "Registration Statement") on Form S-3 or Form S-8, in Diana's sole discretion, (or if Form S-3 or Form S-8 is unavailable, a proper form to be selected by Diana with the c▇▇▇▇▇nt t of Grantee, which consent shall not be unreasonably withheld, under and complying with the Securities Act of 1933 as amended (the "Securities Act")) with respect to the offering by Grantee of the Diana Shares. ▇D▇▇▇▇ shall kee▇ keep ▇▇▇ Registration Statement effective until the earlier of the date on which Grantee has transferred all of the Diana Shares or ▇▇▇ date ▇ate on which Grantee could freely sell all of the Diana Shares wh▇whi▇▇ ▇e ▇ then holds or has the option to purchase without any restriction under applicable securities laws. Grantee shall not be entitled to sell his shares in an underwritten transaction. Notwithstanding the foregoing, Grantee shall notify Diana of, and o▇ob▇▇▇▇ confirmation from Diana of the ab▇abs▇▇▇▇ of any Blackout Condition prior to, any offers or sales by Grantee under the Registration Statement of Diana Shares. ▇I▇ ▇▇ana determine▇na determines, ▇▇ its reasonable good faith judgment based on an opinion of its attorneys, that because of the existence of, or in anticipation of, any material acquisition or financing activity not then disclosed to the public, the unavailability of any required financial statements as the result of an actual, or proposed, acquisition or disposition, or the existence of any other material non-public information (a "Blackout Condition"), it would be materially adverse to Diana for the rre▇▇▇▇▇ration ation of the Diana Shares to ▇▇ ▇aintained ▇intained effective, or to be filed and become effective, or for the Diana Shares to ▇▇ ▇old ▇ld under the Registration Statement, then Diana shall be e▇▇▇▇▇leded, until such Blackout Condition no longer exists, or is terminated as provided herein, to (i) if required by law, cause the Registration Statement to be withdrawn and the effectiveness of the Registration Statement to be delayed or terminated; (ii) direct that Grantee not make any public sales of Diana Shares un▇und▇▇ ▇he ▇e Registration Statement; or (iii) in the event the Registration Statement has not yet been filed, to delay or not file the Registration Statement. Diana shall hav▇ have ▇▇▇ business day after the receipt of notice from Grantee to declare the existence of a Blackout Condition. Diana's response shall be communicated via personal delivery, telecopy or overnight courier. If no timely response is received by Grantee from Diana, Diana sh▇sha▇▇ ▇▇ deemed to have permitted such sale. In the event Diana causes th▇ the ▇▇▇istration ▇stration Statement to be withdrawn, delayed or terminated pursuant to clause (i) or clause (iii), of the preceding sentence as a result of a Blackout Condition, Diana shall fil▇ file ▇▇▇ use its reasonable best efforts to cause the Registration Statement to become effective promptly after a Blackout Condition ceases to exist. In all other cases, Diana shall use ▇▇▇ reasonable ▇easonable best efforts to cause the Blackout Condition to be terminated at the earliest date possible. For purposes hereof, a Blackout Condition other than the unavailability of any required financial statements shall be deemed to terminate on the earlier of (i) the date such Blackout Condition ceases to exist or (ii) 30 days after Diana's initial determination that the Blackout Condition existed, and a Blackout Condition which is the unavailability of any required financial statements as the result of an actual or proposed acquisition shall be deemed to terminate on the earlier of (i) the date such Blackout Condition ceases to exist or (ii) 75 days after the closing date of such acquisition or disposition. Grantee shall not make any offers or sales of Diana Shares to ▇▇▇ public ▇ublic under the Registration Statement until the Blackout Condition no longer exists or is terminated and shall comply with any prospectus delivery requirements in connection with Grantee's offer and sale of Diana Shares un▇und▇▇ ▇he ▇e Registration Statement. Grantee shall offer and sell the Diana Shares on▇onl▇ ▇▇ accordance with the plan of distribution described in the Registration Statement.

