Common use of Request for Form S-3 Registration Clause in Contracts

Request for Form S-3 Registration. The Company shall use its reasonable best efforts to qualify itself to register it securities on Form S-3 or any comparable or successor form or forms of the Commission. Subject to the conditions set forth in this Section 2.2, if the Company shall receive from a Holder or Holders of Registrable Securities a written request that the Company effect any registration on Form S-3 or any similar short form registration statement with respect to all or part of the Registrable Securities (with such request stating the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, file and use its reasonable best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after such written notice from the Company is mailed or delivered. If, at the time the Holder(s) make a request for a registration on Form S-3 pursuant to this Section 2.2, the Company does not qualify to use Form S-3 pursuant the qualification requirements of that form (or cannot reasonably be expected to so qualify within sixty (60) days of such request), then the Company shall be required to file a registration on Form S-1 or such other form of the Commission that would allow the Holders to sell the Registrable Securities in a registered offering. In such instance, all the provisions of this Section 2.2 shall continue to apply to such alternative form of registration.

Request for Form S-3 Registration. The Company After the Merger Effective Time, NewCo shall use its reasonable best efforts to qualify itself to register it securities on for the use of Form S-3 pursuant to Rule 415 promulgated under the Securities Act or any comparable or successor form or forms under a successor rule, as applicable. After NewCo has qualified for the use of Form S-3, in addition to the Commission. Subject rights contained in the foregoing provisions of this Section 2.3 and subject to the conditions set forth in this Section 2.22.3, if the Company NewCo shall receive from a Holder or Holders of Registrable Securities IAC a written request that the Company NewCo effect any registration on Form S-3 or any similar short form registration statement Registration Statement with respect to all or part any portion of the Registrable Securities (with such which request stating shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or HoldersIAC), the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, file and NewCo shall use its reasonable best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance in accordance with the provisions of the Securities Act) Act and to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are shall be specified in such request. At any time a Form S-3 shall be effective and remain effective, together with all IAC shall be permitted to effect an unlimited number of (i) non-Underwritten Offerings or such portion of (ii) shelf take-downs off the Form S-3 (which may be Underwritten Offerings), including any underwritten “block trades,” in each case, without notice to, or inclusion of, any other securities held by NewCo or any other Person, and in each case, limited to the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after such written notice from the Company is mailed or delivered. If, at the time the Holder(s) make a request for a registration on Form S-3 pursuant to this Section 2.2, the Company does not qualify to use Form S-3 pursuant the qualification requirements of that form (or cannot reasonably be expected to so qualify within sixty (60) days of such request), then the Company shall be required to file a registration on Form S-1 or such other form of the Commission that would allow the Holders to sell the Registrable Securities in a registered offering. In such instance, all the provisions of this Section 2.2 shall continue to apply to such alternative form of registrationSecurities.