Common use of Demand Registration Right Clause in Contracts

Demand Registration Right. If the Company receives at any time after the date that is six (6) months from the Effective Date, a written request (a “Demand Request”) from the Stockholder that the Company register any such Registrable Securities, then the Company shall agree to take all actions as are necessary to keep any Registration Statement filed pursuant to this Section 1.B. effective until the date on which all Registrable Securities thereunder may be sold without any restriction, under Rule 144 during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144. The Company shall file, no later than forty-five (45) days following receipt of a Demand Request (the “Demand Filing Date”), a Registration Statement (the “Demand Registration Statement”) covering such Registrable Securities which the Company has been so requested to register by the Stockholder, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request, and use its commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC within one hundred fifty (150) days after the Demand Filing Date. If a registration pursuant to this Section 1.B. involves an underwritten public offering, the Stockholder registration may elect, in writing prior to the effective date of the Registration Statement filed in connection with such registration, not to register such securities in connection with such registration. The Company may delay making a filing of a Demand Registration Statement in connection with a Demand Request or taking action in connection therewith by not more than ninety (90) days if the Company provides a written certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company to the Stockholders, prior to the time it would otherwise have been required to file such Demand Registration Statement or take such action pursuant to this Section 1.B., stating that the Board has determined in good faith that the filing of such Demand Registration Statement would be seriously detrimental to the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction (collectively, a “Valid Business Reason”) and that it is therefore essential to defer the filing of the Demand Registration Statement; provided, however, that such right to delay a Demand Request shall be exercised by the Company not more than once in any twelve (12)-month period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists, and during such time, the Company may not file a registration statement for securities to be issued and sold for its own account or for that of anyone other than the Stockholders. The Company shall only be obligated to effect one (1) Demand Request pursuant to this Section 1.B. The Stockholder shall have the right to cancel a proposed registration of Registrable Securities pursuant to this Section 1.B when the request for cancellation is based upon material adverse information relating to the Company that is different from the information known to the Stockholder at the time of the Demand Request. Such cancellation of a registration shall be made in writing and shall not be counted as a Demand Request.

Demand Registration Right. If the Company receives at any time after the date that is six two (62) months from the Effective Date, a written request (a “Demand Request”) from the Stockholder that the Company register any such Registrable Securities, then the Company shall agree to take all actions as are necessary to keep any Registration Statement filed pursuant to this Section 1.B. effective until the date on which all Registrable Securities thereunder may be sold without any restriction, under Rule 144 during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144. The Company shall file, no later than forty-five (45) days following receipt of a Demand Request (the “Demand Filing Date”), a Registration Statement (the “Demand Registration Statement”) covering such Registrable Securities which the Company has been so requested to register by the Stockholder, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request, and use its commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC within one hundred fifty (150) days after the Demand Filing Date. If a registration pursuant to this Section 1.B. involves an underwritten public offering, the Stockholder registration may elect, in writing prior to the effective date of the Registration Statement filed in connection with such registration, not to register such securities in connection with such registration. The Company may delay making a filing of a Demand Registration Statement in connection with a Demand Request or taking action in connection therewith by not more than ninety (90) days if the Company provides a written certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company to the Stockholders, prior to the time it would otherwise have been required to file such Demand Registration Statement or take such action pursuant to this Section 1.B., stating that the Board has determined in good faith that the filing of such Demand Registration Statement would be seriously detrimental to the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction (collectively, a “Valid Business Reason”) and that it is therefore essential to defer the filing of the Demand Registration Statement; provided, however, that such right to delay a Demand Request shall be exercised by the Company not more than once in any twelve (12)-month period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists, and during such time, the Company may not file a registration statement for securities to be issued and sold for its own account or for that of anyone other than the Stockholders. The Company shall only be obligated to effect one (1) Demand Request pursuant to this Section 1.B. The Stockholder shall have the right to cancel a proposed registration of Registrable Securities pursuant to this Section 1.B when the request for cancellation is based upon material adverse information relating to the Company that is different from the information known to the Stockholder at the time of the Demand Request. Such cancellation of a registration shall be made in writing and shall not be counted as a Demand Request.

