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

Registrations on Form S-3. A holder of Insider Shares may at any time and from time to time after the Release Date, request in writing that the Company register the resale of any or all of such Insider Shares on Form S-3 or any similar short-form registration that may be available at such time (“Form S-3"); provided, however, that: (a) the Company shall not be obligated to effect such request through an underwritten offering and (b) the Company shall not be obligated to effect such a request if the Company has within the preceding twelve (12) month period effected two (2) registrations on Form S-3. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Insider Shares and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Insider Shares, as the case may be, as are specified in such request, together with all or such portion of the Insider Shares of any other holder or holders joining in such request as are specified in a written request given within five (5) Business Days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Insider Shares, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Insider Shares and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. A holder The holders of Insider Shares may at any time and from time to time after the Release Date, request in writing that the Company register the resale of any or all of such Insider Shares on Form S-3 or any similar short-form registration that may be available at such time (“"Form S-3"); provided, however, that: (a) the Company shall not be obligated to effect such request through an underwritten offering and (b) the Company shall not be obligated to effect such a request if the Company has within the preceding twelve (12) month period effected two (2) registrations on Form S-3. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Insider Shares and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s 's or holders’ ' Insider Shares, as the case may be, as are specified in such request, together with all or such portion of the Insider Shares of any other holder or holders joining in such request as are specified in a written request given within five (5) Business Days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Insider Shares, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Insider Shares and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. A holder The holders of Insider Shares Registrable Securities may at any time and from time to time after the Release Datetime, request in writing that the Company register the resale of any or all of such Insider Shares Registrable Securities on Form S-3 or any similar short-form registration that which may be available at such time (“Form S-3"”); provided, however, that: that (ai) the Company shall not be obligated to effect such request through an underwritten offering and (bii) the Company shall not be obligated to effect more than three such a request if the Company has within the preceding twelve (12) month period effected two (2) registrations on Form S-3requests. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Insider Shares Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Insider Shares, as the case may be, Registrable Securities as are specified in such request, together with all or such portion of the Insider Shares Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within five fifteen (515) Business Days days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.32.2.4: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Insider SharesRegistrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Insider Shares Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.3 2.2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. A holder The holders of Insider Shares Registrable Securities may at any time and from time to time beginning on or after the Release Date, request in writing that the Company register the resale of any or all of such Insider Shares Registrable Securities on Form S-3 or any similar short-form registration that Registration Statement which may be available at such time (“Form S-3"”); provided, however, that: (a) that the Company shall not be obligated to effect such request through an underwritten offering and (b) the Company shall not be obligated to effect such a request if the Company has within the preceding twelve (12) month period effected two (2) registrations on Form S-3offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration Registration to all other holders of Insider Shares Registrable Securities, and, as soon as practicable thereafter, effect the registration Registration of all or such portion of such holder’s or holders’ Insider Shares, as the case may be, Registrable Securities as are specified in such request, together with all or such portion of the Insider Shares Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within five fifteen (515) Business Days days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration Registration pursuant to this Section 2.3: (i) if Form S-3 (or any similar short-form Registration Statement) is not available for such offering; , or (ii) if the holders of the Insider SharesRegistrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registrationRegistration, propose to sell Insider Shares Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as a Demand Registrations Registration effected pursuant to Section 2.1.

