Common use of Registration Upon Request Clause in Contracts

Registration Upon Request. (a) Subject to the terms and conditions hereof, if at any time after August 4, 2005, there shall remain any Registrable Securities issued and outstanding and beneficially owned by the Purchaser or a Holder, then upon the written request (a "Demand") of the Purchaser or the Holders of a majority in interest of Registrable Securities, that the Company effect the registration under the Securities Act of all of the Registrable Securities held by the Purchasers or such Holders, as the case may be, the Company will use its reasonable best efforts, taking into account developments in the Company's business, to effect the registration under the Securities Act of such Registrable Securities (a "Demand Registration"). Such registration statement (a "Demand Registration Statement") shall be on Form S-1, Form SB-1 or such other appropriate or available registration form of the Securities and Exchange Commission as shall be selected by the Company. Subject to Section 2.3(c), the Company may also register for sale for its own account or that of any other holder of equity securities of the Company pursuant to the Demand Registration Statement such additional shares of the Company's stock as it shall desire. Subject to Sections 2.3(b) and (c), upon receipt of any such Demand, the Company shall provide written notice to all Holders not party to the Demand and shall include in such registration all Registrable Securities requested to be included therein pursuant to the written requests of Holders received within 20 days after delivery of the Company's notice. Notwithstanding the foregoing if the terms of the underwriting in connection with any Piggyback Registration or prior Demand Registration prohibit the Company from filing any Demand Registration Statement, the Company shall have the right to delay such filing for the required period, which period shall not exceed 90 days.

Registration Upon Request. (ai) Subject to the terms and conditions hereof, if at (x) At any time after August 4the Closing Date, 2005until such time at which the Company is eligible to file and maintain the effectiveness of, there shall remain a registration statement on Form S-3 or any successor form thereto for a public offering of shares held by the Investors (such period of S-3 eligibility, the "S-3 Eligibility Period"), upon the request of any Investor or Investors holding Registrable Securities issued and outstanding and beneficially owned by the Purchaser or a Holder, then upon the written request (a "Demand"as defined below) of the Purchaser or the Holders of a majority constituting at least forty percent (40%) in interest of all Registrable SecuritiesSecurities then outstanding, that the Company effect the registration shall use its reasonable best efforts to register under the Securities Act of all or any portion of the Registrable Securities held by such requesting Investor or Investors for sale in the Purchasers manner specified in such notice, provided that the reasonably anticipated aggregate price to the public of such offering shall exceed $1,000,000. At any time other than an S-3 Eligibility Period or such Holders, as in the case may beevent the Company ceases to be S-3 eligible following the S-3 Eligibility Period, the Company will use its reasonable best efforts, taking into account developments in the Company's business, to effect the registration under the Securities Act of such Registrable Securities (shall prepare a "Demand Registration"). Such registration statement (a "Demand Registration Statement") shall be on Form S-1, Form SB-1 or such other appropriate or available registration form of the SEC, utilizing Rule 415 under the Securities and Exchange Commission as Act if so requested, with respect to any Demand Registration Statement. The Company shall not be selected required to effect more than three Demand Registration Statements in the aggregate, provided, however that if the number of shares requested by the Company. Subject any Investor to be included in all prior Demand Registration Statements has been reduced by twenty-five percent (25)% or more pursuant to Section 2.3(c), the Company may also register for sale for its own account or that of any other holder of equity securities of the Company pursuant to the Demand Registration Statement such additional shares of the Company's stock as it shall desire. Subject to Sections 2.3(b3.9(a)(v) and (c), upon receipt of any such Demandhereof, the Company shall provide written notice be required to all Holders not party to the Demand and shall include in such registration all Registrable Securities requested to be included therein pursuant to the written requests of Holders received within 20 days after delivery of the Company's notice. Notwithstanding the foregoing if the terms of the underwriting in connection with any Piggyback Registration or prior effect one additional Demand Registration prohibit Statement if so requested in accordance with this clause (x), provided, further, that in the Company from filing case of any Demand Registration Statementsuch reduction, the Company shall have not be required to effect more than four (4) Demand Registration Statements in the right to delay such filing for the required period, which period shall not exceed 90 daysaggregate.

Registration Upon Request. (a) Subject to the terms and conditions hereof, if at any time after August 4, 2005following the six month anniversary of the date hereof, there shall remain any Registrable Securities issued and outstanding and beneficially owned by the Purchaser or a Holder, then upon the written request (a "Demand") of (i) the Purchaser Lead Purchasers or (ii) the Holders of a majority in interest of Registrable Securities, that the Company effect the registration under the Securities Act of all of the Registrable Securities held by the Lead Purchasers or such Holders, as the case may be, the Company will use its reasonable best efforts, taking into account developments in the Company's business, to effect the registration under the Securities Act of such Registrable Securities (a "Demand Registration"). Such registration statement (a "Demand Registration Statement") shall be on Form S-1, Form SB-1 or such other appropriate or available registration form of the Securities and Exchange Commission as shall be selected by the Company. Subject to Section 2.3(c), the Company may also register for sale for its own account or that of any other holder of equity securities of the Company pursuant to the Demand Registration Statement such additional shares of the Company's stock as it shall desire. Subject to Sections 2.3(b) and (c), upon receipt of any such Demand, the Company shall provide written notice to all Holders not party to the Demand and shall include in such registration all Registrable Securities requested to be included therein pursuant to the written requests of Holders received within 20 days after delivery of the Company's notice. Notwithstanding the foregoing if the terms of the underwriting in connection with any Piggyback Registration or prior Demand Registration prohibit the Company from filing any Demand Registration Statement, the Company shall have the right to delay such filing for the required period, which period shall not exceed 90 days.