Common use of Notice and Registration Clause in Contracts

Notice and Registration. If at any time after (i) with respect to the Lock-up Securities, the date that is six months prior to the end of the applicable Lock-up Period or (ii) with respect to any Registrable Securities that are not Lock-up Securities, the date that is the one (1) year anniversary of the Closing Date, the Company receives written notice from the Holder requesting that the Company effect the registration under the Securities Act of Registrable Securities owned by the Holder, which notice will specify the intended method or methods of disposition of such Registrable Securities (each such notice, a “Demand Registration Request”), the Company will use commercially reasonable efforts to file (at the earliest practicable date and in any event within ninety (90) days of such request) a registration statement on any applicable form that is then available to (and as determined by) the Company under the Securities Act, registering such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such Demand Registration Request; provided, however, that the anticipated aggregate offering price, net of Selling Expenses, of such Registrable Securities to be disposed of, together with any participation in such offering by the Company, any other Stockholders or otherwise, is at least $30 million in respect of the applicable Class of Registrable Securities. The Holder will have the right to make only one Demand Registration Request per class within any twelve- (12-) month period; provided, however, that a Demand Registration Request will not be deemed to constitute a Demand Registration Request for purposes of the foregoing limitation if (i) such Demand Registration Request has been withdrawn pursuant to Section 4.1(b) or (ii) the registration statement filed in connection with such Demand Registration Request (x) does not become effective or (y) is not maintained effective for the period required hereunder. In no event will the Company be required to initiate more than five (5) registrations pursuant to this Section 4.1(a).

Notice and Registration. If the Company at any time after proposes to register any of its equity securities under the Securities Act (i) other than by a registration on Form S-4, Xxxx X-0 xx any successor or similar form, or in connection with respect a tender offer, merger, or other acquisition, and other than pursuant to Section 3.1), whether or not for sale for its own account (the "Other Securities"), it will each such time give prompt written notice to the Lock-up Securities, holders of Eligible Securities of its intention to do so and of the Attaxx Xxxup's rights under this Article 4.1. Upon the written request of any holder of Eligible Securities made within 30 days after the date that is six months prior to the end of the applicable Lock-up Period or (ii) any such notice given in accordance with respect to any Registrable Securities that are not Lock-up Securities, the date that is the one (1) year anniversary of the Closing DateArticle 5 hereof, the Company receives written notice from the Holder requesting that the Company will use its best efforts to effect the registration under the Securities Act of Registrable all Eligible Securities owned which the Company has been so requested to register by a holder thereof, to the Holder, which notice will specify extent requisite to permit the intended method or methods of disposition of such Registrable the Eligible Securities (each such notice, a “Demand Registration Request”), the Company will use commercially reasonable efforts to file (at the earliest practicable date and in any event within ninety (90) days of such request) a registration statement on any applicable form that is then available to (and as determined by) the Company under the Securities Act, registering such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such Demand Registration Request; provided, however, that the anticipated aggregate offering price, net of Selling Expenses, of such Registrable Securities so to be disposed ofregistered, together with provided that if, at any participation in such offering by time after giving written notice of its intention to register any securities and prior to the Company, any other Stockholders or otherwise, is at least $30 million in respect effective date of the applicable Class of Registrable Securities. The Holder will have the right to make only one Demand Registration Request per class within any twelve- (12-) month period; provided, however, that a Demand Registration Request will not be deemed to constitute a Demand Registration Request for purposes of the foregoing limitation if (i) such Demand Registration Request has been withdrawn pursuant to Section 4.1(b) or (ii) the registration statement filed in connection with such Demand registration, the Company shall determine for any reason not to register or to delay registration of the Other Securities, the Company may, at its election, give written notice of such determination to holders of Eligible Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Eligible Securities in connection with such registration (but not from its obligation to pay the Registration Request Expenses in connection therewith), without prejudice, however, to the rights of holders of Eligible Securities to request that such registration be effected as a registration under Article 3, and (xii) does not become effective or (y) is not maintained effective in the case of a determination to delay registering, shall be permitted to delay registering any Eligible Securities for the same period required hereunder. In no event will as the Company be required to initiate more than five (5) registrations pursuant to this Section 4.1(a)delay in registering such Other Securities.

