Common use of Registrations on Form S-3 Clause in Contracts

Registrations on Form S-3. Notwithstanding anything contained in Section 2 to the contrary, at such time as the Company shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, Holders of Registrable Securities shall have the right to request in writing up to two registrations on Form S-3 or any such successor forms of Registrable Securities, which request or requests shall (i) specify the number of Registrable Securities intended to be sold or disposed of and the Holders thereof, (ii) state the intended method of disposition of such Registrable Securities, and (iii) relate to Registrable Securities having an anticipated aggregate offering price of at least US$5,000,000. A requested registration on Form S-3 or any such successor forms in compliance with this Section 2(b) shall not count as a demand registration pursuant to Section 2(a), but shall otherwise be treated as a registration initiated pursuant to and shall, except as otherwise expressly provided in this Section 2(b), be subject to Section 2(a).

Registrations on Form S-3. Notwithstanding anything Anything contained in Section 2 to the contrarycontrary notwithstanding, at such time as the Company Corporation shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, Holders the holders of at least twenty-five percent (25%) of the Registrable Securities Shares then outstanding shall have the right to request in writing up to two registrations per twelve month period thereafter on Form S-3 or any such successor forms form of Registrable SecuritiesShares, which request or requests shall (i) specify the number of Registrable Securities Shares intended to be sold or disposed of and the Holders holders thereof, (ii) state the intended method of disposition of such Registrable Securities, Shares and (iii) relate to Registrable Securities Shares having an anticipated aggregate offering price net proceeds of at least US$5,000,000$3,000,000. A requested registration on Form S-3 or any such successor forms form in compliance with this Section 2(b) 4 shall not count as a demand registration statement initiated pursuant to Section 2(a), 2 but shall otherwise be treated as a registration initiated pursuant to to, and shall, except as otherwise expressly provided in this Section 2(b)4, be subject to Section 2(a)2.

Registrations on Form S-3. Notwithstanding anything 4.1 Anything contained in Section 2 to the contrarycontrary notwithstanding, at such any time as after the Demand Date and if the Company shall have is then qualified for the use of Form S-3 promulgated under S-3, the Securities Act or any successor form thereto, Holders representing (on a fully diluted basis) at least twenty percent (20%) of the total number of Registrable Securities (the "FORM S-3 INITIATING HOLDERS") shall have the right to request in writing up to two unlimited registrations of Registrable Shares on Form S-3 or any such successor forms of Registrable SecuritiesS-3, which request or requests shall (i) specify the number of Registrable Securities Shares intended to be sold or disposed of and the Holders thereof, holders thereof and (ii) state the intended method of disposition of such Registrable SecuritiesShares, and (iii) relate upon receipt of any such request, the Company shall use all reasonable efforts promptly to effect the registration under the Securities Act of the Registrable Securities having an anticipated aggregate offering price of at least US$5,000,000Shares so requested to be registered. A requested registration on Form S-3 or any such successor forms in compliance with this Section 2(b) 4 shall not count as a demand registration Registration Statement initiated pursuant to Section 2(a)2 for purposes of determining the number of registrations which may be requested by the Initiating Holders under such Section, but shall otherwise be treated as a registration initiated pursuant to to, and shall, except as otherwise expressly provided in this Section 2(b), shall be subject to to, the provisions of Section 2(a)2.

Registrations on Form S-3. Notwithstanding anything Anything contained in Section 2 to the contrarycontrary notwithstanding, at such time as the Company Corporation shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, Holders of the Investors holding Registrable Securities Shares then outstanding shall have the right to request in writing up to two registrations that the Corporation effect the registration of Registrable Shares on Form S-3 or any such successor forms of Registrable Securitiesform, which request or requests shall (i) specify the number of Registrable Securities Shares intended to be sold or disposed of and the Holders thereof, holders thereof and (ii) state the intended method of disposition of such Registrable Securities, and (iii) relate to Registrable Securities having an anticipated aggregate offering price of at least US$5,000,000Shares. A requested registration on Form S-3 or any such successor forms form in compliance with this Section 2(b) 4 shall not count as a demand registration statement initiated pursuant to Section 2(a), 2 but the provisions of Section 2 shall otherwise be treated as apply to a registration initiated pursuant to and shall, except as otherwise expressly provided in this Section 2(b)4. The number of requests permitted pursuant to this Section 4 shall be unlimited; provided, however, that requests may only be subject made pursuant to this Section 2(a)4 if the reasonably anticipated proceeds therefrom shall be at least $500,000.

