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 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 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 The Company hereby agrees that if the Company shall determine or any successor proposes to register any file a registration statement under the Act relating to a public offering of its shares of common stock either under the Act (whether for its own account benefit 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 for the holders of any Warrant Stock issued of its equity securities 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 lawsotherwise), it shall promptly offer to include and in any underwriting involved thereinshall include, at Holder’s request given within twenty (20) days after such offer is made by the Company, all or any portion of the securities underlying this Warrant Stock then issued in such registration statement at the expense of the Company (excluding any underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Holder’s securities, and any fees and disbursements of counsel for Holder). Notwithstanding the foregoing, this Section 3.3 will not apply to the filing of a registration statement (i) relating to any employee benefit plan under Form S-8 or similar form (ii) with respect to any corporate reorganization or other transaction under Rule 145 of the Act (including Form S-4) or (iii) in which the only securities being registered are securities issuable upon exercise conversion of debt securities that are also being registered. The Company shall have the right to terminate or withdraw any registration initiated by it before the effective date of such registration, whether or not Holder has elected to include the securities underlying this Warrant as specified in a written request made by such holders within thirty (30) days after receipt of registration. Notwithstanding anything to 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 underwritingcontrary herein, the Company shall so advise such holders as part not be required to include any of the written notice described securities underlying this Warrant 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 any underwritten offering unless the inclusion Holder accepts the terms of stock in the underwriting to the extent provided herein. Such holders and as agreed upon between 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 its underwriters. If 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 total number of secondary shares to be underwrittensecurities, including 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 underlying this Warrant to be included in such registration at offering exceeds the time number of filing securities to be sold that the registration statement. If such Holders disapprove underwriters in their reasonable discretion determine is compatible with the success of the terms offering, then the Company shall be required to include in the offering only that number of any such underwritingsecurities, they may elect to withdraw therefrom including the securities underlying this Warrant, which the underwriters advise the Company in writing will not jeopardize the success of the offering. Upon request by written notice the Company, Holder shall furnish to the Company such information regarding itself, the securities underlying this Warrant held by it, and the representatives intended method of disposition of such securities as is reasonably required to effect the underwriter or underwritersregistration of such securities.

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 holders 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 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. 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 holders 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 offering to the amount reasonably recommended by such managing underwriter; and (II) in the event that the combination of securities to be offered is the basis of such 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 managing underwriter, be insufficient to substantially eliminate the material and adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, 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 transaction described therein were closed. B) If and whenever the Company is required by Paragraph 17(A) to effect a piggy back registration, the Company shall as expeditiously as possible: i) prepare and file with the Securities and Exchange Commission ("Commission") a registration statement (which, in the case of an underwritten public offering shall be on Form S-1, Form ▇-▇, ▇▇▇▇ ▇-▇, any successor forms thereto, or other form of general applicability satisfactory to the managing underwriter selected as therein provided) with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby ( as determined hereinafter ); provided, however that the Company may postpone the filing, effectiveness, supplementing or amending of the registration statement for up to 90 days if, in the good faith opinion of the Company's Board of Directors, the registration or sale of Registrable Securities would adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect upon the Company. During any time that the Company defers amending or supplementing the registration statement, the holders of Registrable Securities shall discontinue disposing of Registrable Securities; ii) subject to the proviso in subparagraph (i), prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the period of distribution and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement in accordance with the intended method of disposition set forth in such registration statement for such period; iii) furnish to Employee and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such registration statement; iv) use its best efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or "blue sky" laws of such jurisdictions as the Employee or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, provided however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; v) use its best efforts to list or qualify for quotation the Registrable Securities covered by such registration statement with any securities exchange or inter-dealer quotation system on which the common stock of the Company is then listed or quoted; vi) notify Employee at any time when a prospectus relating to Registrable Securities is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of Employee, the Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading, provided that the 180-day period described below will be tolled from the time a prospectus contains such a statement or omission until a prospectus correcting such statement or omission has been delivered to the Employee and may be delivered to the purchasers of such Registrable Securities in compliance with the Securities Act; vii) notify the Employee immediately, and confirm the notice in writing, (1) when the registration statement becomes effective, (2) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceedings for that purpose, (3) of the receipt by the Company of any notification with respect to the suspension of qualification of the Registrable Securities for sale in any jurisdiction or of the initiation, or the threatening, of any proceedings for that purpose, and (4) of the receipt of any comments, or requests for additional information, from the Commission or any state regulatory authority. If the Commission or any state regulatory authority shall enter such a stop order or order suspending qualification at any time, the Company will promptly use its best reasonable efforts to obtain the lifting of such order; and viii) otherwise use its best efforts to comply with -all applicable rules and regulations of the Commission, and make available to its security holders as soon as reasonably practicable, but not later than 15 months after the effective date of the registration statement, a statement covering a period of at least 12 months beginning after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act. For purposes hereof, the period of distribution of Registrable Securities in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Securities in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Securities covered thereby or 180 days after the effective date thereof. In connection with each registration hereunder, Employee will furnish to the Company in writing such information with respect to it as a stockholder as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Paragraph 17 hereof covering an underwritten public offering, the Company and Employee agree to use their best efforts to select a managing underwriter (and any co-managers) and to enter into a written agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company's size and investment stature. C) All expenses incurred by the Company in complying with Paragraph 17 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including counsel fees) incurred in connection with complying with state securities or "blue sky" laws, fees of the National Association of Securities Dealers, Inc., transfer taxes, fees of transfer agents and registrars, costs of insurance, and fees and disbursements of one counsel for the Employee but excluding any Selling Expenses, are called "Registration Expenses." All underwriting discounts and selling commissions applicable to the sale of Registrable Securities are called "Selling Expenses." i) The Company shall pay all Registration Expenses attributable to the shares of Registrable Securities included in the registration in connection with each registration statement under Paragraph 17 hereof. ii) All Selling Expenses in connection with each such registration statement applicable to Registrable Securities sold by Employee shall be borne by the Employee. D) Subject to applicable law, the Company will indemnify each underwriter, the Employee and each person controlling any of them, against all claims, losses, damages and liabilities, including legal and other expenses reasonably incurred, arising out of any untrue statement of a material fact contained in the registration statement, or any omission to state a material fact required to be stated in the registration statement or necessary to make the statements not misleading, or arising out of any violation by the Company of the Securities Act, any state securities or "blue-sky" laws or any applicable rule or regulation. This indemnification will not apply to any claims, losses, damages or liabilities to the extent that they may have been caused by an untrue statement or omission based upon information furnished in writing to the Company by such underwriter, the Employee or controlling person, respectively, expressly for use in the registration statement. If With respect to such Holders disapprove of untrue statement or omission in the terms of any such underwriting, they may elect to withdraw therefrom by written notice information furnished in writing to the Company by the Employee, the Employee will indemnify the underwriters, the Company, its directors and the representatives officers, and each person controlling any of them against any losses, claims, damages, expenses or liabilities to which any of them may become subject as a result of such untrue statement or omission. E) The registration rights of the underwriter Employee under this Agreement may be transferred to any trust, family partnership or underwritersother family entity formed by Employee to hold shares of common stock and to any member of the family of the Employee. F) In the event of any merger, consolidation or share exchange pursuant to which the Company is not the surviving or resulting corporation, the Company's obligations under this Paragraph 17 shall be assumed by such surviving or resulting corporation.