Registrations on Form S-3. A holder The holders of Insider Shares Registrable Securities may at any time time, and from time to time after the Release Datetime, request in writing that the Company Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of such Insider Shares Registrable Securities on Form S-3 or any similar short-form registration that which may be available at such time (“Form S-3"”); provided, however, that: (a) that the Company shall not be obligated to effect such request through an underwritten offering and (b) the Company shall not be obligated to effect such a request if the Company has within the preceding twelve (12) month period effected two (2) registrations on Form S-3offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Insider Shares Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Insider Shares, as the case may be, Registrable Securities as are specified in such request, together with all or such portion of the Insider Shares Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within five fifteen (515) Business Days days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering; , or (ii) if the holders of the Insider SharesRegistrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Insider Shares Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Registration pursuant to Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. A holder The holders of Insider Shares Registrable Securities may at any time and from time to time after the Release Datetime, request in writing that the Company register the resale of any or all of such Insider Shares Registrable Securities on Form S-3 or any similar short-form registration that which may be available at such time (“Form S-3"”); provided, however, that: that (ai) the Company shall not be obligated to effect such request through an underwritten offering and (bii) the Company shall not be obligated to effect such a request if the Company has within the preceding twelve (12) month period effected more than two (2) registrations on Form S-3such requests. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Insider Shares Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Insider Shares, as the case may be, Registrable Securities as are specified in such request, together with all or such portion of the Insider Shares Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within five fifteen (515) Business Days days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.32.2.4: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Insider SharesRegistrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Insider Shares Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.3 2.2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. A Any holder of Insider Shares may at any time and from time to time after the Release Date, request in writing that the Company register the resale of any or all of such Insider Shares on Form S-3 or any similar short-form registration that may be available at such time (“Form S-3"”); provided, however, that: (a) the Company shall not be obligated to effect such request through an underwritten offering and (b) the Company shall not be obligated to effect such a request if the Company has within the preceding twelve (12) month period effected two (2) registrations on Form S-3. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Insider Shares and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Insider Shares, as the case may be, as are specified in such request, together with all or such portion of the Insider Shares of any other holder or holders joining in such request as are specified in a written request given within five (5) Business Days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Insider Shares, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Insider Shares and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. A holder The holders of Insider Shares may at any time and from time to time after the Release Datetime, request in writing that the Company register the resale of any or all of such Insider Shares on Form S-3 or any similar short-form registration that which may be available at such time (“Form S-3"”); provided, however, that: (a) that the Company shall not be obligated to effect such request through an underwritten offering and (b) the Company shall not be obligated to effect such a request if the Company has within the preceding twelve (12) month period effected two (2) registrations on Form S-3offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Insider Shares and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Insider Shares, as the case may be, as are specified in such request, together with all or such portion of the Insider Shares of any other holder or holders joining in such request as are specified in a written request given within five (5) Business Days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Insider Shares, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Insider Shares and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. A holder The holders of Insider Shares Registrable Securities may at any time and from time to time after the Release Datetime, request in writing that the Company register the resale of any or all of such Insider Shares Registrable Securities on Form S-3 S- 3 or F-3 or any similar short-form registration that which may be available at such time (“Form S-3"”); provided, however, that: that (ai) the Company shall not be obligated to effect such request through an underwritten offering and (bii) the Company shall not be obligated to effect more than two such a request if the Company has within the preceding twelve (12) month period effected two (2) registrations on Form S-3requests. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Insider Shares Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Insider Shares, as the case may be, Registrable Securities as are specified in such request, together with all or such portion of the Insider Shares Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within five fifteen (515) Business Days days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.32.2.4: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Insider SharesRegistrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Insider Shares Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.3 2.2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. A holder The holders of Insider Shares Registrable Securities may at any time and from time to time after the Release Datetime, request in writing that the Company register the resale of any or all of such Insider Shares Registrable Securities on Form S-3 or any similar short-form registration that which may be available to the Company under the Securities Act and he rules and regulations of the SEC at such time (“Form S-3"”); provided, however, that: (a) that the Company shall not be obligated to effect such request through an underwritten offering and (b) the Company shall not be obligated to effect such a request if the Company has within the preceding twelve (12) month period effected two (2) registrations on Form S-3offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Insider Shares Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Insider Shares, as the case may be, Registrable Securities as are specified in such request, together with all or such portion of the Insider Shares Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within five fifteen (515) Business Days days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Insider SharesRegistrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Insider Shares Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. A holder Any one or more holders of Insider Shares Registrable Securities may at any time and from time to time after the Release Announcement Date, request in writing that the Company register the resale of any or all of such Insider Shares Registrable Securities on Form S-3 or any similar short-form registration that which may be available at such time (“Form S-3"”); provided, however, that: (a) that the Company shall not be obligated to effect such request through an underwritten offering and (b) the Company shall not be obligated to effect such a request if the Company has within the preceding twelve (12) month period effected two (2) registrations on Form S-3offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Insider Shares Registrable Securities (and, to the extent required by other written contractual piggy-back registration rights, other securityholders), and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Insider Shares, as the case may be, Registrable Securities as are specified in such