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

Registrations on Form S-3. (a) The Company shall use its reasonable best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. At any time and from time to time after the Company has qualified for the use of Form S-3 and prior to September 22, 2003, the Holders of a majority of the aggregate number of Registrable Shares issued pursuant to the Share Exchange Agreement and the Merger Agreement shall have the right to request one resale registration filing on Form S-3 in respect of up to 25 percent of the aggregate number of shares of Common Stock issued pursuant to the Share Exchange Agreement and the merger Agreement; provided that the Company shall not be required to effect a registration on Form S-3 pursuant to this Section 2(a) unless the reasonably anticipated aggregate offering price (net of underwriting discounts and commissions) for the Registrable Shares proposed to be registered shall equal at least $1.5 million. Such requests shall be in writing and shall state the number of Registrable Shares proposed to be disposed of and the intended method of distribution of such shares by such Holder or Holders. The Company shall be required to effect one (1) registration pursuant to this Section 2(a); provided, however, that a registration shall not count as such registration unless (i) the Holders of Registrable Shares are able to register and, if the registration is a firm commitment public offering, sell the Registrable Shares requested to be included in such registration, or (ii) the Registration Statement relating to a registration is withdrawn or abandoned at the request of the Holders of a majority of the Registrable Shares covered by such Registration Statement (other than as a result of a material adverse change to the Company or following a postponement by the Company pursuant to Section 2(b) herein).

Registrations on Form S-3. (a) The Anything contained in Section 2 to the contrary notwithstanding, at such time as the Company shall use its reasonable best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. At any time and from time to time after the Company has have qualified for the use of Form S-3 and prior to September 22promulgated under the Securities Act or any successor form thereto, 2003, the Holders of a majority holders of the aggregate number of Registrable Shares issued pursuant to the Share Exchange Agreement and the Merger Agreement then outstanding shall have the right to request one resale registration filing in writing an unlimited number of registrations of Registrable Shares on Form S-3 in respect of up to 25 percent of or such successor form, which request or requests shall (i) specify the aggregate number of shares Registrable Shares intended to be sold or disposed of Common Stock issued and the holders thereof, (ii) state the intended method of disposition of such Registrable Shares and (iii) relate to Registrable Shares having an aggregate offering price of at least $2,000,000. A requested registration on Form S-3 or any such successor form in compliance with this Section 4 shall not count as a registration statement initiated pursuant to the Share Exchange Agreement Section 2, but shall otherwise be treated as a registration initiated pursuant to, and the merger Agreementshall, except as otherwise expressly provided in this Section 4, be subject to Section 2; provided provided, however, that the Company shall not be required obligated to (a) effect a registration on Form S-3 more than two registrations pursuant to this Section 2(a3 in any twelve (12) unless the reasonably anticipated aggregate offering price month period or (net of underwriting discounts and commissionsb) for the Registrable Shares proposed keep effective at any one time more than one registration statement on Form S-3 with respect to be registered shall equal at least $1.5 million. Such requests shall be in writing and shall state the number of Registrable Shares proposed to be disposed of and the intended method of distribution of such shares by such Holder or Holders. The Company shall be required to effect one (1) registration pursuant to this Section 2(a); provided, however, that a registration shall not count as such registration unless (i) the Holders of Registrable Shares are able to register and, if the registration is a firm commitment public offering, sell the Registrable Shares requested to be included registered in accordance with this Section 4, and if the Company is requested to effect the registration of Registrable Shares on Form S-3 at a time when it is keeping such registration, or (ii) the Registration Statement relating to a registration statement effective, it may delay effecting such requested registration until it is withdrawn or abandoned at no longer required in accordance with Section 6(a) hereof to keep effective the request of the Holders of a majority of the Registrable Shares covered by such Registration Statement (other than as a result of a material adverse change to the Company or following a postponement by the Company pursuant to Section 2(b) herein)then effective registration statement on Form S-3.