Registrations on Form S-3. Notwithstanding anything (a) Anything contained in Section 2 to the contrarycontrary notwithstanding, at such time as the Company shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, Holders a Majority of Registrable Securities Shareholders shall have the right to request in writing up to two an unlimited number of registrations of Registrable Shares on Form S-3 or any such successor forms of Registrable Securitiesform, which request or requests shall (i) specify the number of Registrable Securities Shares intended to be sold or disposed of and the Holders holders thereof, (ii) state the intended method of disposition of such Registrable Securities, Shares and (iii) relate to Registrable Securities Shares having an anticipated aggregate gross offering price (before underwriting discounts and commissions) of at least US$5,000,000$10,000,000, and upon receipt of any such request, the Company shall use its best efforts promptly to effect the registration under the Securities Act of the Registrable Shares so requested to be registered. A requested registration on Form S-3 or any such successor forms form in compliance with this Section 2(b) 4 shall not count as a demand registration pursuant to Section 2(a), but shall otherwise be treated as a registration initiated pursuant to to, and shall, except as otherwise expressly provided in this Section 2(b), shall be subject to to, the provisions of Section 2(a)2.

Registrations on Form S-3. Notwithstanding anything Anything contained in Section 2 to the contrarycontrary notwithstanding, at such time as the Company shall have be qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, Holders the holders of the Registrable Securities Shares then outstanding shall have the right to request in writing up to two unlimited demand registrations on Form S-3 S-3, or any such successor forms of Registrable Securitiesform, which request or requests shall (ia) specify the number of Registrable Securities Shares intended to be sold or disposed of and the Holders holders thereof, (iib) state the intended method of disposition of such Registrable Securities, Shares and (iiic) relate to Registrable Securities Shares having an anticipated aggregate offering price of at least US$5,000,000one million dollars ($1,000,000); provided, however, that the Company shall not be required to file more than two (2) such registrations on Form S-3 in any twelve (12) month period. A requested registration on Form S-3 or any such successor forms form in compliance with this Section 2(b) 4 shall not count as a demand registration statement initiated pursuant to Section 2(a), 2 but shall otherwise be treated as a registration initiated pursuant to to, and shall, except as otherwise expressly provided in this Section 2(b)4, be subject to Section 2(a2, including, without limitation, Section 2(b)(iii).

Registrations on Form S-3. Notwithstanding anything Anything contained in Section 2 to the contrarycontrary notwithstanding, at such time as the Company shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, Holders the holders of Registrable Securities Shares shall have the right to request in writing up to two registrations one (1) registration per calendar year during the duration of this Agreement of Registrable Shares on Form S-3 (which may, at such holders’ request, be shelf registrations pursuant to Rule 415 promulgated under the Securities Act) or any such its successor forms of Registrable Securitiesform, which request or requests shall (i) specify the number of Registrable Securities Shares intended to be sold or disposed of and the Holders thereof, holders thereof and (ii) state the intended method of disposition of such Registrable Securities, and (iii) relate to Registrable Securities Shares having an anticipated aggregate offering price of at least US$5,000,000one million dollars ($1,000,000). A requested registration on Form S-3 (or any such its successor forms form) in compliance with this Section 2(b) 4 shall not count as a demand registration statement initiated pursuant to Section 2(a) for purposes of the registration request limitation set forth under Section 2(a), but shall otherwise be treated as a registration initiated pursuant to and shall, except as otherwise expressly provided in this Section 2(b), ) and shall be subject to the provisions thereof (including Section 2(a2(b)(iii)).

Registrations on Form S-3. Notwithstanding anything Anything contained in Section 2 to the contrarycontrary notwithstanding and subject to the last sentence of Section 3, at such time as the Company Corporation shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, Holders the holders of the Registrable Securities Shares then outstanding shall have the right to request in writing up to two an unlimited number of registrations of Registrable Shares on Form S-3 or any such successor forms form of Registrable SecuritiesShares, which request or requests shall (ia) specify the number of Registrable Securities Shares intended to be sold or disposed of and the Holders holders thereof, (iib) state the intended method of disposition of such Registrable Securities, Shares and (iiic) relate to Registrable Securities Shares having an anticipated aggregate offering price of at least US$5,000,000$250,000. A requested registration on Form S-3 or any such successor forms form in compliance with this Section 2(b) 4 shall not count as a demand registration statement initiated pursuant to Section 2(a), 2 but shall otherwise be treated as a registration initiated pursuant to to, and shall, except as otherwise expressly provided in this Section 2(b)4, be subject to Section 2, including, without limitation, Section 2(a).

