Common use of Incidental Clause in Contracts

Incidental. If at any time (i) the Company proposes to make a registered public offering (including for this purpose a registration effected by the Company for any stockholders other than the Holders) of any shares of Common Stock under the Securities Act (other than a Special Registration) and (ii) a registration statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by Holders, the Company will, prior to such filing but only as to filings made after the Release Date: (i) promptly give to each Holder a written notice describing such proposed registration to the Holders and specifying the form and manner thereof (including, without limitation, whether or not such registration will be in connection with an underwritten offering of Common Stock and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a "best efforts" or "firm commitment" underwriting); and (ii) use reasonable best efforts to include in such Registration (and any related qualification under blue sky laws and/or other compliance) all the Registrable Securities specified in a written request or requests made by any Holder, which such written request or requests shall be delivered by a Holder within fifteen (15) days after receipt of the notice from the Company described in clause (i) and shall specify the amount of Registrable Securities such person wishes to register (which may be some or all of such Holder's Registrable Securities) and its intended method of disposition of such Registrable Securities; provided, however, that (x) the Company shall have the right, prior to the effective date of the registration statement, to postpone or withdraw any Registration effected pursuant to this Section 2(a) without obligation to any Holder (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice to the rights of the Holders to request that a Registration be effected under Section 2(b) hereof; and (y) the Company shall not be required to effect such Registration unless the Holders of the Minimum Amount request Registration for sale of such shares. No Registration effected under this Section 2(a) shall relieve the Company from its obligation to effect a Registration under Section 2(b).