Common use of Registration Upon Request Clause in Contracts

Registration Upon Request. (i) If, at any time after the Closing Date and prior to the third anniversary of the Closing Date, the Investor is or is deemed to be an “affiliate” of the Company within the meaning of Rule 144(a)(1) under the Securities Act, upon the request of the Investor, the Company shall use its reasonable best efforts to register under the Securities Act all or any portion of the Purchased Shares and any shares acquired pursuant to Section 3.1, held by the Investor for sale in the manner specified in such notice, provided that the reasonably anticipated aggregate price to the public of such offering shall exceed $1,000,000. The Company shall prepare a registration statement (a “Demand Registration Statement”) on Form S-3 or such other appropriate or available registration form of the SEC, utilizing Rule 415 to the extent possible under the Securities Act if so requested, with respect to any Demand Registration Statement. The Company shall not be required to effect more than one Demand Registration Statement, provided, however that if the number of shares requested by the Investor to be included in the Demand Registration Statement has been reduced by twenty-five percent (25%) or more pursuant to Section 3.2(a)(iv), the Company shall be required to effect one additional Demand Registration Statement if so requested in accordance with this clause (i), provided, further, that in the case of any such reduction, the Company shall not be required to effect more than two (2) Demand Registration Statements in the aggregate.

Registration Upon Request. (ia) If, at any time after the Closing Date and prior to the third anniversary of the Closing Date, the Investor is or is deemed to be an “affiliate” of the Company within the meaning of Rule 144(a)(1) under the Securities Act, upon the written request of the Investor, the Company shall use its reasonable best efforts to register under the Securities Act all or any portion of the Purchased Shares and any shares acquired pursuant to Section 3.1, held by the Investor for sale in the manner specified in such notice, provided that the reasonably anticipated aggregate price to the public of such offering shall exceed $1,000,000. The Company shall prepare a registration statement (a “Demand Registration Statement”) on Form S-3 or such other appropriate or available registration form of the Securities and Exchange Commission (“SEC”), utilizing Rule 415 to the extent possible under the Securities Act if so requested, with respect to any Demand Registration Statement. The Company shall not be required to effect more than one Demand Registration Statement, provided, however that if the number of shares requested by the Investor to be included in the Demand Registration Statement has been reduced by twenty-five percent (25%) or more pursuant to Section 3.2(a)(iv5.1(d), the Company shall be required to effect one additional Demand Registration Statement if so requested in accordance with this clause (ia), provided, further, that in the case of any such reduction, the Company shall not be required to effect more than two (2) Demand Registration Statements in the aggregate.