Registrations on Form S-3. Notwithstanding anything The Company shall use its best efforts to qualify for registration on Form S-3 promulgated under the Securities Act or any successor form thereto ("Form S-3") for secondary sales. Anything contained in Section 2 2.1 to the contrarycontrary notwithstanding, at such time as the Company shall have qualified for the use of Form S-3 promulgated under S-3, the Securities Act holder or any successor form thereto, Holders holders of the Registrable Securities shall have the right to request in writing up to two an unlimited number of registrations on Form S-3 or any such successor forms of Registrable Securities, which request or requests shall (i) specify the number of Registrable Securities intended to be sold or disposed of and the Holders thereof, holders thereof and (ii) state the intended method of disposition of such Registrable Securities, and (iii) relate to Registrable Securities having an anticipated aggregate offering price of at least US$5,000,000. A requested registration on Form S-3 or any such successor forms in compliance with this Section 2(b) 2.2 shall not count as a demand registration statement initiated pursuant to Section 2(a), 2.1 but shall otherwise be treated as a registration initiated pursuant to to, and shall, except as otherwise expressly provided in this Section 2(b)2.2, be subject to Section 2(a)2.1.

Registrations on Form S-3. Notwithstanding anything Anything contained in Section 2 to the contrarycontrary notwithstanding, at such time as the Company shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, Holders the holders of thirty percent (30%) of the Registrable Securities Shares shall have the right to request in writing up to no more than two registrations on Form S-3 per year, or any such successor forms form, of Registrable SecuritiesShares held by them (the Company to bear the costs of such registrations), which request or requests shall (i) specify the number of Registrable Securities Shares intended to be sold or disposed of and the Holders thereofof, (ii) state the intended method of disposition of such Registrable Securities, Shares and (iii) relate to Registrable Securities Shares having an anticipated aggregate offering price of at least US$5,000,000$1,000,000. A requested registration on Form S-3 S-3, or any such successor forms form, in compliance with this Section 2(b) 4 shall not count as a demand registration statement initiated pursuant to Section 2(a), 2 but shall otherwise be treated as a registration initiated pursuant to Section 2 and shall, except as otherwise expressly provided in this Section 2(b)4, be subject to Section 2(a)2.

Registrations on Form S-3. Notwithstanding anything Following its initial Public Offering ------------------------- the Company shall use its best efforts to qualify for registration on Form S-3 promulgated under the Securities Act or any successor form thereto ("Form S-3") for secondary sales. Anything contained in Section 2 2.1 to the contrarycontrary notwithstanding, at such time as the Company shall have qualified for the use of Form S-3 promulgated under S-3, the Securities Act holder or any successor form thereto, Holders holders of the Registrable Securities shall have the right to request in writing up to two an unlimited number of registrations on Form S-3 or any such successor forms of Registrable Securities, which request or requests shall (i) specify the number of Registrable Securities intended to be sold or disposed of and the Holders thereof, holders thereof and (ii) state the intended method of disposition of such Registrable Securities, and (iii) relate to Registrable Securities having an anticipated aggregate offering price of at least US$5,000,000. A requested registration on Form S-3 or any such successor forms in compliance with this Section 2(b) 2.2 shall not count as a demand registration statement initiated pursuant to Section 2(a), 2.1 but shall otherwise be treated as a registration initiated pursuant to to, and shall, except as otherwise expressly provided in this Section 2(b)2.2, be subject to Section 2(a)2.1.

Registrations on Form S-3. Notwithstanding anything Anything contained in Section 2 to the contrarycontrary notwithstanding, at such time as the Company Corporation shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, Holders the Investors holding at least 15% of the then outstanding Registrable Securities shall have the right to request in writing up to two an unlimited number of registrations of Registrable Shares on Form S-3 or any such successor forms of Registrable Securitiesform, which request or requests shall (i) specify the number of Registrable Securities Shares intended to be sold or disposed of and the Holders holders thereof, (ii) state the intended method of disposition of such Registrable Securities, Shares and (iii) relate to Registrable Securities Shares having an anticipated aggregate offering price of at least US$5,000,000$1,000,000. A requested registration on Form S-3 or any such successor forms form in compliance with this Section 2(b) 4 shall not count as a demand registration statement initiated pursuant to Section 2(a)2, but shall otherwise be treated as a registration initiated pursuant to to, and shall, except as otherwise expressly provided in this Section 2(b)4, be subject to Section 2, including, without limitation, Section 2(a).

Registrations on Form S-3. Notwithstanding anything Following its initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 promulgated under the Securities Act or any successor form thereto ("Form S-3") for secondary sales. Anything contained in Section 2 2.1 to the contrarycontrary notwithstanding, at such time as the Company shall have qualified for the use of Form S-3 promulgated under S-3, the Securities Act holder or any successor form thereto, Holders holders of in excess of 20% of the Registrable Securities shall have the right to request in writing up to two an unlimited number of registrations on Form S-3 or any such successor forms of Registrable Securities, which request or requests shall (i) specify the number of Registrable Securities intended to be sold or disposed of and the Holders holders thereof, (ii) state the intended method of disposition of such Registrable Securities, Securities and (iii) relate to Registrable Securities having an anticipated aggregate gross offering price (before underwriting discounts and commissions) of at least US$5,000,000$500,000. A requested registration on Form S-3 or any such successor forms form in compliance with this Section 2(b) 2.2 shall not count as a demand registration statement initiated pursuant to Section 2(a), 2.1 but shall otherwise be treated as a registration initiated pursuant to to, and shall, except as otherwise expressly provided in this Section 2(b)2.2, be subject to Section 2(a)2.1.