initial request, together with all or such portion of the Insider Shares Registrable Securities (or other securities) of any other holder or holders joining in such request as are specified in a written request given to the Company within five fifteen (515) Business Days days after receipt of such written notice from the CompanyCompany of the proposed registration; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3: (ia) if Form S-3 is not available for such offering; or (iib) if the holders of the Insider SharesRegistrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Insider Shares Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. A holder The holders of Insider Shares Registrable Securities may at any time and from time to time after the Release Datetime, request in writing that the Company register the resale of any or all of such Insider Shares Registrable Securities on Form S-3 or F-3 or any similar short-form registration that which may be available at such time (“Form S-3"”); provided, however, that: that (ai) the Company shall not be obligated to effect such request through an underwritten offering and (bii) the Company shall not be obligated to effect more than two such a request if the Company has within the preceding twelve (12) month period effected two (2) registrations on Form S-3requests. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Insider Shares Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Insider Shares, as the case may be, Registrable Securities as are specified in such request, together with all or such portion of the Insider Shares Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within five fifteen (515) Business Days days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.32.2.4: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Insider SharesRegistrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Insider Shares Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.3 2.2,4 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. A holder of Insider Shares may at any time and from time to time after the Release Date, request in writing that the Company register the resale of any or all of such Insider Shares on Form S-3 or any similar short-form registration that may be available at such time (“Form S-3"”); provided, however, that: (a) the Company shall not be obligated to effect such request through an underwritten offering and (b) the Company shall not be obligated to effect such a request if the Company has within the preceding twelve (12) month 12)-month period effected two (2) registrations on Form S-3. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Insider Shares and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Insider Shares, as the case may be, as are specified in such request, together with all or such portion of the Insider Shares of any other holder or holders joining in such request as are specified in a written request given within five (5) Business Days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Insider Shares, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Insider Shares and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. A holder of Insider Registrable Shares may at any time and from time to time after the Release Date, Date request in writing that the Company register the resale of any or all of such Insider Registrable Shares on Form S-3 or any similar short-form registration that may be available at such time (“"Form S-3"); provided, however, that: (a) the Company shall not be obligated to effect such request through an underwritten offering and (b) the Company shall not be obligated to effect such a request if the Company has within the preceding twelve (12) month period effected two (2) registrations on Form S-3. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Insider Registrable Shares and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s 's or holders’ Insider ' Registrable Shares, as the case may be, as are specified in such request, together with all or such portion of the Insider Registrable Shares of any other holder or holders joining in such request as are specified in a written request given within five (5) Business Days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3: 2(e): (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Insider Registrable Shares, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Insider Registrable Shares and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.3 2(e) shall not be counted as Demand Registrations effected pursuant to Section 2.12(a).

Registrations on Form S-3. A holder Any one or more holders of Insider Shares Registrable Securities may at any time and from time to time after the Release Date, request in writing that the Company register the resale of any or all of such Insider Shares Registrable Securities on Form S-3 or any similar short-form registration that which may be available at such time (“Form S-3"”); provided, however, that: (a) that the Company shall not be obligated to effect such request through an underwritten offering and (b) the Company shall not be obligated to effect such a request if the Company has within the preceding twelve (12) month period effected two (2) registrations on Form S-3offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Insider Shares Registrable Securities (and, to the extent required by other written contractual piggy-back registration rights, other securityholders), and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Insider Shares, as the case may be, Registrable Securities as are specified in such initial request, together with all or such portion of the Insider Shares Registrable Securities (or other securities) of any other holder or holders joining in such request as are specified in a written request given to the Company within five fifteen (515) Business Days days after receipt of such written notice from the CompanyCompany of the proposed registration; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3: (ia) if Form S-3 is not available for such offering; or (iib) if the holders of the Insider SharesRegistrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Insider Shares Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. A holder The holders of Insider Shares Registrable Securities may at any time and from time to time on or after the Release Date, request in writing that the Company register the resale of any or all of such Insider Shares Registrable Securities on Form S-3 or any similar short-form registration that which may be available at such time (“Form S-3"”); provided, however, that: (a) that the Company shall not be obligated to effect such request (a) through an underwritten offering and or (b) the Company shall not be obligated to effect such a request if the Company has within the preceding twelve (12) month one year period effected two (2) registrations on Form S-3. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Insider Shares Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Insider Shares, as the case may be, Registrable Securities as are specified in such request, together with all or such portion of the Insider Shares Registrable Securities of any other holder or holders joining in such request as are specified in a written request given within five fifteen (515) Business Days days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Insider SharesRegistrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Insider Shares Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. A holder The holders of Insider Shares may at any time and from time to time after the Release Date, request in writing that the Company register the resale of any or all of such Insider Shares on Form S-3 or any similar short-form registration that may be available at such time (“Form "FORM S-3"); provided, however, that: (a) the Company shall not be obligated to effect such request through an underwritten offering and (b) the Company shall not be obligated to effect such a request if the Company has within the preceding twelve (12) month period effected two (2) registrations on Form S-3. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Insider Shares and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s 's or holders’ ' Insider Shares, as the case may be, as are specified in such request, together with all or such portion of the Insider Shares of any other holder or holders joining in such request as are specified in a written request given within five (5) Business Days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Insider Shares, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Insider Shares and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.