Notice and Registration. If at the Company proposes to register for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any time after other person) any of its equity securities (ithe "Other Securities") with respect on a form and in a manner which would permit registration of Registrable Securities for sale to the Lock-up Securities, public under the date that is six months prior to the end of the applicable Lock-up Period or (ii) with respect to any Registrable Securities that are not Lock-up Securities, the date that is the one (1) year anniversary of the Closing DateAct, the Company receives will give prompt written notice from to the Holder requesting that Investors of its intention to do so, and upon the written request of the Investors, delivered to the Company effect for and on behalf of the Investors only by the Investors' Agent, within 20 Business Days (as defined below) after the giving of any such notice (which request shall specify Registrable Securities intended to be disposed of by the Investors and the intended method of disposition thereof), the Company will use its reasonable best efforts to effect, in connection with the registration of the Other Securities, the registration under the Securities Act of all Registrable Securities owned which the Company has been so requested to register by the HolderInvestors, which notice will specify to the intended method or methods of extent required to permit the disposition of such Registrable Securities (each such notice, a “Demand Registration Request”), the Company will use commercially reasonable efforts to file (at the earliest practicable date and in any event within ninety (90) days of such request) a registration statement on any applicable form that is then available to (and as determined by) the Company under the Securities Act, registering such Registrable Securities for disposition in accordance with the intended method or methods thereof as aforesaid) of disposition stated Registrable Securities so to be registered; provided that: (a) if, at any time after giving such written notice of its intention to register any Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register the Other Securities, the Company may, at its election, give written notice of such determination to the Investors, and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with the registration of such Other Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.2 hereof), without prejudice, however, to the rights (if any) of the Investors immediately to request that such registration be effected as a registration under Section 2 hereof; (b) the Company will not be required to effect any registration of Registrable Securities pursuant to this Section 3 if no securities of any other selling stockholder are to be included in such Demand Registration Requestregistration and the Company shall have been advised in writing (with a copy to the Investors) by a recognized independent investment banking firm selected by the Company and reasonably acceptable to the Investors that, in such firm's opinion, a registration at that time of any of the Registrable Securities proposed to be offered would adversely affect in a significant manner the proposed Company Offering; (c) if the Company shall have been advised in writing (with a copy to the Investors) by the managing underwriter of the offering of the Other Securities that the number of securities (treating the Warrants and other options, warrants or rights, as well as convertible and exchangeable securities, for these purposes, on an as-exercised, as-converted or as- exchanged basis) offered by the Investors and other selling stockholders, if any, in a registration under this Section 3 is greater than the number of securities which can be offered without adversely affecting the offering, (i) the Company may reduce pro rata the number of securities (including without limitation Registrable Securities) offered for the account of selling stockholders to a number deemed satisfactory by the managing underwriter and (ii) in the event that the Company so reduces the number of securities offered for the account of selling stockholders, the Investors agree to reduce pro rata the number of Registrable Securities offered for their account accordingly; (d) the Company may, in its sole discretion, delay any offering of Other Securities for which a registration is effected under this Section 3 by giving written notice of the delay to the Investors; provided, however, that the anticipated aggregate offering price, net of Selling Expenses, of such Registrable Securities to be disposed of, together with any participation in such offering by the Company, any other Stockholders or otherwise, is at least $30 million in respect of the applicable Class of Registrable Securities. The Holder will have the right to make only one Demand Registration Request per class within any twelve- (12-) month period; provided, however, that a Demand Registration Request will not be deemed to constitute a Demand Registration Request for purposes of the foregoing limitation if (i) such Demand Registration Request has been withdrawn pursuant the registration statement with respect to the offering is not yet effective and the delay extends for more than 30 days from the date of the written notice of delay under this Section 4.1(b3.1(d) or (ii) the registration statement filed with respect to the offering has been declared effective by the SEC and the closing of the offering is delayed for at least 12 hours, the Investors may withdraw their Registrable Securities from the offering, and thereupon the Company shall be relieved of its obligation to register such Registrable Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.2 hereof), without prejudice, however, to the rights (if any) of the Investors immediately to request that such registration be effected as a registration under Section 2 hereof; (e) the Company shall not be required to register any Registrable Securities under this Section 3 unless the approximate proposed aggregate offering price of the Registrable Securities to be registered shall be at least (i) $1,500,000 in the event that the Investors are the only selling stockholders for whom or which securities are being registered or (ii) $100,000 in the event that the Investors are not the only selling stockholders for whom or which securities are being registered; and (f) the Company shall not be required to effect any registration of Registrable Securities under this Section 3 incidental to the registration of any of its securities in connection with such Demand Registration Request (x) does not become effective mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or (y) is not maintained effective for the period required hereunder. In no event will the Company be required to initiate more than five (5) registrations pursuant to this Section 4.1(a)stock option or other employee benefit plans.