Registrations on Form S-3. Notwithstanding anything Anything contained in Section 2 to the contrarycontrary notwithstanding, at such time as the Company Corporation shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, Holders the Investors holding at least 30% of the then outstanding Registrable Securities Shares shall have the right to request in writing up to two an unlimited number of registrations of Registrable Shares on Form S-3 or any such successor forms of Registrable Securitiesform, so long as there are no more than two such registrations per year, which request or requests shall (i) specify the number of Registrable Securities Shares intended to be sold or disposed of and the Holders holders thereof, (ii) state the intended method of disposition of such Registrable Securities, Shares and (iii) relate to Registrable Securities Shares having an anticipated aggregate offering price of at least US$5,000,000$1,000,000. A requested registration on Form S-3 or any such successor forms form in compliance with this Section 2(b) 4 shall not count as a demand registration statement initiated pursuant to Section 2(a)2, but shall otherwise be treated as a registration initiated pursuant to to, and shall, except as otherwise expressly provided in this Section 2(b)4, be subject to Section 2, including, without limitation, Section 2(a).

Registrations on Form S-3. Notwithstanding anything Anything contained in Section 2 to the contrarycontrary notwithstanding, at such time as the Company Corporation shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, Holders the holders of Investor Registrable Securities Shares shall have the right to request in writing up to two an unlimited number of registrations of Investor Registrable Shares on Form S-3 (which may, at such holders’ request, be shelf registrations pursuant to Rule 415 promulgated under the Securities Act) or any such its successor forms of Registrable Securitiesform, which request or requests shall (i) specify the number of Investor Registrable Securities Shares intended to be sold or disposed of and the Holders holders thereof, (ii) state whether the intended method of disposition of such Investor Registrable Securities, Shares is an underwritten offering or a shelf registration and (iii) relate to Investor Registrable Securities Shares having an anticipated estimated aggregate offering price of at least US$5,000,000$500,000. A requested registration on Form S-3 (or any such its successor forms form) in compliance with this Section 2(b) 4 shall not count as a demand registration statement initiated pursuant to Section 2(a), ) but shall otherwise be treated as a registration initiated pursuant to and shall, except as otherwise expressly provided in this Section 2(b) (including Section 2(b)(iii), be subject to Section 2(a).

Registrations on Form S-3. Notwithstanding anything Anything contained in Section 2 to the contrarycontrary notwithstanding, at such time as the Company Corporation shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, Holders the Investors holding at least 30% of the then outstanding Registrable Securities shall have the right to request in writing up to two an unlimited number of registrations of Registrable Shares on Form S-3 or any such successor forms of Registrable Securitiesform, so long as there are no more than two such registrations per year, which request or requests shall (i) specify the number of Registrable Securities Shares intended to be sold or disposed of and the Holders holders thereof, (ii) state the intended method of disposition of such Registrable Securities, Shares and (iii) relate to Registrable Securities Shares having an anticipated aggregate offering price of at least US$5,000,000$1,000,000. A requested registration on Form S-3 or any such successor forms form in compliance with this Section 2(b) 4 shall not count as a demand registration statement initiated pursuant to Section 2(a)2, but shall otherwise be treated as a registration initiated pursuant to to, and shall, except as otherwise expressly provided in this Section 2(b)4, be subject to Section 2, including, without limitation, Section 2(a).

Registrations on Form S-3. Notwithstanding anything Anything contained in Section 2 to the contrarycontrary notwithstanding, at such time as the Company Corporation shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, Holders of Registrable Securities the Investors shall have the right to request in writing up to two an unlimited number of registrations on Form S-3 (or any such successor forms form thereto) of Registrable SecuritiesShares, which request or requests shall shall: (i) specify the number of Registrable Securities Shares intended to be sold or disposed of and the Holders holders thereof, ; (ii) state the intended method of disposition of such Registrable Securities, Shares; and (iii) relate to Registrable Securities Shares having an anticipated aggregate gross offering price of at least US$5,000,000$2,000,000. A requested registration on Form S-3 or any such successor forms in compliance with this Section 2(b) 4 shall not count as a demand registration statement initiated pursuant to Section 2(a)2, but shall otherwise be treated as a registration statement initiated pursuant to to, and shall, except as otherwise expressly provided in this Section 2(b)4, be subject to Section 2(a)2.