Common use of Number of Registrations Clause in Contracts

Number of Registrations. Notwithstanding any contrary provision contained in this Agreement (except the last sentence of this Section 8.1(a) which shall continue to apply), the Note Purchase and Warrant Agreement between the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ of even date, the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as of even date, the Note Purchase and Warrant Agreement between the Company and ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ dated as of March 25, 1998, the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1998, the Stock Issuance Agreement between the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated March 25, 1998, the Note Purchase and Warrant Agreement between the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1997, the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1997, the Note Purchase and Warrant Agreement by and among the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1996, the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1996, and the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of November 21, 1995 (collectively the "Lender Stock Documents"), the Lender shall be entitled to an unlimited number of Demand Registrations under all such documents, and shall be entitled to include all or part of the stock received under any or all of such documents in any Demand Registration; provided, however, that, except for Demand Registrations requested pursuant to the last sentence of this Section 8.1(a), any such Demand Registration shall include at least two hundred thousand (200,000) shares of Common Stock (subject to adjustment pursuant to Section 4(a)). A registration initiated as a Demand Registration may be withdrawn at any time at the request of the Lender; provided that in the event a registration initiated as a Demand Registration is so withdrawn, all registration expenses in connection with such withdrawn registration shall be paid by the Lender. In the event the Lender shall pledge or assign his rights and interests to all or part of the Common Stock issued to him hereunder or issued to him upon the exercise of his rights under any of the Lender Stock Documents as collateral pursuant to a borrowing, the rights to Demand Registrations hereunder may be assigned and transferred to a lender (and only one lender at any given time) in connection therewith and said lender shall be entitled to request such Demand Registrations at any time without regard to the two hundred thousand (200,000) share minimum under the first sentence of this Section 8.1(a) and notwithstanding the provisions of the first sentence of Section 8.1(c) below.

Appears in 2 contracts

Sources: Stock Issuance Agreement (Dearholt Stephen M), Stock Issuance Agreement (Female Health Co)

Number of Registrations. Notwithstanding any contrary provision contained in this Agreement (except the last sentence of this Section 8.1(a) which shall continue to apply)document, the Note Purchase and Warrant Agreement between the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ of even date, the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as of even date, the Note Purchase and Warrant Agreement between the Company and ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ dated as of March 25, 1998, the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1998, the Stock Issuance Agreement between such parties of even date (the Company "1999 Stock Issuance Agreement"), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated March 25such other documents, 1998agreements and warrants that the Holder may demand registration under the Securities Act (collectively, the Note Purchase and Warrant Agreement between the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1997, the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1997, the Note Purchase and Warrant Agreement by and among the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1996, the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1996, and the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of November 21, 1995 (collectively the "Lender Dearholt Stock Documents"), the Lender Holder Group shall be entitled to an unlimited number of Demand Registrations under all such documentsDearholt Stock Documents, and shall be entitled to include all or part of the stock received under any or all of such documents Dearholt Stock Documents in any Demand Registration, as the Holder Group shall request from time to time; provided, however, that, except for Demand Registrations requested pursuant to the last sentence of this Section 8.1(a12.1(a), any such Demand Registration shall include at least two hundred thousand (200,000) shares of Common Stock (subject to adjustment pursuant to Section 4(a5(a)). A registration initiated as a Demand Registration may be withdrawn at any time at the request of the LenderHolders of a majority of the shares of the Common Stock requested to be included in such Demand Registration (the "Required Percentage"); provided that in the event a registration initiated as a Demand Registration is so withdrawn, all registration expenses in connection with such withdrawn registration (including, without limitation, reasonable fees of counsel and accountants for the Company) shall be paid by the Lenderparticipating Holders, pro rata. In the event the Lender ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall pledge or assign his rights and interests to all or part of the Common Stock issued to him hereunder upon exercise of this Warrant, or issued to him upon the exercise of his rights under any of the Lender Dearholt Stock Documents Documents, as collateral pursuant to a borrowing, the rights to Demand Registrations hereunder may be assigned and transferred to a said lender (and only one lender at any given time) in connection therewith therewith, and said lender shall be entitled to request such Demand Registrations at any time time, without regard to the two hundred thousand (200,000) share minimum under the first sentence of this Section 8.1(a) 12.1(a), and notwithstanding the provisions of the first sentence of Section 8.1(c12.1(c) below.

