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

Request for Form S-3 Registration. After its initial public offering, the Company shall use its commercially reasonable efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 2 and subject to the conditions set forth in this Section 2.3, 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 (such request 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 Holders), the Company will take all such action with respect to such Registrable Securities as required by Section 2.1(a)(i) and (ii). Holders of Registrable Securities requesting a registration on Form S-3 or any comparable or successor form or forms pursuant to this Section 2.3(a) shall have the right to elect for any such registration to be made for an offering to be made on a continuous or delayed basis pursuant to Rule 415 covering the Registrable Securities (a “Shelf Registration”). The Company shall use its reasonable best efforts to keep the Shelf Registration continuously effective in order to permit the prospectus forming a part thereof to be usable by the Holders for a period of 12 months, or, if earlier, until the distribution contemplated in the registration statement filed in connection with the Shelf Registration has been completed. If at any time following the effectiveness of a Form S-3 that is intended to be a Shelf Registration, the Company shall receive from a Holder or Holders of Registrable Securities a written request that the Company initiate an offering or sale of all or part of the Registrable Securities included in such Shelf Registration, in either an underwritten or nonunderwritten offering (a “Shelf Take-Down”) (such request 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 Holders), the Company will take all such action with respect to such Registrable Securities as required by Section 2.1(a)(i) and (ii).

Request for Form S-3 Registration. After its initial public offering, At any time after the date of this Agreement that the Company shall use its commercially reasonable efforts is eligible to qualify for file a resale registration statement on Form S-3 (or any comparable or successor form or forms. After that permits the incorporation by reference of future filings by the Company has qualified for under the use of Form S-3Exchange Act), in addition to the rights contained in the foregoing provisions of this Section 2 and subject to the conditions set forth in this Section 2.3, 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 owning at least twenty percent (20%) of the Registrable Securities (the “Demanding Holder”) may submit a written request (a “Demand Notice”) to the Company that the Company register Registrable Securities under and in accordance with the Securities Act (a “Demand Registration”) on such request form. Such Demand Notice shall state specify the number of shares and description of Registrable Securities to be disposed of included in such Registration and the intended methods method of disposition of such shares by such Holder or Holders)the Registrable Securities. Upon receipt of the Demand Notice, the Company will take all shall: (i) in the event there are Holders other than the Investor, within five (5) Business Days after receipt of such action with respect Demand Notice, give written notice of the proposed registration to such Registrable Securities as required by Section 2.1(a)(i) and any other Holders; and (ii). Holders of Registrable Securities requesting a registration on Form S-3 or any comparable or successor form or forms pursuant to this Section 2.3(a) shall have the right to elect for any such registration to be made for an offering to be made on a continuous or delayed basis pursuant to Rule 415 covering the Registrable Securities (a “Shelf Registration”). The Company shall as soon as practicable, use its reasonable best efforts to keep effect such registration as may be so requested and as would permit or facilitate the Shelf Registration continuously effective sale and distribution of all or such portion of such Registrable Securities as are specified in order such request together with all or such portion of the Registrable Securities of any Holders joining in such request as are specified in written requests received by the Company within twenty (20) days after the date the Company mails the written notice referred to permit in clause (i) above. Notwithstanding the prospectus forming foregoing, if the Company shall furnish to the Holders a part thereof certificate signed by the chief executive officer of the Company stating that in the good faith judgment of the board of directors of the Company, it would be seriously detrimental to the Company and its stockholders for a registration statement to be usable by filed on or before the Holders for a period of 12 months, or, if earlier, until the distribution contemplated in the registration statement filed date filing would be required in connection with any Demand Registration and it is therefore essential to defer the Shelf Registration has been completed. If at any time following the effectiveness filing of a Form S-3 that is intended to be a Shelf Registrationsuch registration statement, the Company shall receive from have the right to defer such filing or delay its effectiveness for a Holder or Holders of Registrable Securities a written request reasonable period not to exceed ninety (90) days; provided, that the Company initiate an offering or sale of all or part of the Registrable Securities included in such Shelf Registration, in either an underwritten or nonunderwritten offering (a “Shelf Take-Down”) (such request right shall state the number of shares of Registrable Securities to not be disposed of and the intended methods of disposition of such shares by such Holder or Holders), the Company will take all such action exercised more than once with respect to a request for registration hereunder during any period of twelve consecutive months. If the Company postpones the filing of a registration statement on Form S-3, it will promptly notify the Holders in writing when the events or circumstances permitting such Registrable Securities as required by Section 2.1(a)(i) and (ii)postponement have ended. The Company will pay all Registration Expenses in connection with such withdrawn request for registration.