Common use of Demand and Piggy Back Registrations Clause in Contracts

Demand and Piggy Back Registrations. (a) Upon the written request (a “Registration Request”) to register shares of Transfer Restricted Securities by Holders of not less than a majority of the then outstanding Transfer Restricted Securities, the Company will use its reasonable best efforts to file with the SEC as promptly as practicable thereafter (but in no event later than thirty (30) days following the date of receipt of a Registration Request), a Registration Statement under the Securities Act registering the resale of such Transfer Restricted Securities and will use its reasonable best efforts to effect the registration of the Transfer Restricted Securities under all applicable state securities and blue sky laws on or prior to 150 days following the date of receipt of a Registration Request. Such request shall state the intended method of disposition of the Transfer Restricted Securities sought to be registered, which may include the underwritten public offering of such Transfer Restricted Securities. Whenever the Company shall be requested to effect the registration of any Transfer Restricted Securities under the Securities Act pursuant to this Section 2(a), the Company shall promptly give written notice of such proposed registration to all Holders stating that such Holders have the right to request that any or all of the Transfer Restricted Securities owned by them be included in such registration. The Company shall include in such registration all Transfer Restricted Securities with respect to which the Company receives written requests from the Holders thereof for inclusion therein (stating the intended method of disposition of such Transfer Restricted Securities) if such requests are received within 20 calendar days of the Company’s delivery of written notice pursuant to the preceding sentence. The Registration Statement shall be on Form S-1 or S-3 under the Securities Act or another appropriate registration permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by them. The holders shall be entitled to request not more than three (3) such registrations pursuant to this Section 2(a). The Company shall use its reasonable best efforts to keep the Registration Statement effective for a continuous period until such time as no Transfer Restriction Securities remain outstanding by supplementing and amending the Registration Statement to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the holder thereof entitled to the benefits of this Section 2(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the rules, regulations or instructions applicable to the registration form used for such Registration Statement.

Demand and Piggy Back Registrations. (a) Upon Subject to the written provisions of this Section 15, one or more Holders of at least 51% of the Common Stock issuable upon exercise of all Warrants 98-1, 98-2 and 98-3 (the "Registrable Securities") may make one request (the "Demand Request") registration for sale under the Securities Act of the Registrable Securities, provided that such Holders request registration for sale of a “Registration Request”) to register number of shares which represents at least 51% of the total number of shares of Transfer Restricted Securities Common Stock held by all Holders on the date of not less than a majority of the then outstanding Transfer Restricted Securitiessuch Demand Request. The Company shall thereafter, the Company will as expeditiously as practicable, use its reasonable best efforts to file with the SEC as promptly as practicable thereafter (but in no event later than thirty (30) days following the date of receipt of a Registration Request), a Registration Statement under the Securities Act registering of 1933 (the resale "Securities Act") a registration statement on the appropriate form covering all Registrable Securities specified in the Demand Request (the "Registration Statement"). The Demand Request shall specify the intended methods of disposition thereof and the information required by Item 507 of Regulation S-K under the Securities Act. Upon such Transfer Restricted Securities and will Demand Request, subject to this Section 15, the Company shall use its reasonable best efforts to promptly effect the registration of the Transfer Restricted such Registrable Securities under all applicable state securities (i) the Securities Act, and (ii) if applicable, the blue sky laws of such jurisdictions as any Holder of such Registrable Securities requesting such registration or any underwriter, if any, may reasonably request. The Company shall be deemed to have effected a Demand Registration if the Registration Statement relating to such Demand Request is filed with the SEC but the requesting Holders inform the Company that they desire that the Registration Statement be withdrawn or abandoned; provided, however, that such withdrawal does not result from action or inaction on the part of the Company that has materially and adversely affected the value of such registration to the participating Holders, or prior if the Registration Statement is declared effective by the SEC and remains effective until the earlier of the date on which (i) all the Registrable Securities subject to 150 days following such Registration Statement have been disposed of, (ii) nine months have elapsed from the date of receipt such effectiveness or (iii) the Registrable Securities are eligible for resale under Securities Act Rule 144(k). If at any time or from time to time during the time period applicable to the Demand Registration any of the Holders of the Registrable Securities covered by a Registration Request. Such request shall state Statement desire to sell Registrable Securities in an underwritten offering, the intended method investment banker or investment bankers that will manage the offering will be selected by the Holders of disposition at least 51% of the Transfer Restricted Registrable Securities sought included in such offering; provided that the selection of any such investment banker or investment bankers is subject to be registered, which may include the underwritten public offering of such Transfer Restricted Securitiesapproval and consent by the Company. Whenever the The Company shall not be requested required to effect the registration of file any Transfer Restricted Securities under the Securities Act Registration Statement pursuant to this Section 2(a), 15(a) for a deferral period of up to 120 days if the Board of Directors of the Company shall promptly give written notice of such proposed registration to all Holders stating in good faith determines that such Holders have the right to request that registration would interfere with any or all proposed offering of the Transfer Restricted Securities owned by them be included in such registration. The Company shall include in such registration all Transfer Restricted Securities with respect to which the Company receives written requests from the Holders thereof for inclusion therein (stating the intended method of disposition of such Transfer Restricted Securities) if such requests are received within 20 calendar days shares of the Company’s delivery of written notice pursuant to 's capital stock, pending financing transaction, or acquisition, corporate reorganization or other significant transaction involving the preceding sentence. The Registration Statement shall be on Form S-1 or S-3 under the Securities Act or another appropriate registration permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by them. The holders shall be entitled to request not more than three (3) such registrations pursuant to this Section 2(a). The Company shall use its reasonable best efforts to keep the Registration Statement effective for a continuous period until such time as no Transfer Restriction Securities remain outstanding by supplementing and amending the Registration Statement to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the holder thereof entitled to the benefits of this Section 2(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the rules, regulations or instructions applicable to the registration form used for such Registration StatementCompany.

