Common use of Requested Registrations Clause in Contracts

Requested Registrations. Following its initial Public Offering on a firm commitment, underwritten basis, the Company shall use its best efforts to qualify for registration on Form S-3 promulgated under the Securities Act 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 3, the Eligible Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests to be in writing and to state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Eligible Holder or Holders); provided, however, that the Company shall not be obligated to effect any such registration (i) if the Eligible Holders, together with the Holders of any other Securities entitled to inclusion in such registration, propose to sell Registrable Securities and such other Securities (if any) on Form S-3 at an aggregate price to the public of less than $10,000,000, (ii) in the event that the Company shall furnish the certification described in Subsection 3.1.4 hereof (but subject to the limitations set forth therein), (iii) if the Company has effected a registration of its Securities within 12 months immediately preceding such registration, (iv) with respect to any Securities that may be sold by

Requested Registrations. Following its initial Public Offering (a) If, on a firm commitment, underwritten basisany two (2) occasions after the date hereof, the Company shall receive from the Holders of at least twenty percent (20%) of the Registrable Securities (the "INITIATING HOLDERS") a written request that the Company effect the registration of at least 20% of the outstanding Registrable Securities (or a lesser percent if anticipated gross proceeds of such offering would equal at least $1,000,000), the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its best efforts to qualify for effect such registration on Form S-3 promulgated under as may be so requested and as would permit or facilitate the sale and distribution of such portion of such Registrable Securities Act as are specified in such request, together with such portion of the Registrable Securities of any Holder or any comparable or successor form or forms. After Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of the Company has qualified for the use of Form S-3, in addition Company's notice pursuant to the rights contained in the foregoing provisions of this Section 3, 2(a)(i). If the Eligible offering is an underwritten offering and the underwriter managing the offering advises the Holders who have requested inclusion of their Registrable Securities shall have the right to request registrations in such registration that marketing considerations require a limitation on Form S-3 (such requests to be in writing and to state the number of shares offered, such limitation shall be imposed PRO RATA among such Holders who requested inclusion of Registrable Securities in such registration according to the number of Registrable Securities each such Holder requested to be disposed of and the intended methods of disposition of such shares by such Eligible Holder or Holders); provided, however, that the Company shall not be obligated to effect any such registration (i) if the Eligible Holders, together with the Holders of any other Securities entitled to inclusion included in such registration. Except as otherwise provided herein, propose to sell Registrable Securities and such other Securities (if any) on Form S-3 at an aggregate price to the public of less than $10,000,000, (ii) in the event that the Company no registration initiated by Holders hereunder shall furnish the certification described in Subsection 3.1.4 hereof (but subject to the limitations set forth therein), (iii) if the Company has effected count as a registration under this Section 2 unless and until it shall have been declared effective and unless no such limitation is imposed on Holders who requested inclusion of its Securities within 12 months immediately preceding such registration, (iv) with respect to any Securities that may be sold byRegistrable Securities.

Requested Registrations. Following its initial Public Offering on a firm commitment, underwritten basis, the Company shall use its best efforts to qualify for registration on Form S-3 S 3 promulgated under the Securities Act or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3S 3, in addition to the rights contained in the foregoing provisions of this Section 3, the Eligible Holders of Registrable Securities shall have the right to request registrations on Form S-3 S 3 (such requests to be in writing and to state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Eligible Holder or Holders); provided, however, that the Company shall not be obligated to effect any such registration (i) if the Eligible Holders, together with the Holders of any other Securities entitled to inclusion in such registration, propose to sell Registrable Securities and such other Securities (if any) on Form S-3 S 3 at an aggregate price to the public of less than $10,000,000, (ii) in the event that the Company shall furnish the certification described in Subsection 3.1.4 hereof (but subject to the limitations set forth therein), (iii) if the Company has effected a registration of its Securities within 12 months immediately preceding such registration, (iv) with respect to any Securities that may be sold byby the Holder thereof under Rule 144, or (v) if it is to be effected more than five (5) years after the Company's initial Public Offering.