Common use of Participation in Public Offering Clause in Contracts

Participation in Public Offering. If the Company shall receive a request from an Investor or group of Investors, in each case holding a majority of the Registrable Securities (as determined on a fully-diluted basis) that the Company effect a Public Offering, then the Company shall use best efforts to promptly prepare a prospectus or a prospectus supplement to effect such Public Offering; provided that (i) the Company shall only be required to effectuate one Public Offering within any one-year period and (ii) the Company shall not be obligated to effect a Public Offering unless the aggregate expected proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Public Offering equals or exceeds $10,000,000. The Company shall use best efforts to give notice of such Public Offering at least ten (10) Business Days prior to the anticipated filing date of the prospectus or prospectus supplement relating to such Public Offering to the other Investors who hold Registrable Securities at such time. Such other Investors may, upon notice received by the Company no later than five (5) Business Days after the date of notice of a Public Offering, request that the Company also include all or any portion of such other Investors’ Registrable Securities. Thereafter, the Company shall use best efforts to effect the Public Offering of all Registrable Securities requested to be included (in accordance with the methods thereof as aforesaid). Subject to Section 3.03(c), the Company shall be permitted to include any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any such Public Offering.

Participation in Public Offering. If At any time after the Commencement Date, if the Company shall receive receives a request from an Investor or group of Investors, in each case holding a majority of the Registrable Securities (as determined on a fully-diluted basis) that the Company effect a Public Offering, then the Company shall use best commercially reasonable efforts to promptly prepare a prospectus or a prospectus supplement to effect such Public Offering; provided that (i) the Company shall only be required to effectuate one Public Offering within any one-year period and (ii) the Company shall not be obligated to effect a Public Offering unless the aggregate expected proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Public Offering equals or exceeds $10,000,0007,500,000. The Company shall use best commercially reasonable efforts to give notice of such Public Offering at least ten (10) Business Days prior to the anticipated filing date of the prospectus or prospectus supplement relating to such Public Offering to the other Investors who hold Registrable Securities at such time. Such other Investors may, upon notice received by the Company no later than five (5) Business Days after the date of notice of a Public Offering, request that the Company also include all or any portion of such other Investors’ Registrable Securities. Thereafter, the Company shall use best commercially reasonable efforts to effect the Public Offering of all Registrable Securities requested to be included (in accordance with the methods thereof as aforesaid). Subject to Section 3.03(c3.03(b), the Company shall be permitted to include any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any such Public Offering.