Common use of PROPOSED REGISTRATION Clause in Contracts

PROPOSED REGISTRATION. If Ciao should propose to register any of its shares of Common Stock ("Common Stock") or other equity securities of Ciao or any successor thereto for sale under the Securities Act of 1933 (the "Act"), including any registration made pursuant to the "small business issuer" registration forms available under the Act, or to carry out an offer of any such Common Stock or other equity securities pursuant to Regulation A of the Act, Ciao shall give written notice to Blue Chip of such intention and, upon the written request of Blue Chip given within thirty (30) calendar days after such notice is given, Ciao shall use its best efforts to cause the Common Stock held by Blue Chip or any other equity securities issued by Ciao or any successor thereto which are owned by Blue Chip ("Registrable Shares") and of which Blue Chip has requested registration to be included under the proposed registration in accordance with the proposed method thereof stated in Blue Chip's request; provided, however, that Ciao may, in lieu of including any or all of such shares or such other securities under the proposed registration, elect to effect a separate registration thereof if its proposed registration relates to an underwritten public offering and the underwriters thereof object to the inclusion of any or all of such shares or such other securities under such registration. If Ciao shall elect to effect a separate registration in accordance with the provisions of the preceding sentence, Ciao shall use its best efforts to cause such separate registration to become effective not later than ninety (90) days after the effectiveness of the originally proposed registration. If Ciao determines, prior to the effectiveness of its originally proposed registration, not to proceed with such registration, Ciao shall have no further obligation under this Section 1(a) to register any such shares or other equity securities under that registration statement.

PROPOSED REGISTRATION. If Ciao the Corporation _____________________ should propose to register any of its shares of Common Stock ("Common Stock") or other equity securities of Ciao the Corporation or any successor thereto for sale under the Securities Act of 1933 (the "Act"), including any registration made pursuant to the "small business issuer" registration forms available under the Act, or to carry out an offer of any such Common Stock or other equity securities pursuant to Regulation A of the Act, Ciao the Corporation shall give written notice to Blue Chip each of the Investors of such intention and, upon the written request of Blue Chip the Investors given within thirty twenty (3020) calendar days after such notice is givennotice, Ciao the Corporation shall use its best efforts to cause the Common Stock held by Blue Chip such Investor and purchased by such Investor from the Corporation (including upon conversion of the Notes), or any other equity securities issued by Ciao the Corporation or any successor thereto which are owned by Blue Chip such Investor and purchased by such Investor from the Corporation ("Registrable Shares"including upon conversion of the Notes) and of for which Blue Chip such Investor has requested registration registration, to be included under the proposed registration in accordance with the proposed method thereof stated in Blue Chipsuch Investor's request; provided, however, that Ciao the Corporation may, in lieu of including any or all of such shares or such other securities under the proposed registration, elect to effect a separate registration thereof if its proposed registration relates to an underwritten public offering and the underwriters thereof object to the inclusion of any or all of such shares or such other securities under such registration. If Ciao the Corporation shall elect to effect a separate registration in accordance with the provisions of the preceding sentence, Ciao the Corporation shall use its best efforts to cause such separate registration to become effective not later than ninety one hundred eighty (90180) days after the effectiveness of the originally proposed registration. If Ciao the Corporation determines, prior to the effectiveness of its originally proposed registration, not to proceed with such registration, Ciao the Corporation shall have no further obligation under this Section 1(a8(a) to register any such shares or other equity securities under that registration statement.

PROPOSED REGISTRATION. If Ciao the Partnership should propose to register any of its shares the Units of Common Stock ("Common Stock") the Partnership or any other equity securities of Ciao issued by the Partnership or any successor thereto for sale under the Securities Act of 1933 (the "Act"), including any registration made pursuant to the "small business issuer" registration forms available under the Act, or to carry out an offer of any such Common Stock or other equity securities pursuant to Regulation A of the Act, Ciao Partnership shall give written notice to Blue Chip the Purchaser of such intention and, upon the written request of Blue Chip the Purchaser given within thirty twenty (3020) calendar days after such notice is givennotice, Ciao the Partnership shall use its best efforts to cause the Common Stock held by Blue Chip Purchaser Units or any other equity securities issued by Ciao the Partnership or any successor thereto which are owned by Blue Chip ("Registrable Shares") and the Purchaser of which Blue Chip the Purchaser has requested registration to be included under the proposed registration in accordance with the proposed method thereof stated in Blue Chipthe Purchaser's request; provided, however, that Ciao the Partnership may, in lieu of including any or all of such shares the Purchaser Units or such other securities under the proposed registration, elect to effect a separate registration thereof if its proposed registration relates to an underwritten public offering and the underwriters thereof object to the inclusion of any or all of such shares the Purchaser Units or such other securities under such registration, and provided further, that the Partnership shall not be required to cause the Purchaser Units or such other securities to be included under the proposed registration if a majority of the Board of Directors of ICN (excluding the Director nominated by the Purchaser) determines that such registration of the Purchaser Units or such other securities would have a materially detrimental effect on the proposed registration. If Ciao In the event that the Partnership shall elect to effect a separate registration in accordance with the provisions of the preceding sentence, Ciao the Partnership shall use its best efforts to cause such separate registration to become effective not later than ninety (90) days after the effectiveness of the originally proposed registration. If Ciao the Partnership determines, prior to the effectiveness of its originally proposed registration, not to proceed with such registration, Ciao the Partnership shall have no further obligation under this Section 1(aParagraph 7(a) to register any such shares Partnership units or other equity securities under that registration statement.