Limitations on Requested Registrations. The Company's obligation to take or continue any action to effect a requested registration under this Section 2.1 shall be subject to the following: (i) The Company shall not be required to effect more than three (3) registrations requested pursuant to this section 2.1; provided that, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (A) unless a registration statement with respect thereto has been declared effective for a period of at least ninety (90) days, (B) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, or (C) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Requisite Holders; (ii) The Company will not be required to effect a registration pursuant to this Section 2.1 unless such registration has been requested by the holders of Registrable Securities that represent at least twenty percent (20%) of the Registrable Securities then outstanding, and have an estimated aggregate offering price to the public of at least Three Million Dollars ($3,000,000); and (iii) The Company will not be required to effect a registration pursuant to this Section 2.1 during the ninety (90) day period after a registration statement shall have been filed and declared effective under the Securities Act with respect to the public offering of any class of the Company's equity securities (which shall exclude a registration of securities with respect to an employee benefit, retirement or similar plan).
Appears in 1 contract
Sources: Registration Rights Agreement (CRC Evans International Inc)
Limitations on Requested Registrations. The Company's obligation to take or continue any action to effect a requested registration under this Section 2.1 shall be subject to the following:
(i) The proviso that the Company shall not be required to effect more than than: (i) three (3) registrations Immediate Offering Registrations (provided, however, that no more than one (1) such registration request shall be effected on Form S-1 and the remainder shall be effected on Form S-3 or as Shelf Registrations) as requested pursuant to this section 2.1by Warburg, Pinc▇▇ ▇▇▇ity Partners, L.P., (ii) two (2) Immediate Offering Registrations provided however, that no more than one (1) such registration request shall be effected on Form S-1 and the remainder shall be effected on Form S-3 or as Shelf Registrations) as requested by Chase Venture Capital Associates, L.P., (iii) one (1) Immediate Offering Registration on Form S-3 or Shelf Registration as requested by Natural Gas Partners V, L.P. and (iv) one (1) Immediate Offering Registration on Form S-3 or Shelf Registration as requested by First Union Capital Partners, Inc.; provided that, a registration Demand Registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (A) unless a registration statement with respect thereto has been declared effective for a period of at least ninety (90) days, (B) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, or (C) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Requisite Holders;
(ii) The Company will not be required to effect a registration pursuant to this Section 2.1 unless such registration has been requested by the holders of Registrable Securities that represent at least twenty percent (20%) of the Registrable Securities then outstanding, and have an estimated aggregate offering price to the public of at least Three Million Dollars ($3,000,000); and
(iii) The Company will not be required to effect a registration pursuant to this Section 2.1 during the ninety (90) day period after a registration statement shall have been filed and declared effective under the Securities Act with respect to the public offering of any class of the Company's equity securities Holders (which shall exclude a registration include the failure of securities with respect the Requisite Holders to an employee benefit, retirement take action or similar planto refrain from taking action necessary for the conditions to closing to be satisfied).
Appears in 1 contract
Sources: Registration Rights Agreement (Encore Acquisition Co)