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

Request for Registration on Form S-3. (i) Subject to the terms of this Agreement, in the event that the Company receives from one or more Holders of Registrable Securities, a written request that the Company effect any Registration on Form S-3 (or any successor form to Form S-3 regardless of its designation), including a Registration covering the sale or distribution of Registrable Securities from time to time by the Holders on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”), at a time when the Company is eligible to Register securities on Form S-3 (or any successor form to Form S-3 regardless of its designation), the Company will promptly, and in any event within ten (10) days, give written notice of the proposed Registration to all the Holders and will as soon as practicable, and in any event within thirty (30) days, file the Registration Statement and use its best efforts to effect Registration of the Registrable Securities specified in such request, together with all or such portion of the Registrable Securities of any Holder joining in such request as are specified in a written request delivered to the Company within twenty (20) days after written notice from the Company of the proposed Registration. There shall be no limit to the number of occasions on which the Company shall be obligated to effect Registration under this Section 3.1(c), but the Company shall not be required to effect more than two (2) such Registrations hereunder in any twelve (12)-month period.

Request for Registration on Form S-3. (i) Subject to the terms of ------------------------------------ this Agreement, in the event that the Company company receives from one Holders who in the aggregate hold at least twenty percent(20%) of the then outstanding Registrable securities, or more Holders any lesser percent if the reasonably anticipated aggregate offering price to the public, net of Registrable Securitiesunderwriting discounts and commissions, would exceed $1,000,000, a written request that the Company effect any Registration on Form S-3 (or any successor form to Form S-3 regardless of its designation), including a Registration covering the sale or distribution of Registrable Securities from time to time by the Holders on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”), ) at a time when the Company is eligible to Register register securities on Form S-3 (or any successor form to Form S-3 regardless of its designation), but not within six (6) months of the effective date of a Registration, for an offering of Registrable Securities, the Company will promptlypromptly give written, and in any event within ten (10) days, give written notice of the proposed Registration to all the Holders and will as soon as practicable, and in any event within thirty (30) days, file the Registration Statement and practicable use its best efforts to effect Registration of the Registrable Securities specified in such request, together with all or such portion of the Registrable Securities of any Holder joining in such request as are specified in a written request delivered to the Company within twenty (20) 20 days after written notice from the Company of the proposed Registration. There shall be no limit limit. to the number of occasions on which the Company shall be obligated to effect Registration under this Section 3.1(c6(c), but provided, however, the Company shall not be required obligated to take any action to effect any such Registration more than two (2) such Registrations hereunder once in any twelve (12)-month 12 month period.

Request for Registration on Form S-3. (i) Subject to the terms of this Agreement, in the event that the Company receives from one or more Initiating Holders of Registrable Securities, a written request that the Company effect any Registration on Form S-3 (or any successor form to Form S-3 regardless of its designation), including a Registration covering the sale or distribution of Registrable Securities from time to time by the Holders on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”), ) at a time when the Company is eligible to Register securities on Form S-3 (or any successor form to Form S-3 regardless of its designation)) for an offering of Registrable Securities, the Company will promptly, and in any event within ten (10) days, promptly give written notice of the proposed Registration to all the other Holders and will as soon as practicable, and in any event within thirty (30) days, file the Registration Statement and practicable use its best efforts to effect Registration of the Registrable Securities specified in such request, together with all or of such portion of the Registrable Securities of any Holder joining in such request as are specified in a written request delivered to the Company within twenty (20) business days after written notice from the Company of the proposed RegistrationRegistration on Form S-3. There shall be no limit to the number of occasions on which the Company shall be obligated to effect Registration under this Section 3.1(c2.1(c), but the Company shall not be required to effect more than two (2) such Registrations hereunder in any twelve (12)-month periodcalendar year.

Request for Registration on Form S-3. (i) Subject to the terms of ------------------------------------ this Agreement, in the event that the Company receives from one or more Holders of who in the aggregate hold Registrable SecuritiesSecurities for which the reasonably anticipated aggregate offering price to the public would exceed $2,000,000, a written request that the Company effect any Registration on Form S-3 (or any successor form to Form S-3 regardless of its designation), including a Registration covering the sale or distribution of Registrable Securities from time to time by the Holders on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”), ) at a time when the Company is eligible to Register register securities on Form S-3 (or any successor form to Form S-3 regardless of its designation), but not within six (6) months of the effective date of a Registration for an offering of Registrable Securities, the Company will promptly, and in any event within ten (10) days, promptly give written notice of the proposed Registration to all the Holders and will as soon as practicable, and in any event within thirty (30) days, file the Registration Statement and practicable use its best efforts to effect Registration of the Registrable Securities specified in such request, together with all or such portion of the Registrable Securities of any Holder joining in such request as are specified in a written request delivered to the Company within twenty (20) 30 days after written notice from the Company of the proposed Registration. There shall be no limit to the number of occasions on which the Company shall be obligated to effect Registration under this Section 3.1(c)6.3; provided, but however, that the Company shall not be required obligated to effect such Registration more than two (2) such Registrations hereunder once in any twelve (12)-month 12) month period.

Request for Registration on Form S-3. (i) Subject to the terms of this Agreement, in the event that the Company receives from one or more Holders of at least twenty-five percent (25%) of Registrable Securities, a written request that the Company effect any Registration on Form S-3 (or any successor form to Form S-3 regardless of its designation), ) (including a shelf Registration covering the sale or distribution of Registrable Securities from time to time by the Holders on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”), Act) at a time when the Company is eligible to Register securities on Form S-3 (or any successor form to Form S-3 regardless of its designation) for an offering of Registrable Securities which such Holders in their good faith discretion determine would have an anticipated offering price of at least One Million Dollars ($1,000,000), the Company will promptly, and in any event within ten (10) days, promptly give written notice of the proposed Registration to all the Holders and will as soon as practicable, and in any event within thirty (30) days, file the Registration Statement and practicable use its best efforts to effect Registration of the Registrable Securities specified in such request, together with all or such portion of the Registrable Securities of any Holder joining in such request as are specified in a written request delivered to the Company within twenty thirty (2030) days after written notice from the Company of the proposed Registration. There shall be no limit to the number of occasions on which the Company shall be obligated to effect Registration under this Section 3.1(c)3.1.3, but the Company shall not be required to effect more than two (2) such Registrations hereunder in any twelve (12)-month period.. Notwithstanding the foregoing, the Company shall not be obligated to effect any Registration pursuant to this Section 3.1.3:

Request for Registration on Form S-3. (i) Subject to the terms of this Agreement, in the event that the Company receives from one or more any Holders of the then outstanding Registrable Securities, Securities a written request that the Company effect any Registration on Form S-3 (or any successor form to Form S-3 regardless of its designation), including a Registration covering the sale or distribution of Registrable Securities from time to time by the Holders on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”), ) at a time when the Company is eligible to Register register securities on Form S-3 (or any successor form to Form S-3 regardless of its designation)) for an offering of Registrable Securities, the Company will promptly, and in any event within ten (10) days, promptly give written notice of the proposed Registration to all the Holders and will as soon as practicable, and in any event within thirty (30) days, file the Registration Statement and practicable use its best efforts to effect Registration of the Registrable Securities specified in such request, together with all or such portion of the Registrable Securities of any Holder joining in such request as are specified in a written request delivered to the Company within twenty (20) 30 days after written notice from the Company of the proposed Registration. There shall be no limit to the number of occasions on which the Company shall be obligated to effect Registration under this Section 3.1(c), but the 8.3. The Company shall not be required obligated to effect more take any action to affect Registration under this Section 8.3 (i) within six months following any other registered public offering, including any prior registered offering on Form S-3, or (ii) if the number of shares which Holders have requested be included in such Registration would result in an anticipated aggregate offering price of less than two (2) such Registrations hereunder in any twelve (12)-month period$5,000,000.