Appears in 2 contracts

Sources: Warrant Agreement (Female Health Co), Warrant Agreement (Dearholt Stephen M)

Number of Registrations. Notwithstanding any contrary provision contained in this Agreement (except the last sentence of this Section 8.1(a) which shall continue to apply)document, the Note Purchase and Warrant Agreement between the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ of even date, the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as Stock Issuance Agreement between such parties of even datedate (the "February 1999 Stock Issuance Agreement"), the Note Purchase and Warrant Agreement between the Company and ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ dated as of March 25, 1998, the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1998, the Stock Issuance Agreement between the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated March 25, 1998, the Note Purchase and Warrant Agreement between the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1997, the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1997, the Note Purchase and Warrant Agreement by and among the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1996, the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 2526, 1996, and the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of November 21, 1995 (collectively collectively, the "Lender Dearholt Stock Documents"), the Lender Holder Group shall be entitled to an unlimited number of Demand Registrations under all such documentsDearholt Stock Documents, and shall be entitled to include all or part of the stock received under any or all of such documents Dearholt Stock Documents in any Demand Registration, as the Holder Group shall request from time to time; provided, however, that, except for Demand Registrations requested pursuant to the last sentence of this Section 8.1(a12.1(a), any such Demand Registration shall include at least two hundred thousand (200,000) shares of Common Stock (subject to adjustment pursuant to Section 4(a5(a)). A registration initiated as a Demand Registration may be withdrawn at any time at the request of the LenderHolders of a majority of the shares of the Common Stock requested to be included in such Demand Registration (the "Required Percentage"); provided that in the event a registration initiated as a Demand Registration is so withdrawn, all registration expenses in connection with such withdrawn registration (including, without limitation, reasonable fees of counsel and accountants for the Company) shall be paid by the Lenderparticipating Holders, pro rata. In the event the Lender ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall pledge or assign his rights and interests to all or part of the Common Stock issued to him hereunder upon exercise of this Warrant, or issued to him upon the exercise of his rights under any of the Lender Dearholt Stock Documents Documents, as collateral pursuant to a borrowing, the rights to Demand Registrations hereunder may be assigned and transferred to a said lender (and only one lender at any given time) in connection therewith therewith, and said lender shall be entitled to request such Demand Registrations at any time time, without regard to the two hundred thousand (200,000) share minimum under the first sentence of this Section 8.1(a) 12.1(a), and notwithstanding the provisions of the first sentence of Section 8.1(c12.1(c) below.

Appears in 2 contracts

Sources: Warrant Agreement (Dearholt Stephen M), Warrant Agreement (Female Health Co)