Registrations on Form S-3. (a) The Company Anything contained in Section 2 to the contrary notwithstanding, at such time as the Corporation shall use its reasonable best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. At any time and from time to time after the Company has have qualified for the use of Form S-3 and prior to September 22promulgated under the Securities Act or any successor form thereto, 2003, the Holders of a majority of the aggregate number of Registrable Shares issued pursuant to the Share Exchange Agreement and the Merger Agreement each Demanding Holder shall have the right to request one resale registration filing an unlimited number of registrations of Registrable Shares on Form S-3 in respect of up to 25 percent of the aggregate number of shares of Common Stock issued (which may, at such holders' request, be shelf registrations pursuant to Rule 415 promulgated under the Share Exchange Agreement and the merger Agreement; provided that the Company shall not be required to effect a registration on Form S-3 pursuant to this Section 2(aSecurities Act) unless the reasonably anticipated aggregate offering price (net of underwriting discounts and commissions) for the Registrable Shares proposed to be registered shall equal at least $1.5 million. Such or its successor form, which request or requests shall be in writing and shall state (i) specify the number of Registrable Shares proposed intended to be sold or disposed of and the holders thereof, (ii) state whether the intended method of distribution disposition of such shares Registrable Shares is an underwritten offering or a shelf registration and (iii) relate to Registrable Shares having an aggregate offering price of at least $10,000,000. Upon such request, then the Corporation shall promptly give written notice to the other Investors of its requirement to so register such offering and, upon the written request, delivered to the Corporation within thirty (30) days after delivery of any such notice by such Holder or Holders. The Company shall be required the Company, of the other Investors to effect one (1) registration pursuant to this Section 2(a); provided, however, that a registration shall not count as include in such registration unless (i) the Holders of Registrable Shares are able to register and, if (which request shall specify the registration is a firm commitment public offering, sell the number of such Registrable Shares requested proposed to be included in such registration), the Corporation shall, whether or (ii) not any other Investors request to include any Registrable Shares in such registration, subject to Section 2(b), promptly use its best efforts to effect such registration under the Registration Statement relating to a registration is withdrawn or abandoned at the request Securities Act of the Holders of a majority an offering of the Registrable Shares covered by such Registration Statement which the Corporation has been so requested to register for sale in accordance with the method of distribution specified in the initiating request. A requested registration on Form S-3 (other than or its successor form) in compliance with this Section 4 shall not count as a result of registration statement initiated pursuant to Section 2(b)(i) but shall otherwise be treated as a material adverse change to the Company or following a postponement by the Company registration initiated pursuant to Section 2(b) herein(including Section 2(b)(iii)).

Registrations on Form S-3. (a) The Anything contained in this Section 4.3 to the contrary notwithstanding, at such time as and for so long as the Company shall use its reasonable best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. At any time and from time to time after the Company has have qualified for the use of Form S-3 and prior to September 22, 2003promulgated under the Securities Act or any successor form thereto, the Holders of a majority of the aggregate number of Registrable Shares issued pursuant to the Share Exchange Agreement and the Merger Agreement Requisite Investors shall have the right to request one resale registration filing in writing an unlimited number of registrations on Form S-3 in respect S-3, or such successor form, of up to 25 percent of Registrable Shares, which request or requests shall (i) specify the aggregate number of shares Registrable Shares intended to be sold or disposed of, (ii) state the intended method of Common Stock issued pursuant disposition of such Registrable Shares and (iii) relate to the Share Exchange Agreement and the merger Agreement; provided that the Company shall not be required to effect a registration on Form S-3 pursuant to this Section 2(a) unless the reasonably anticipated Registrable Shares having an aggregate gross offering price (net of before underwriting discounts and commissions) for of at least $1,000,000, and upon receipt of such request, the Company shall use its best efforts promptly to effect the registration under the Securities Act of the Registrable Shares proposed so requested to be registered shall equal at least $1.5 millionregistered. Such requests shall be in writing Whenever the Company is required by this Section 4.3(a) to use its best efforts to effect the registration of Registrable Shares, each of the procedures and shall state requirements of Section 4.1 (including but not limited to the number requirement that the Company notify all holders of Registrable Shares proposed from whom notice has not been received and provide them with the opportunity to be disposed of and participate in the intended method of distribution of offering) shall apply to such shares by registration. A requested registration on Form S-3 or any such Holder or Holders. The Company shall be required to effect one (1) registration pursuant to successor form in compliance with this Section 2(a); provided, however, that a registration shall not count as such registration unless (i) the Holders of Registrable Shares are able to register and, if the registration is a firm commitment public offering, sell the Registrable Shares requested to be included in such registration, or (ii) the Registration Statement relating to a registration is withdrawn or abandoned at the request of the Holders of a majority of the Registrable Shares covered by such Registration Statement (other than as a result of a material adverse change to the Company or following a postponement by the Company demanded pursuant to Section 2(b) herein4.1(a), 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 4.1(b).