Demand and Piggy Back Registrations. (a) Upon Subject to the written provisions of this Section 15, one or more Holders of at least 51% of the Common Stock issuable upon exercise of Warrants 98-1, 98-2 and 98-3 (the "Registrable Securities") may make one request (the "Demand Request") registration for sale under the Securities Act of the Registrable Securities, provided that such Holders request registration for sale of a “Registration Request”) to register number of shares which represents at least 51% of the total number of shares of Transfer Restricted Securities Common Stock held by all Holders on the date of not less than a majority of the then outstanding Transfer Restricted Securitiessuch Demand Request. The Company shall thereafter, the Company will as expeditiously as practicable, use its reasonable best efforts to file with the SEC as promptly as practicable thereafter (but in no event later than thirty (30) days following the date of receipt of a Registration Request), a Registration Statement under the Securities Act registering of 1933 (the resale "Securities Act") a registration statement on the appropriate form covering all Registrable Securities specified in the Demand Request (the "Registration Statement"). The Demand Request shall specify the intended methods of disposition thereof and the information required by Item 507 of Regulation S-K under the Securities Act. Upon such Transfer Restricted Securities and will Demand Request, subject to this Section 15, the Company shall use its reasonable best efforts to promptly effect the registration of the Transfer Restricted such Registrable Securities under all applicable state securities (i) the Securities Act, and (ii) if applicable, the blue sky laws of such jurisdictions as any Holder of such Registrable Securities requesting such registration or any underwriter, if any, may reasonably request. The Company shall be deemed to have effected a Demand Registration if the Registration Statement relating to such Demand Request is filed with the SEC but the requesting Holders inform the Company that they desire that the Registration Statement be withdrawn or abandoned; provided, however, that such withdrawal does not result from action or inaction on the part of the Company that has materially and adversely affected the value of such registration to the participating Holders, or prior if the Registration Statement is declared effective by the SEC and remains effective until the earlier of the date on which (i) all the Registrable Securities subject to 150 days following such Registration Statement have been disposed of, (ii) nine months have elapsed from the date of receipt such effectiveness or (iii) the Registrable Securities are eligible for resale under Securities Act Rule 144(k). If at any time or from time to time during the time period applicable to the Demand Registration any of the Holders of the Registrable Securities covered by a Registration Request. Such request shall state Statement desire to sell Registrable Securities in an underwritten offering, the intended method investment banker or investment bankers that will manage the offering will be selected by the Holders of disposition at least 51% of the Transfer Restricted Registrable Securities sought included in such offering; provided that the selection of any such investment banker or investment bankers is subject to be registered, which may include the underwritten public offering of such Transfer Restricted Securitiesapproval and consent by the Company. Whenever the The Company shall not be requested required to effect the registration of file any Transfer Restricted Securities under the Securities Act Registration Statement pursuant to this Section 2(a), 15(a) for a deferral period of up to 120 days if the Board of Directors of the Company shall promptly give written notice of such proposed registration to all Holders stating in good faith determines that such Holders have the right to request that registration would interfere with any or all proposed offering of the Transfer Restricted Securities owned by them be included in such registration. The Company shall include in such registration all Transfer Restricted Securities with respect to which the Company receives written requests from the Holders thereof for inclusion therein (stating the intended method of disposition of such Transfer Restricted Securities) if such requests are received within 20 calendar days shares of the Company’s delivery of written notice pursuant to 's capital stock, pending financing transaction, or acquisition, corporate reorganization or other significant transaction involving the preceding sentence. The Registration Statement shall be on Form S-1 or S-3 under the Securities Act or another appropriate registration permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by them. The holders shall be entitled to request not more than three (3) such registrations pursuant to this Section 2(a). The Company shall use its reasonable best efforts to keep the Registration Statement effective for a continuous period until such time as no Transfer Restriction Securities remain outstanding by supplementing and amending the Registration Statement to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the holder thereof entitled to the benefits of this Section 2(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the rules, regulations or instructions applicable to the registration form used for such Registration StatementCompany.