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

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) 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 2.2.4 if Form S-3 is not available for such offering. Registrations effected pursuant to this Section 2.2 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders of at least thirty percent (30%) of Registrable Securities may at any time and from time to time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) 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 2.2.4 2.3 if Form S-3 is not available for such offering. Registrations effected pursuant to this Section 2.2 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders Holders of a majority in interest of Registrable Securities may at any time and from time to time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders Holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holderHolder’s or holdersHolders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holder Holder or holders Holders joining in such request as are specified in a written request given within fifteen (15) 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 2.2.4 2.3 if Form S-3 is not available for such offering. Registrations effected pursuant to this Section 2.2 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the 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 fifteen (15) 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 2.2.4 2.3 if Form S-3 is not available for such offering. Registrations effected pursuant to this Section 2.2 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders Holders of a majority in interest of Registrable Securities may at any time and from time to time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“"Form S-3”"); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders Holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s Holder's or holders’ Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holder Holder or holders Holders joining in such request as are specified in a written request given within fifteen (15) 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 2.2.4 2.3: (i) if Form S-3 is not available for such offering. Registrations effected pursuant to this Section 2.2 2.3 shall not be counted as a Demand Registrations Registration effected pursuant to Section 2.1.

Registrations on Form S-3. The holders At such time as the Company shall have qualified for the use of Registrable Form S-3 promulgated under the Securities may at Act or any time and from time successor form thereto, the Requisite Holders shall have the right to time, request in writing that an unlimited number of registrations on Form S-3, or such successor form, of Registrable Shares, and upon receipt of such request, the Company register shall use its best efforts promptly to effect the resale registration under the Securities Act of any or all of such the Registrable Securities Shares so requested to be registered. A requested registration on Form S-3 or any similar short-such successor form in compliance with this Section shall not count as a registration which statement demanded pursuant to Section 2.1(a) for purposes of subclause (A) of clause (i) of Section 2.1(b), but shall otherwise be treated as a registration initiated pursuant to and shall, except as otherwise expressly provided in this Section, be subject to Section 2.1(b) (including without limitation the provisions of Section 2.1(b)(ii)). Upon notice to each Holder of Registrable Shares included therein, the Company may be available suspend the effectiveness of any Registration Statement on Form S-3 for a period of up to 90 days if at the time of such time (“Form S-3”)suspension the Company is engaged in a Material Transaction; provided, however, that the Company shall not be obligated may only delay the filing or effectiveness of a Registration Statement pursuant to effect such request through an underwritten offering. Upon receipt Section 2.1(b)(ii) or suspend the effectiveness of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) 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 Statement on Form S-3 pursuant to this Section 2.2.4 if Form S-3 is not available for such offering. Registrations effected pursuant to this Section 2.2 shall not be counted as Demand Registrations effected pursuant to Section 2.12.3 on one occasion during any twelve-month period.

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the 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 fifteen (15) 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 2.2.4 if Form S-3 is not available for such offering. Registrations effected pursuant to this Section 2.2 shall not be counted as Demand Registrations effected pursuant to Section 2.1.this

Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to timetime beginning on or after the applicable Release Date, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) 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 2.2.4 if Form S-3 is not available for such offering. Registrations effected pursuant to this Section 2.2 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form S-3. The holders Holders of Registrable Securities may at any time and from time to time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”); provided, however, that the Company shall not be obligated to effect such request through an underwritten offeringUnderwritten Offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration Registration to all other holders Holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration Registration of all or such portion of such holderHolder’s or holdersHolders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder Holder or holders Holders joining in such request as are specified in a written request given within fifteen (15) 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 2.2.4 3.4 if Form S-3 is not available for such offering. Registrations effected pursuant to this Section 2.2 3.4 shall not be counted as Demand Registrations effected pursuant to Section 2.13.2.