Registrations on Form S-3. Anything contained in Section 2 to the contrary notwithstanding, the holders of Registrable Shares shall have the right to request that (a) The the Company shall use its reasonable best efforts to qualify for prepare a registration statement on Form S-3 promulgated under the Securities Act or any comparable or successor form or forms. At any thereto (which may, at such holders’ request, be a shelf registration statement pursuant to Rule 415 promulgated under the Securities Act), it being understood that such request may be made prior to the time and from time to time after at which the Company has qualifies for the use of Form S-3, and (b) as promptly as practicable after such time as the Company shall have qualified for the use of Form S-3, file such registration statement under the Securities Act. In addition, anything contained in Section 2 to the contrary notwithstanding, following such time as the Company shall have qualified for the use of Form S-3 and prior to September 22, 2003promulgated under the Securities Act or any successor form thereto, the Holders of a majority of the aggregate number holders of Registrable Shares issued pursuant to the Share Exchange Agreement and the Merger Agreement shall have the right to request one resale registration filing an unlimited number of registrations of Registrable Shares on Form S-3 in respect of up to 25 percent of the aggregate number of shares of Common Stock issued (which may, at such holders’ request, be shelf registrations pursuant to Rule 415 promulgated under the Share Exchange Agreement and the merger Agreement; provided that the Company shall not be required to effect a registration on Form S-3 pursuant to Securities Act) or its successor form. Any request or requests under this Section 2(a4 shall (i) unless the reasonably anticipated aggregate offering price (net of underwriting discounts and commissions) for the Registrable Shares proposed to be registered shall equal at least $1.5 million. Such requests shall be in writing and shall state specify the number of Registrable Shares proposed intended to be sold or disposed of and the holders thereof, (ii) state whether the intended method of distribution disposition of such shares by such Holder Registrable Shares is an underwritten offering or Holdersa shelf registration and (iii) relate to Registrable Shares having an aggregate offering price of at least $1,000,000. The Company shall be required to effect one A requested registration on Form S-3 (1or its successor form) registration pursuant to in compliance with this Section 2(a); provided, however, that a registration 4 shall not count as such registration unless (i) the Holders of Registrable Shares are able to register and, if the registration is a firm commitment public offering, sell the Registrable Shares requested to be included in such registration, or (ii) the Registration Statement relating to a registration is withdrawn statement initiated pursuant to Section 2(a) but shall otherwise be treated as a registration initiated pursuant to Section 2(b)(ii), (iii), (iv) and (v). The effectiveness of any shelf registration pursuant to Rule 415 or abandoned at the request any similar rule or provision shall be maintained for a continuous period of the Holders of not less than 18 months, except as otherwise agreed by holders holding a majority of the Registrable Shares covered by included in such Registration Statement (other than as a result of a material adverse change to the Company or following a postponement by the Company pursuant to Section 2(b) herein)registration statement.

Registrations on Form S-3. (a) The Company shall use its reasonable best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. At any time and from time to time after the Company has qualified for the use of Form S-3 and prior to September 22, 2003, the Holders of a majority of the aggregate number of Registrable Shares issued pursuant to the Share Exchange Agreement and the Merger Agreement shall have the right to request one resale registration filing on Form S-3 in respect of up to 25 percent of the aggregate number of shares of Common Stock issued pursuant to the Share Exchange Agreement and the merger Merger Agreement; provided that the Company shall not be required to effect a registration on Form S-3 pursuant to this Section 2(a) unless the reasonably anticipated aggregate offering price (net of underwriting discounts and commissions) for the Registrable Shares proposed to be registered shall equal at least $1.5 million. Such requests shall be in writing and shall state the number of Registrable Shares proposed to be disposed of and the intended method of distribution of such shares by such Holder or Holders. The Company shall be required to effect one (1) registration pursuant to this Section 2(a); provided, however, that a registration shall not count as such registration unless (i) the Holders of Registrable Shares are able to register and, if the registration is a firm commitment public offering, sell the Registrable Shares requested to be included in such registration, or (ii) the Registration Statement relating to a registration is withdrawn or abandoned at the request of the Holders of a majority of the Registrable Shares covered by such Registration Statement (other than as a result of a material adverse change to the Company or following a postponement by the Company pursuant to Section 2(b) herein).

Registrations on Form S-3. (a) The At such time as the Company shall use its reasonable best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. At any time and from time to time after the Company has qualified be eligible for the use of Form S-3 and prior under the Securities Act or any successor form thereto, Stockholders holding Registrable Shares for which they intend to September 22, 2003, the Holders of a majority include in such offering that represent at least 10% of the aggregate number of Registrable Shares issued pursuant to the Share Exchange Agreement and the Merger Agreement outstanding Common Stock shall have the right to request one resale registration filing an unlimited number of registrations of Registrable Shares on Form S-3 in respect of up to 25 percent of the aggregate number of shares of Common Stock issued (which may, at such holders’ request, be shelf registrations pursuant to Rule 415 promulgated under the Share Exchange Agreement and the merger Agreement; provided that the Company shall not be required to effect a registration on Form S-3 pursuant to this Section 2(aSecurities Act) unless the reasonably anticipated aggregate offering price (net of underwriting discounts and commissions) for the Registrable Shares proposed to be registered shall equal at least $1.5 million. Such or its successor form, which request or requests shall be in writing and shall state (i) specify the number of Registrable Shares proposed intended to be disposed of Transferred and the holders thereof and (ii) state whether the intended method of distribution Transfer of such shares by Registrable Shares is an underwritten offering or a shelf registration and (iii) relate to Registrable Shares having an aggregate gross offering price (not taking into account underwriters discounts and commissions) of at least $5,000,000, and upon receipt of such Holder or Holders. The request, the Company shall be required to effect one as soon as reasonably practicable and in any event within thirty (130) days file a Form S-3 registration pursuant to this Section 2(a); provided, however, that a registration shall not count as such registration unless (i) the Holders of Registrable Shares are able to register and, if the registration is a firm commitment public offering, sell the statement covering all Registrable Shares requested to be included in such registration, or (ii) registration and shall use its commercially reasonable efforts to promptly effect the Registration Statement relating to a registration is withdrawn or abandoned at under the request of the Holders of a majority Securities Act of the Registrable Shares covered by such Registration Statement (other than so requested to be registered. A requested registration on Form S-3 in compliance with this Section 5.3(a) shall not count as a result of a material adverse change to the Company or following a postponement by the Company registration statement initiated pursuant to Section 2(b) herein5.1(b).