Common use of Registration by the Company Clause in Contracts

Registration by the Company. Unless the Company has the right to refuse registration pursuant to Section 3(c) hereof, the Company shall file a registration statement under the Securities Act covering the Registrable Shares which are the subject of any Demand Registration Request as soon as practicable after receipt by the Company of any such Demand Registration Request (each, a "Demand Registration"); provided, however, that if (i) in the good faith judgment of the Board of Directors of the Company, such registration would be seriously detrimental to the Company (or any proposed acquisition or disposition of assets or properties) and the Board of Directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and (ii) the Company shall furnish all Requesting Holders a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for the period during which such disclosure would be seriously detrimental; provided, however, that the Company may not defer the filing of a registration statement for a period of more than 120 days after receipt of the Demand Registration Request of the Requesting Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period and shall give written notice to the Requesting Holders immediately after the reason for deferring the filing of the registration statement has ceased to exist. The Company shall not be required to register any Registrable Shares during any period in which it has exercised its deferral right as aforesaid.

Registration by the Company. Unless Commencing on the Closing Date and for a period of five years thereafter, in the event that the Company has intends to file a registration statement with the right Commission under the Securities Act, other than registration statement on Form S-4 or S-8, or successor forms thereto, to refuse registration pursuant to Section 3(c) hereofregister for sale any of its shares of Common Stock, the Company will include for resale under the Securities Act in the registration statement the Registrable Securities of the Purchaser in accordance with this Section. The Company shall file a advise the Purchaser of the Registrable Securities (such persons being collectively referred to herein as “Holders”) by written notice at least 20 days prior to the filing by the Company with the Commission of any other registration statement under the Securities Act covering the Registrable Shares which are the subject shares of any Demand Registration Request as soon as practicable after receipt by the Company of any such Demand Registration Request (each, a "Demand Registration"); provided, however, that if (i) in the good faith judgment of the Board of Directors Common Stock of the Company, except on Forms S-4 or S-8 (or similar successor form), and upon the request of any such Holder within ten days after the date of such notice, include in any such registration would statement such information as may be seriously detrimental required to the Company (or any proposed acquisition or disposition of assets or properties) and the Board of Directors permit a public offering of the Company concludesHolder’s Registrable Securities. Such Holders shall furnish information and indemnification as set forth in elsewhere in this Section 4.5. For the purpose of the foregoing, as inclusion of the Registrable Shares by the Holder in a result, Registration Statement pursuant to this Section 4.5 under a condition that it is essential the offer and/or sale of such Registrable Shares not commence until a date not to defer exceed 90 days from the filing effective date of such registration statement at such time, and (ii) the Company shall furnish all Requesting Holders a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company for such registration statement deemed to be filed in compliance with this Section. Further, the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for the period during which such disclosure would be seriously detrimental; provided, however, that the Company may not defer the filing of a registration statement for a period of more than 120 days after receipt of the Demand Registration Request of the Requesting Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period and shall give written notice to the Requesting Holders immediately after the reason for deferring the filing of the registration statement has ceased to exist. The Company shall not be required to register for resale any Registrable Shares during Securities if at the time of such proposed registration, the Registrable Securities may be sold pursuant to Rule 144 under the Securities Act. The Company may withdraw the registration at any period in which it has exercised its deferral right as aforesaid.time. Notwithstanding the foregoing, if the registration statement filed by the Company is pursuant to an underwritten offering:

Registration by the Company. Unless the Company has the right to refuse registration pursuant to Section 3(c2(c) hereof, the Company shall file a registration statement under the Securities Act covering the Registrable Shares which are the subject of any Demand Registration Request as soon as practicable after receipt by the Company of any such Demand Registration Request (each, a "Demand Registration"); provided, however, that if (i) in the good faith judgment of the Board of Directors of the Company, such registration would be seriously detrimental to the Company (or any proposed acquisition or disposition of assets or properties) and the Board of Directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and (ii) the Company shall furnish all Requesting Holders a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for the period during which such disclosure would be seriously detrimental; , provided, however, that the Company may not defer the filing of a registration statement for a period of more than 120 days after receipt of the Demand Registration Request of the Requesting Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period and shall give written notice to the Requesting Holders immediately after the reason for deferring the filing of the registration statement has ceased to exist. The Company shall not be required to register any shares of Registrable Shares Securities during any period in which it has exercised its deferral right as aforesaid.