Number of Registrations. Notwithstanding any contrary provision contained in this Agreement The Holders of Registrable Securities will be entitled to request the following number and types of registrations: (except the last sentence of this Section 8.1(ai) which Galen shall continue be entitled to apply), the Note Purchase and Warrant Agreement between the Company and ▇▇▇▇request two Demand Registrations on F▇▇▇ ▇. ▇▇▇▇▇▇▇▇ of even date, the Warrant issued by the Company -1 (or any successor to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as of even date, the Note Purchase and Warrant Agreement between the Company and ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ dated as of March 25, 1998, the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1998, the Stock Issuance Agreement between the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated March 25, 1998, the Note Purchase and Warrant Agreement between the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1997, the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1997, the Note Purchase and Warrant Agreement by and among the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1996, the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1996, and the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of November 21, 1995 (collectively the "Lender Stock Documents"such form), the Lender (ii) Watson shall be entitled to an unlimited number of request two Demand Registrations under all on Form S-▇ (▇▇ any successor to such documentsform), and (iii) the Holders of at least twenty percent (20%) of the Registrable Securities then outstanding shall be entitled to include request one Demand Registration on Form S-1 (or any successor to such form), provided that all Demand Registrations requested pursuant to subsections (i) and (ii) above shall be deemed to have occurred prior to the Demand Registration pursuant to this subsection (iii), and (iv) the Holders of Registrable Securities will be entitled to unlimited Demand Registrations on Form S-3 (or part any successor to such form), for which the Company will pay all Registration Expenses. A registration will not count as a Demand Registration (x) until it has become effective, (y) the Holders have sold, in the aggregate, no less than fifty percent (50%) of the stock received under shares of Registrable Securities requested to be registered in the Demand Registration and (z) if the offering of the Registrable Securities pursuant to such registration is interfered with for any reason by any stop order, injunction or all other order or requirement of such documents in the Commission (other than any Demand Registrationstop order, injunction or other requirement of the Commission prompted by acts or omissions of Holders of Registrable Securities); provided, however, that, that except for Demand Registrations requested pursuant to as otherwise provided herein whether or not it becomes effective the last sentence of this Section 8.1(a), any such Demand Company will pay all Registration shall include at least two hundred thousand (200,000) shares of Common Stock (subject to adjustment pursuant to Section 4(a)). A registration initiated as a Demand Registration may be withdrawn at any time at the request of the Lender; provided that in the event a registration initiated as a Demand Registration is so withdrawn, all registration expenses Expenses in connection with such withdrawn any registration shall be paid by the Lender. In the event the Lender shall pledge or assign his rights and interests to all or part of the Common Stock issued to him hereunder or issued to him upon the exercise of his rights under any of the Lender Stock Documents as collateral pursuant to a borrowing, the rights to Demand Registrations hereunder may be assigned and transferred to a lender (and only one lender at any given time) in connection therewith and said lender shall be entitled to request such Demand Registrations at any time without regard to the two hundred thousand (200,000) share minimum under the first sentence of this Section 8.1(a) and notwithstanding the provisions of the first sentence of Section 8.1(c) belowso initiated.

Appears in 1 contract

Sources: Registration Rights Agreement (Halsey Drug Co Inc/New)

Number of Registrations. Notwithstanding any contrary provision contained in this Agreement (except the last sentence of this Section 8.1(a) which shall continue to apply)document, the Note Purchase and Warrant Agreement between the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ of even date, the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as Stock Issuance Agreement between such parties of even datedate (the _1998 Stock Issuance Agreement_), the Note Purchase and Warrant Agreement between the Company and ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ dated as of March 25, 1998, the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1998, the Stock Issuance Agreement between the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated March 25, 1998, the Note Purchase and Warrant Agreement between the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1997, the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1997, the Note Purchase and Warrant Agreement by and among the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1996, the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 2526, 1996, and the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of November 21, 1995 (collectively collectively, the "Lender _Dearholt Stock Documents"_), the Lender Holder Group shall be entitled to an unlimited number of Demand Registrations under all such documentsDearholt Stock Documents, and shall be entitled to include all or part of the stock received under any or all of such documents Dearholt Stock Documents in any Demand Registration, as the Holder Group shall request from time to time; provided, however, that, except for Demand Registrations requested pursuant to the last sentence of this Section 8.1(a12.1(a), any such Demand Registration shall include at least two hundred thousand (200,000) shares of Common Stock (subject to adjustment pursuant to Section 4(a5(a)). A registration initiated as a Demand Registration may be withdrawn at any time at the request of the LenderHolders of a majority of the shares of the Common Stock requested to be included in such Demand Registration (the "Required Percentage"); provided that in the event a registration initiated as a Demand Registration is so withdrawn, all registration expenses in connection with such withdrawn registration (including, without limitation, reasonable fees of counsel and accountants for the Company) shall be paid by the Lenderparticipating Holders, pro rata. In the event the Lender ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall pledge or assign his rights and interests to all or part of the Common Stock issued to him hereunder upon exercise of this Warrant, or issued to him upon the exercise of his rights under any of the Lender Dearholt Stock Documents Documents, as collateral pursuant to a borrowing, the rights to Demand Registrations hereunder may be assigned and transferred to a said lender (and only one lender at any given time) in connection therewith therewith, and said lender shall be entitled to request such Demand Registrations at any time time, without regard to the two hundred thousand (200,000) share minimum under the first sentence of this Section 8.1(a) 12.1(a), and notwithstanding the provisions of the first sentence of Section 8.1(c12.1(c) below.