Initial Registration. Promptly (but in ____________________ no event later than 20 days twenty (20) days) after request from Grantee submitted at any time on or after March 1the closing, 1997, Diana shall fil▇ ▇▇▇h ▇▇ shall file with the Securities and Exchange Commission commission (the "Commissioncommission") and use its reasonable best efforts to cause to become effective a Registration Statement or post-effective amendment (the "Registration Statement") on Form S-3 or Form S-8, in Diana's sole discretion, (or if Form S-3 or Form S-8 is unavailable, a proper form to be selected by Diana with the ▇▇▇▇▇nt of Grantee, which consent shall not be unreasonably withheld, ▇ under and complying with the Securities Act of 1933 as amended (the "Securities Act")) with respect to the offering by Grantee Sattel of the Diana three hundred fifty thousand (350,000) ▇▇▇▇▇ Shares. ▇▇▇▇▇ shall kee▇ ▇▇▇ keep the Registration Statement effective until the earlier of the date on which Grantee Sattel has transferred all of the Diana Shares or ▇▇▇▇▇ Shares or January 11, 1998. Sattel shall be permitted to sell under the Registration Statement, up to fifty thousand (50,000) ▇▇▇▇▇ Shares at any time following the date on which Grantee could freely the Registration Statement becomes effective, an additional one hundred fifty thousand (150,000) ▇▇▇▇▇ Shares at any time after twelve (12) months following the Closing, and the remaining one hundred fifty thousand (150,000) ▇▇▇▇▇ Shares at any time after eighteen (18) months following the Closing; provided that if the closing price on the New York Stock Exchange ("NYSE") of a ▇▇▇▇▇ Share shall on any date be equal or greater than 125% of the closing price on the NYSE of a ▇▇▇▇▇ Share on the date of the Closing, then Sattel shall thereafter be permitted to sell all of the Diana Shares whits ▇▇▇▇▇ ▇e then holds or has the option to purchase without any restriction under applicable securities laws. Grantee shall not be entitled to sell his shares in an underwritten transactionShares. Notwithstanding the foregoing, Grantee Sattel shall notify Diana of, and o▇▇▇▇▇ of, and obtain confirmation from Diana of the ab▇▇▇▇▇ of any Blackout Condition prior to, any offers or sales by Grantee under the Registration Statement Sattel of Diana Shares. ▇▇▇▇▇ Shares of no Blackout Condition. If ▇▇ana determine▇, ▇▇ determines, in its reasonable good faith judgment based on an opinion of its attorneysjudgement, that because of the existence of, or in anticipation of, any material acquisition or financing activity not then disclosed to the publicactivity, the unavailability of any required financial statements as the result of an actual, or proposed, acquisition or dispositionacquisition, or the existence of any other material non-public information (a "Blackout Condition"), it would be materially adverse to Diana for the r▇▇▇▇▇ration ▇ for the registration of the Diana ▇▇▇▇▇ Shares to ▇▇ ▇aintained be maintained effective, or to be filed and become effective, or for the Diana ▇▇▇▇▇ Shares to ▇▇ ▇old be sold under the Registration Statement, then Diana shall be ▇▇▇▇▇led▇ shall be entitled, until such Blackout Condition no longer exists, or is terminated as or provided herein, to (i) if required by law, cause the Registration Statement to be withdrawn and the effectiveness of the Registration Statement to be delayed or terminated; (ii) direct that Grantee Sattel not make any public sales of Diana Shares un▇▇▇▇▇ ▇he Registration StatementShares; or (iii) in the event the Registration Statement has not yet been filed, to delay or not file the Registration Statement. Diana shall hav▇ ; provided that, unless ▇▇▇▇▇ notifies Sattel of a Blackout Condition, Sattel may sell 50,000 ▇▇▇▇▇ Shares within the first sixty (60) days following the effective date of the Registration Statement without further notice. ▇▇▇▇▇ shall have one (1) business day after the receipt of notice from Grantee Sattel to declare the existence of a Blackout Condition. Diana's response shall be communicated via personal delivery, telecopy or overnight courier. If no timely response is received by Grantee Sattel from Diana▇▇▇▇▇, Diana sh▇▇▇▇▇ ▇▇ shall be deemed to have permitted such sale. In the event Diana causes th▇ ▇▇▇istration ▇▇ causes the Registration Statement to be withdrawn, withdrawn or delayed or and terminated pursuant to clause (i) ), or clause (iii), of the preceding sentence as a result of a Blackout Condition, Diana shall fil▇ ▇▇▇▇▇ shall file and use its reasonable best efforts to cause the Registration Statement to become effective promptly after a Blackout Condition ceases to exist. In all other cases, Diana shall use ▇▇▇ reasonable best efforts to cause the Blackout Condition to be terminated at the earliest date possible. For purposes hereof, a Blackout Condition other than the unavailability of any required financial statements shall be deemed to terminate on the earlier of (i) the date such Blackout Condition ceases to exist or (ii) 30 thirty (30) days after Diana's initial determination that the Blackout Condition existedthereof, and a Blackout Condition which is the unavailability of any required financial statements as the result of an actual or proposed acquisition shall be deemed to terminate on the earlier of (i) the date such Blackout Condition condition ceases to exist or (ii) 75 seventy-five (75) days after the closing date of such acquisition or dispositionacquisition. Grantee Sattel shall not to make any offers or sales of Diana Shares to ▇▇▇▇▇ Shares to the public under the Registration Statement until the Blackout Condition no longer exists or is terminated and shall comply with any prospectus delivery requirements in connection with GranteeSattel's offer and sale of Diana Shares un▇▇▇▇▇ ▇he Shares under the Registration Statement. Grantee Sattel shall offer and sell the Diana Shares on▇▇▇▇▇ ▇▇ Shares only in accordance with the plan of distribution described in the Registration Statement.