Registration by the Company. Unless Commencing on the Closing Date and for a period of three years thereafter, in the event that the Company has intends to file a Registration Statement with the right Commission under the Securities Act, other than a registration statement on Form S-4 or S-8, or successor forms thereto, to refuse registration pursuant to Section 3(c) hereofregister for sale any of its shares of Common Stock, the Company will include for resale under the Securities Act in the Registration Statement the Registrable Securities of the Holder in accordance with this Section 2. The Company shall file a advise the Holder of the Registrable Securities (such persons being collectively referred to herein as ‘‘Holders’’) by written notice at least 20 days prior to the filing by the Company with the Commission of any other registration statement under the Securities Act covering the Registrable Shares which are the subject shares of any Demand Registration Request as soon as practicable after receipt by the Company of any such Demand Registration Request (each, a "Demand Registration"); provided, however, that if (i) in the good faith judgment of the Board of Directors Common Stock of the Company, such registration would be seriously detrimental to the Company except on Forms S-4 or S-8 (or similar successor form), and upon the request of any proposed acquisition or disposition such Holder within ten days after the date of assets or properties) and the Board of Directors such notice, include in any such Registration Statement such information as may be required to permit a public offering of the Company concludesHolder’s Registrable Securities. Such Holders shall furnish information and indemnification as set forth in elsewhere in this Agreement. For the purpose of the foregoing, as inclusion of the Registrable Shares by the Holder in a result, Registration Statement pursuant to this Section 2 under a condition that it is essential to defer the filing offer and/or sale of such registration statement at Registrable Shares not commence until a date not to exceed 90 days from the effective date of such time, and (ii) the Company Registration Statement shall furnish all Requesting Holders a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company for such registration statement deemed to be filed in compliance with this Section 2. Further, the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for the period during which such disclosure would be seriously detrimental; provided, however, that the Company may not defer the filing of a registration statement for a period of more than 120 days after receipt of the Demand Registration Request of the Requesting Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period and shall give written notice to the Requesting Holders immediately after the reason for deferring the filing of the registration statement has ceased to exist. The Company shall not be required to register for resale any Registrable Shares during Securities if at the time of such proposed registration, the Registrable Securities may be sold without any period in which it has exercised its deferral right as aforesaid.limitation under Rule 144. The Company may withdraw the registration at any time. Notwithstanding the foregoing, if the Registration Statement filed by the Company is pursuant to an underwritten offering:

Registration by the Company. Unless Commencing on the Closing Date and for a period of five years thereafter, in the event that the Company has the right intends to refuse registration pursuant to Section 3(c) hereof, the Company shall file a registration statement with the Securities and Exchange Commission under the Securities Act covering of l933 (the “Act”), other than registration statement on Form S-4 or S-8, or successor forms thereto, and registration statements filed but not effective prior to the termination of this Offering, to register for sale any of its shares of Common Stock, the Company will include for resale under the Securities Act in the registration statement the Registrable Shares which are Securities of the subject Holder in accordance with this Section 5.1. The Company shall advise the Holder of any Demand Registration Request the Registrable Securities (such persons being collectively referred to herein as soon as practicable after receipt “Holders”) by written notice at least 20 days prior to the filing by the Company with the Securities and Exchange Commission of any such Demand Registration Request (each, a "Demand Registration"); provided, however, that if (i) in other registration statement under the good faith judgment Act covering shares of the Board of Directors Common Stock of the Company, except on Forms S-4 or S-8 (or similar successor form) or registration statements filed but not effective prior to the termination of this Offering, and upon the request of any such Holder within ten days after the date of such notice, include in any such registration would statement such information as may be seriously detrimental required to the Company (or any proposed acquisition or disposition of assets or properties) and the Board of Directors permit a public offering of the Company concludesHolder’s Registrable Securities. Such Holders shall furnish information and indemnification as set forth in elsewhere in this Section 5.1. For the purpose of the foregoing, as inclusion of the Registrable Shares by the Holder in a result, Registration Statement pursuant to this Section 5.1 under a condition that it is essential the offer and/or sale of such Registrable Shares not commence until a date not to defer exceed 90 days from the filing effective date of such registration statement at such time, and (ii) the Company shall furnish all Requesting Holders a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company for such registration statement deemed to be filed in compliance with this Section 5.1. Further, the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for the period during which such disclosure would be seriously detrimental; provided, however, that the Company may not defer the filing of a registration statement for a period of more than 120 days after receipt of the Demand Registration Request of the Requesting Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period and shall give written notice to the Requesting Holders immediately after the reason for deferring the filing of the registration statement has ceased to exist. The Company shall not be required to register for resale any Registrable Shares during Securities if at the time of such proposed registration, the Registrable Securities may be sold without any period in which it has exercised its deferral right as aforesaid.limitation under Rule 144. The Company may withdraw the registration at any time. Notwithstanding the foregoing, if the registration statement filed by the Company is pursuant to an underwritten offering: