Common use of Registration Right Clause in Contracts

Registration Right. If the Company shall determine to register any of its common stock either for its own account or the account of a security holder or holders, other than a registration relating solely to (i) employee benefit plans, or (ii) registration on any registration form that does not permit secondary sales, the Company will: (a) promptly give written notice of the proposed registration to the holder of any Warrant Stock issued or issuable upon the exercise of this Warrant (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under applicable blue sky laws); and (b) include in such registration (and any related qualification or other compliance filing under applicable blue sky laws), and in any underwriting involved therein, all or any portion of the Warrant Stock then issued or issuable upon exercise of this Warrant as specified in a written request made by such holders within thirty (30) days after receipt of the written notice from the Company described in clause (a) above, provided, however, that if the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise such holders as part of the written notice described in clause (a) above. In such event, such holders' rights to registration pursuant to this Section 11 shall be conditioned upon participation in such underwriting and the inclusion of stock in the underwriting to the extent provided herein. Such holders and the Company (and any other security holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the representatives of the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provisions of this Section 11, if the representatives of the underwriter or underwriters determine in good faith that marketing factors make it advisable to impose a limitation on the number of secondary shares to be underwritten, the number of such secondary shares, if any, that may be included in the registration and underwriting on behalf of such holders, and any other security holders proposing to distribute their securities of the Company through such underwriting shall be allocated in proportion, as nearly as practicable, to the respective amounts of securities that they had requested to be included in such registration at the time of filing the registration statement. If such holders disapprove of the terms of any such underwriting, they may elect to withdraw therefrom by written notice to the Company and the representatives of the underwriter or underwriters.

Registration Right. If 5.1. (a) If, commencing one (1) year after the Company shall determine date hereof, the Issuer proposes to register claim an exemption under Section 3(b) for a public offering of any of its common stock either for its own account securities or to register under the account Securities Act of 1933 (except by a security holder claim of exemption or holders, other than registration statement on a registration relating solely to (i) employee benefit plans, or (ii) registration on any registration form that does not permit secondary salesthe inclusion of shares by its security holders) any of its securities, the Company will: (a) promptly it will give written notice of the proposed registration to the holder registered Holder of this Note, and all registered Holders of shares of common stock acquired upon the conversion of this Note, of its intention to do so and, on the written request of any Warrant Stock issued or issuable upon the exercise of this Warrant such registered holders given within twenty (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under applicable blue sky laws); and (b) include in such registration (and any related qualification or other compliance filing under applicable blue sky laws), and in any underwriting involved therein, all or any portion of the Warrant Stock then issued or issuable upon exercise of this Warrant as specified in a written request made by such holders within thirty (3020) days after receipt of the written any such notice (which request must be made within five (5) years from the Company described date of this Note and which notice shall specify the shares of common stock intended to be sold or disposed of by such registered holder and describe the nature of any proposed sale or other disposition thereof), the Issuer will use its best efforts to cause all such shares, the registered holders of which shall have requested the registration or qualification thereof, to be included in clause (a) above, such notification of registration statement proposed to be filed by the Issuer; provided, however, that if nothing herein shall prevent the Issuer from, at any time, abandoning or delaying any such registration initiated by it. If any such registration shall be underwritten in whole or in part, the Issuer may require that the shares requested for inclusion pursuant to this section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment, as expressed in writing delivered to the registered holder(s), of which the Company gives notice is for a registered managing underwriter of such public offering involving an underwritingthe inclusion of all of the shares originally covered by a request for registration would reduce the number of shares to be offered by the Issuer or interfere with the successful marketing of the shares of stock offered by the Issuer, the Company shall so advise such holders as part number of the written notice described in clause (a) above. In such event, such holders' rights shares otherwise to registration be included pursuant to this Section 11 in the underwritten public offering may be reduced; provided, however, that any such required reduction shall be conditioned upon participation pro rata among all persons (other than the Issuer) who are participating in such underwriting and offering. Those shares which are thus excluded from the inclusion underwritten public offering shall be withheld from the market for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. All expenses of stock in such offering, except the underwriting fees of special counsel to the extent provided herein. Such such holders and the Company (and any other security holders proposing to distribute their securities through such underwriting) shall enter into an brokers' commissions or underwriting agreement in customary form with the representatives of the underwriter or underwriters selected for such underwriting discounts payable by the Company. Notwithstanding any other provisions of this Section 11, if the representatives of the underwriter or underwriters determine in good faith that marketing factors make it advisable to impose a limitation on the number of secondary shares to be underwritten, the number of such secondary shares, if any, that may be included in the registration and underwriting on behalf of such holders, and any other security holders proposing to distribute their securities of the Company through such underwriting shall be allocated in proportion, as nearly as practicable, to borne by the respective amounts of securities that they had requested to be included in such registration at the time of filing the registration statement. If such holders disapprove of the terms of any such underwriting, they may elect to withdraw therefrom by written notice to the Company and the representatives of the underwriter or underwritersIssuer.

Registration Right. If 5.1) (a) If, commencing one (1) year after the Company shall determine date hereof, the Issuer proposes to register claim an exemption under Section 3(b) for a public offering of any of its common stock either for its own account securities or to register under the account Securities Act of 1933 (except by a security holder claim of exemption or holders, other than registration statement on a registration relating solely to (i) employee benefit plans, or (ii) registration on any registration form that does not permit secondary salesthe inclusion of shares by its security holders) any of its securities, the Company will: (a) promptly it will give written notice of the proposed registration to the holder registered Holder of this Note, and all registered Holders of shares of common stock acquired upon the conversion of this Note, of its intention to do so and, on the written request of any Warrant Stock issued or issuable upon the exercise of this Warrant such registered holders given within twenty (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under applicable blue sky laws); and (b) include in such registration (and any related qualification or other compliance filing under applicable blue sky laws), and in any underwriting involved therein, all or any portion of the Warrant Stock then issued or issuable upon exercise of this Warrant as specified in a written request made by such holders within thirty (3020) days after receipt of the written any such notice (which request must be made within five (5) years from the Company described date of this Note and which notice shall specify the shares of common stock intended to be sold or disposed of by such registered holder and describe the nature of any proposed sale or other disposition thereof), the Issuer will use its best efforts to cause all such shares, the registered holders of which shall have requested the registration or qualification thereof, to be included in clause (a) above, such notification or registration statement proposed to be filed by the Issuer; provided, however, that if nothing herein shall prevent the Issuer from, at any time, abandoning or delaying any such registration initiated by it. If any such registration shall be underwritten in whole or in part, the Issuer may require that the shares requested for inclusion pursuant to this section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment, as expressed in writing delivered to the registered holder(s), of which the Company gives notice is for a registered managing underwriter of such public offering involving an underwritingthe inclusion of all of the shares originally covered by a request for registration would reduce the number of shares to be offered by the Issuer or interfere with the successful marketing of the shares of stock offered by the Issuer, the Company shall so advise such holders as part number of the written notice described in clause (a) above. In such event, such holders' rights shares otherwise to registration be included pursuant to this Section 11 in the underwritten public offering may be reduced; provided, however, that any such required reduction shall be conditioned upon participation pro rata among all persons (other than the Issuer) who are participating in such underwriting and offering. Those shares which are thus excluded from the inclusion underwritten public offering shall be withheld from the market for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. All expenses of stock in such offering, except the underwriting fees of special counsel to the extent provided herein. Such such holders and the Company (and any other security holders proposing to distribute their securities through such underwriting) shall enter into an brokers' commissions or underwriting agreement in customary form with the representatives of the underwriter or underwriters selected for such underwriting discounts payable by the Company. Notwithstanding any other provisions of this Section 11, if the representatives of the underwriter or underwriters determine in good faith that marketing factors make it advisable to impose a limitation on the number of secondary shares to be underwritten, the number of such secondary shares, if any, that may be included in the registration and underwriting on behalf of such holders, and any other security holders proposing to distribute their securities of the Company through such underwriting shall be allocated in proportion, as nearly as practicable, to borne by the respective amounts of securities that they had requested to be included in such registration at the time of filing the registration statement. If such holders disapprove of the terms of any such underwriting, they may elect to withdraw therefrom by written notice to the Company and the representatives of the underwriter or underwritersIssuer.