Demand Registration Right. If The Company covenants and agrees with the Company receives at Registered Holder and any time subsequent Registered Holders of the Warrants and/or Warrants Shares that, on one occasion, within 60 days after the date that is six (6) months from the Effective Date, receipt of a written request (a “Demand Request”) from Registered Holders of more than 50% in interest of the Stockholder that aggregate of Warrants and/or Warrant Shares issued pursuant hereto, the Company register shall, on one occasion, file a registration statement (and use its best efforts to cause such registration statement to become effective under the Act at the Company's expense) with respect to the offering and sale or other disposition of the Warrant Shares (the "Offered Warrant Shares"). The Company shall not be obligated to file and have declared effective a registration statement with respect to the Offered Warrant Shares on more than one occasion. The Company may defer the filing of a registration statement for up to 90 days after the request for registration is made if the Board of Directors determines in good faith that such registration or post-effective amendment would adversely affect or otherwise interfere with a proposed or pending transaction by the Company, including without limitation a material financing or a corporate reorganization, or during any such Registrable Securities, then period of time in which the Company is in possession of material inside information concerning the Company or its securities, which information the Company determines in good faith is not ripe for discharge. The Company shall agree not honor any request to take all actions as are necessary to keep any Registration Statement filed register Warrant Shares pursuant to this Section 1.B. received later than the Warrant Expiration Date. The Company shall not be required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 120 days after the effective until date of the registration statement or the date on which all Registrable Securities thereunder may be of the Offered Warrant Shares have been sold without any restriction, under Rule 144 during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144. The Company shall file, no later than forty-five (45) days following receipt of a Demand Request (the “Demand Filing "Termination Date”"), a Registration Statement (the “Demand Registration Statement”) covering such Registrable Securities which the Company has been so requested to register by the Stockholder, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request, and use its commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC within one hundred fifty (150) days after the Demand Filing Date. If a registration pursuant to this Section 1.B. involves an underwritten public offering, the Stockholder registration may elect, in writing prior to the effective date of the Registration Statement filed in connection with such registration, not to register such securities in connection with such registration. The Company may delay making a filing of a Demand Registration Statement in connection with a Demand Request or taking action in connection therewith by not more than ninety (90) days if the Company provides a written certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company to the Stockholders, prior to the time it would otherwise have been required to file such Demand Registration Statement or take such action pursuant to this Section 1.B., stating that the Board has determined in good faith that the filing of such Demand Registration Statement would be seriously detrimental to the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction (collectively, a “Valid Business Reason”) and that it is therefore essential to defer the filing of the Demand Registration Statement; provided, however, that such right if at the Termination Date the Offered Warrant Shares are covered by a registration statement which also covers other securities and which is required to delay a Demand Request shall be exercised by remain in effect beyond the Company not more than once in any twelve (12)-month period and Termination Date, the Company shall only have the right maintain in effect such registration statement as it relates to delay a Demand Request Offered Warrant Shares for so long as such Valid Business Reason exists, and during such time, the Company may not file a registration statement (or any substitute registration statement) remains or is required to remain in effect for securities any such other securities. All expenses of registration pursuant to this subsection 10(a) shall be issued and sold for its own account or for that of anyone other than borne by the StockholdersCompany. The Company shall only be obligated to effect one (1) Demand Request pursuant to this Section 1.B. The Stockholder shall to include in the registration statement Warrant Shares that have the right to cancel not yet been purchased by a proposed registration Registered Holder of Registrable Securities pursuant to this Section 1.B when the request for cancellation is based upon material adverse information relating Warrants so long as such Registered Holder of Warrants submits an undertaking to the Company that is different from such Registered Holder intends to exercise Warrants representing the information known number of Warrant Shares to be included in such registration statement prior to the Stockholder at the time consummation of the Demand Requestpublic offering with respect to such Warrant Shares. Such cancellation In addition, such Registered Holder of a registration shall be made in writing and shall not be counted as a Demand RequestWarrants is permitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the public offering with respect to such Warrant Shares.

Demand Registration Right. If Upon the Company receives written request of a Majority Holder, made at any time after the date that is six (6) months from the Effective Exercise Date, a written request (a “Demand Request”) from but before the Stockholder that the Company register any such Registrable SecuritiesExpiration Date, then the Company shall agree to take all actions as are necessary to keep any Registration Statement filed file within 90 days of such written request a registration statement or Regulation A offering statement pursuant to the Act, and all necessary amendments thereto, to register or qualify the Option, Option Securities and the Option Securities underlying the unexercised portion of this Section 1.B. effective until Option. No additional securities shall be included in such registration statement or offering statement without the date on which all Registrable Securities thereunder may be sold without any restriction, under Rule 144 during any 90-day period in accordance with all rules and regulations regarding sales written consent of securities pursuant to Rule 144the Majority Holder. The Company shall filemay use the Regulation A exemption if available, no later than forty-five (45) but the Company must file a registration statement if the securities that are to be covered cannot be sold pursuant to Regulation A because of the limitations applicable to the use of the Regulation A exemption. The Company agrees to use its best efforts to cause this registration or qualification to become effective as promptly as practicable and to keep such registration effective for a period of the lesser of 180 days following receipt or the date of a Demand Request (completion of the “Demand Filing Date”), a Registration Statement (distribution described in the “Demand Registration Statement”) covering such Registrable Securities which ; and its officers, directors, consultants, auditors and counsel shall cooperate in all matters necessary or advisable to pursue this objective. All of the expenses of this registration or qualification shall be borne by the Company, including, but not limited to, legal, accounting, consulting, printing, filing and NASD fees, out-of-pocket expenses incurred by counsel, accountants, and consultants retained by the Company and miscellaneous expenses directly related to the registration statement or offering statement and the offering, and the underwriter’s accountable and nonaccountable expense allowances and fees; but the Company shall not pay any brokerage fees, commissions or underwriting discounts except to the extent they are attributable to other securities that the Company has been so requested permitted to register by the Stockholder, providing for or qualify or to offer in conjunction with the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request, and use its commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC within one hundred fifty (150) days after the Demand Filing Date. If a registration pursuant to this Section 1.B. involves an underwritten public offering, the Stockholder registration may elect, in writing prior to the effective date qualification of the Registration Statement filed Option, Option Securities or the Option Securities underlying the unexercised portion of this Option. Notwithstanding the foregoing, if, as a qualification of any offering in connection with such registration, not to register such securities any state or jurisdiction in connection with such registration. The Company may delay making a filing of a Demand Registration Statement in connection with a Demand Request or taking action in connection therewith by not more than ninety (90) days if which the Company provides a written certificate signed (by the Chief Executive Officer and Chief Financial Officer vote of the Company to the Stockholders, prior to the time it would otherwise have been required to file such Demand Registration Statement its Board of Directors) or take such action pursuant to this Section 1.B., stating that the Board has determined any underwriter determines in good faith that it wishes to offer securities registered in the filing of such Demand Registration Statement would offering, it is required that offering expenses be seriously detrimental allocated in a manner different from that provided above, then the offering expenses shall be allocated in whatever manner is most nearly in compliance with the provisions set out above. The Majority Holder shall be entitled to exercise the rights described in this subsection 13.1 one time only. Within 10 days after the delivery by the Majority Holder to the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction (collectively, a “Valid Business Reason”) and that it is therefore essential to defer the filing of the Demand Registration Statement; providednotice described above, however, that such right to delay a Demand Request shall be exercised by the Company not more than once in any twelve (12)-month period and the Company shall only have deliver written notice to all other Holders of this Option and holders of the Option Securities, if any, advising them that the Company is proceeding with a registration statement or offering statement and offering them the right to delay a Demand Request so long as such Valid Business Reason exists, include the Option and during such timeOption Securities of those Holders or holders therein. If any Holder of an Option and Option Securities delivers written acceptance of that offer to the Company within 30 days after the delivery of the Company’s notice, the Company may not file a registration statement for securities to be issued and sold for its own account or for that of anyone other than the Stockholders. The Company shall only be obligated to effect one (1) Demand Request pursuant to this Section 1.B. The Stockholder shall have include that holder’s Option and that holder’s Option Securities in the right to cancel a proposed contemplated registration of Registrable Securities pursuant to this Section 1.B when the request for cancellation is based upon material adverse information relating to the Company that is different from the information known to the Stockholder at the time of the Demand Request. Such cancellation of a registration shall be made in writing and shall not be counted as a Demand Requeststatement or offering statement.