Appears in 1 contract

Sources: Warrant Agreement (Female Health Co)

Number of Registrations. Notwithstanding any contrary ----------------------- provision contained in this Agreement (except the last sentence of this Section 8.1(a) which shall continue to apply), the Note Purchase and Warrant Agreement between the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ of even date, the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as of even date, the Note Purchase and Warrant Agreement between the Company and ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ dated as of March 25, 1998, the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1998, the Stock Issuance Agreement between the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated March 25, 1998document, the Note Purchase and Warrant Agreement between the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 19971999, the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Stock Issuance Agreement between such parties dated as of March 25, 19971999 (the "1999 Stock Issuance Agreement"), and such other documents, agreements and warrants that the Holder may demand registration under the Securities Act (collectively, the Note Purchase and Warrant Agreement by and among the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1996, the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1996, and the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of November 21, 1995 (collectively the "Lender Dearholt Stock Documents"), the Lender Holder Group shall be entitled to an unlimited number of Demand Registrations under all such documentsDearholt Stock Documents, and shall be entitled to include all or part of the stock received under any or all of such documents Dearholt Stock Documents in any Demand Registration, as the Holder Group shall request from time to time; provided, however, that, except for Demand Registrations requested pursuant to the last sentence of this Section 8.1(a12.1(a), any such Demand Registration shall include at least two hundred thousand (200,000) shares of Common Stock (subject to adjustment pursuant to Section 4(a)5(a). A registration initiated as a Demand Registration may be withdrawn at any time at the request of the LenderHolders of a majority of the shares of the Common Stock requested to be included in such Demand Registration (the "Required Percentage"); provided that in the event a registration initiated as a Demand Registration is so withdrawn, all registration expenses in connection with such withdrawn registration (including, without limitation, reasonable fees of counsel and accountants for the Company) shall be paid by the Lenderparticipating Holders, pro rata. In the event the Lender ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall pledge or assign his rights and interests to all or part of the Common Stock issued to him hereunder upon exercise of this Warrant, or issued to him upon the exercise of his rights under any of the Lender Dearholt Stock Documents Documents, as collateral pursuant to a borrowing, the rights to Demand Registrations hereunder may be assigned and transferred to a said lender (and only one lender at any given time) in connection therewith therewith, and said lender shall be entitled to request such Demand Registrations at any time time, without regard to the two hundred thousand (200,000) share minimum under the first sentence of this Section 8.1(a) 12.1(a), and notwithstanding the provisions of the first sentence of Section 8.1(c12.1(c) below.

Appears in 1 contract

Sources: Warrant Agreement (Female Health Co)

Number of Registrations. Notwithstanding any contrary provision contained in this Agreement (except the last sentence of this Section 8.1(a) which shall continue to apply), the Note Purchase and Warrant Agreement between the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ of even date, the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Dearhold as of even date, the Note Purchase and Warrant Agreement between the Company and ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ dated as of March 25, 1998, the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1998, the Stock Issuance Agreement between the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated March 25, 1998, the Note Purchase and Warrant Agreement between the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1997, the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1997, the Note Purchase and Warrant Agreement by and among the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1996, the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1996, and the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of November 21, 1995 (collectively the "_Lender Stock Documents"_), the Lender shall be entitled to an unlimited number of Demand Registrations under all such documents, and shall be entitled to include all or part of the stock received under any or all of such documents in any Demand Registration; provided, however, that, except for Demand Registrations requested pursuant to the last sentence of this Section 8.1(a), any such Demand Registration shall include at least two hundred thousand (200,000) shares of Common Stock (subject to adjustment pursuant to Section 4(a)). A registration initiated as a Demand Registration may be withdrawn at any time at the request of the Lender; provided that in the event a registration initiated as a Demand Registration is so withdrawn, all registration expenses in connection with such withdrawn registration shall be paid by the Lender. In the event the Lender shall pledge or assign his rights and interests to all or part of the Common Stock issued to him hereunder or issued to him upon the exercise of his rights under any of the Lender Stock Documents as collateral pursuant to a borrowing, the rights to Demand Registrations hereunder may be assigned and transferred to a lender (and only one lender at any given time) in connection therewith and said lender shall be entitled to request such Demand Registrations at any time without regard to the two hundred thousand (200,000) share minimum under the first sentence of this Section 8.1(a) and notwithstanding the provisions of the first sentence of Section 8.1(c) below.

Appears in 1 contract

Sources: Stock Issuance Agreement (Female Health Co)

Number of Registrations. Notwithstanding any contrary provision contained in this Agreement The Holders of Registrable Securities will be entitled to request the following number and types of registrations: (except the last sentence of this Section 8.1(ai) which Galen shall continue to apply), the Note Purchase and Warrant Agreement between the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ of even date, the Warrant issued by the Company be entitled to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as of even datest two Demand Registrations on Form S-1 (or any successor to such form), the Note Purchase and Warrant Agreement between the Company and ▇▇▇▇▇▇▇ (ii) Watson shall be entitled t▇ ▇▇▇▇▇▇▇▇ dated as of March 25, 1998, the Warrant issued by the Company est two Demand Registrations on Form S-1 (or any successor to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1998, the Stock Issuance Agreement between the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated March 25, 1998, the Note Purchase and Warrant Agreement between the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1997, the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1997, the Note Purchase and Warrant Agreement by and among the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1996, the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of March 25, 1996, and the Warrant issued by the Company to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of November 21, 1995 (collectively the "Lender Stock Documents"such form), (iii) the Lender Holders of at least 20% of the Registrable Securities then outstanding shall be entitled to an unlimited number of request one Demand Registration on Form S-1 (or any successor to such form), provided that all Demand Registrations under all such documentsrequested pursuant to subsections (i) and (ii) above shall be deemed to have occurred prior to the Demand Registration pursuant to this subsection (iii), and shall (iv) the Holders of Registrable Securities will be entitled to include unlimited Demand Registrations on Form 5-3 (or any successor to such form), for which the Company will pay all or part Registration Expenses. A registration will not count as a Demand Registration (x) until it has become effective, (y) the Holders have sold, in the aggregate, no less than 50% of the stock received under shares of Registrable Securities requested to be registered in the Demand Registration and (z) if the offering of the Registrable Securities pursuant to such registration is interfered with for any reason by any stop order, . injunction or all other order or requirement of such documents in the Commission (other than any Demand Registrationstop order, injunction or other requirement of the Commission prompted by acts or omissions of Holders of Registrable Securities); provided, however, that, that except for Demand Registrations requested pursuant to as otherwise provided herein whether or not it becomes effective the last sentence of this Section 8.1(a), any such Demand Company will pay all Registration shall include at least two hundred thousand (200,000) shares of Common Stock (subject to adjustment pursuant to Section 4(a)). A registration initiated as a Demand Registration may be withdrawn at any time at the request of the Lender; provided that in the event a registration initiated as a Demand Registration is so withdrawn, all registration expenses Expenses in connection with such withdrawn any registration shall be paid by the Lender. In the event the Lender shall pledge or assign his rights and interests to all or part of the Common Stock issued to him hereunder or issued to him upon the exercise of his rights under any of the Lender Stock Documents as collateral pursuant to a borrowing, the rights to Demand Registrations hereunder may be assigned and transferred to a lender (and only one lender at any given time) in connection therewith and said lender shall be entitled to request such Demand Registrations at any time without regard to the two hundred thousand (200,000) share minimum under the first sentence of this Section 8.1(a) and notwithstanding the provisions of the first sentence of Section 8.1(c) belowso initiated.

Appears in 1 contract

Sources: Registration Rights Agreement (Galen Partners Iii L P)