Registration Right. A) If the Company shall determine at any time proposes to register any of its common stock either securities under the Securities Act for sale to the public, whether for its own account or for the account of a other security holder holders or holdersboth (except with respect to registration statements on Forms S-4 or S-8 or another form not available for registering the Registrable Securities for sale to the public), other than a registration relating solely each such time it will give written notice to (i) employee benefit plansEmployee of its intention so to do. Upon the written request of Employee, or (ii) registration on received by the Company within 30 days after the giving of any registration form that does not permit secondary salessuch notice by the Company, the Company will: (a) promptly give written notice of will cause the Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed registration to be filed by the Company, all to the holder of any Warrant Stock issued or issuable upon extent requisite to permit the exercise of this Warrant (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under applicable blue sky laws); and (b) include in such registration (and any related qualification sale or other compliance filing under applicable blue sky laws), and disposition by Employee (in any underwriting involved therein, all or any portion accordance with its written request) of the Warrant Stock then issued or issuable upon exercise of this Warrant as specified in a written request made by such holders within thirty (30) days after receipt of the written notice from the Company described in clause (a) above, Registrable Securities so registered; provided, however, that if the registration managing underwriter of the Company's offering delivers in good faith a written opinion to Employee that either because of (A) the kind of securities which the Employee or the Company gives notice is for a registered public intends to include in the offering involving an underwritingor (B) the size of the offering which Employee or the Company intend to make, the Company shall so advise such holders as part success of the written notice described in clause (a) above. In such event, such holders' rights to registration pursuant to this Section 11 shall offering or the market for the Company's common stock would be conditioned upon participation in such underwriting materially and adversely affected by the inclusion of stock the Registrable Securities requested to be included (I) in the underwriting to event that the extent provided herein. Such holders and the Company (and any other security holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the representatives size of the underwriter or underwriters selected offering is the basis for such underwriting by the Company. Notwithstanding any other provisions of this Section 11managing underwriter's opinion, if the representatives amount of the underwriter or underwriters determine in good faith that marketing factors make it advisable to impose a limitation on the number of secondary shares securities to be underwritten, offered for the number account of such secondary shares, if any, that may be included in the registration Employee and underwriting on behalf of such holders, and any each other security holders proposing to distribute their person registering securities of the Company through such underwriting pursuant to similar incidental registration rights shall be allocated in proportion, as nearly as practicable, reduced pro rata to the respective amounts extent necessary to reduce the total amount of securities that they had requested to be included in such registration at offering to the time amount reasonably recommended by such managing underwriter; and (II) in the event that the combination of filing securities to be offered is the registration statement. If basis of such holders disapprove managing underwriter's opinion, 1) the Registrable Securities and other securities to be included in such offering shall be reduced as described in clause (I) above or, 2) if the actions described in clause (I) would, in the reasonable judgment of the terms managing underwriter, be insufficient to substantially eliminate the material and adverse effect that inclusion of any the Registrable Securities requested to be included would have on such underwritingoffering, they may elect to withdraw therefrom by written notice to such Registrable Securities will be excluded from such offering. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Paragraph 17(A) without thereby incurring any liability to Employee. The Company shall not be required to register shares of Registrable Securities of Employee after the Company has filed two (2) registration statements which included Registrable Securities and such registration statements have become effective, remained effective for the period of distribution, and the representatives of the underwriter or underwriterstransaction described therein were closed.

Registration Right. If the Company shall determine to register any of its common stock either for its own account or the account of a security holder or holders, other than a registration relating solely to (i) employee benefit plans, or (ii) registration on any registration form that does not permit secondary sales, the Company will: (a) promptly give written notice of the proposed registration to the holder holders of any Warrant Stock issued or issuable upon the exercise of this Warrant (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under applicable blue sky laws); and (b) include in such registration (and any related qualification or other compliance filing under applicable blue sky laws), and in any underwriting involved therein, all or any portion of the Warrant Stock then issued or issuable upon exercise of this Warrant as specified in a written request made by such holders within thirty (30) days after receipt of the written notice from the Company described in clause (a) above, provided, however, that if the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise such holders as part of the written notice described in clause (a) above. In such event, such holders' rights to registration pursuant to this Section 11 shall be conditioned upon participation in such underwriting and the inclusion of stock in the underwriting to the extent provided herein. Such holders and the Company (and any other security holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the representatives of the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provisions of this Section 11, if the representatives of the underwriter or underwriters determine in good faith that marketing factors make it advisable to impose a limitation on the number of secondary shares to be underwritten, the number of such secondary shares, if any, that may be included in the registration and underwriting on behalf of such holders, and any other security holders proposing to distribute their securities of the Company through such underwriting shall be allocated in proportion, as nearly as practicable, to the respective amounts of securities that they had requested to be included in such registration at the time of filing the registration statement. If such holders Holders disapprove of the terms of any such underwriting, they may elect to withdraw therefrom by written notice to the Company and the representatives of the underwriter or underwriters.