Common use of Required Registration Clause in Contracts

Required Registration. (a) At any time on or after the Exercise Date and on or before the five (5) year anniversary of the Base Date, but in no event on more than one (1) occasion, upon the written request of the holders of the Registrable Securities representing a Majority of such Registrable Securities, the Company will use its Reasonable Best Efforts to effect the registration of the respective shares of the holders of Registrable Securities under the Securities Act to the extent requisite to permit the public disposition thereof as expeditiously as reasonably possible, but in no event later than 120 days from the date of such request. (b) Registration of Registrable Securities under this Section 8.2 shall be on such appropriate registration form: (i) as shall be selected by the Company, and (ii) as shall permit the public disposition of such Registrable Securities in accordance with this Section 8.2. The Company agrees to include in any such registration statement all information which the requesting holders of Registrable Securities shall reasonably request, which is required to be contained therein. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.2. (c) A registration requested pursuant to this Section 8.2 shall not be deemed to have been effected: (i) unless a registration statement with respect thereto has become effective or (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission (the “SEC”) or other governmental agency or court of competent jurisdiction for any reason, other than by reason of some act or omission by a holder of Registrable Securities.

Required Registration. (a) At any time on or after the Exercise Date and date on or before which this Agreement becomes effective, if the five (5) year anniversary Investors holding at least a majority of Registrable Shares then outstanding shall request that the Base Date, but in no event on more than one (1) occasion, upon Company effect the written request registration of Registrable Shares under the holders of the Registrable Securities representing a Majority of such Registrable SecuritiesAct, the Company will shall promptly use its Reasonable Best Efforts commercially reasonable efforts to effect the registration of the respective shares of the holders of Registrable Securities under the Securities Act to the extent requisite to permit the public disposition thereof as expeditiously as reasonably possible, but in no event later than 120 days from the date of such requestRegistrable Shares. (b) Registration Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to file and cause to become effective more than two registration statements initiated pursuant to Section 2(a) above on Form S-11 promulgated under the Securities Act (or any successor form thereto). (ii) (A) The Company may delay the filing or effectiveness of any registration statement for a period of up to 90 days after the date of any request for registration pursuant to Section 2(a), if at the time of such request: (X) the Company is engaged, or has fixed plans to engage within 15 days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Securities Shares have been or will be permitted to include all the Registrable Shares so requested to be registered pursuant to Section 3 or (Y) the Company reasonably determines that such registration and offering would interfere with, or require premature disclosure of, any material transaction or material litigation involving the Company or any of its Subsidiaries; provided, however, that the Company shall only be entitled to invoke its rights under this Section 8.2 shall be on such appropriate registration form: (i2(b)(ii) as shall be selected by the Company, and (ii) as shall permit the public disposition of such Registrable Securities in accordance with this Section 8.2. The Company agrees to include in one time during any such registration statement all information which the requesting holders of Registrable Securities shall reasonably request, which is required to be contained therein. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.2twelve month period. (c) A registration requested pursuant to this Section 8.2 shall not be deemed to have been effected: (i) unless a registration statement with respect thereto has become effective or (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission (the “SEC”) or other governmental agency or court of competent jurisdiction for any reason, other than by reason of some act or omission by a holder of Registrable Securities.

Required Registration. (a) At any time on or after the Exercise Date and on or before the five (5) year anniversary of the Base Date, but in no event on more than one (1) occasion, upon the written Upon request of a Holder owning at least 5,000 Shares or Registrable Securities not theretofore registered under the holders Act, the Company shall prepare and if it is then eligible file a registration statement on Form S-3 under the Act covering the resale of the Registrable Securities representing a Majority which are the subject of such Registrable Securitiesrequests and shall use its best efforts to cause such registration statement to become effective and to remain effective for at least 24 months. In addition, upon the receipt of the aforementioned request, the Company will use its Reasonable Best Efforts shall promptly give written notice to effect all other record Holders of Shares or Registrable Securities that such registration is to be effected. The Company shall include in such registration statement such Registrable Securities for which it has received written requests to register by such other Holders within fifteen (15) days after the Company's written notice to such other Holders. The Company shall be obligated to prepare, file and cause to become effective only two (2) registration of statements pursuant to this Section 4(b). In the respective shares of event that the holders of a majority of the Registrable Securities under the Securities Act for which registration has been requested pursuant to the extent requisite to permit the public disposition thereof as expeditiously as reasonably possible, but in no event later than 120 days from the date of such request. (b) Registration of Registrable Securities under this Section 8.2 shall be on such appropriate determine for any reason not to proceed with a registration form: (i) as shall be selected at any time before the registration statement has been declared effective by the CompanyCommission, and (ii) as shall permit such Holders thereafter request the public disposition Company to withdraw such registration statement, the Holders of such Registrable Securities agree to bear their own expenses incurred in accordance with this Section 8.2. The connection therewith and to reimburse the Company agrees for the expenses incurred by it attributable to include in any such registration statement all information which statement, then, and in such event, the requesting holders Holders of such Registrable Securities shall reasonably request, which is required not be deemed to be contained therein. The have exercised their right to require the Company will pay all Registration Expenses in connection with each registration of to register Registrable Securities pursuant to this Section 8.24(b). (c) A registration requested pursuant to this Section 8.2 shall not be deemed to have been effected: (i) unless a registration statement with respect thereto has become effective or (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission (the “SEC”) or other governmental agency or court of competent jurisdiction for any reason, other than by reason of some act or omission by a holder of Registrable Securities.

Required Registration. (a) At any time on or after the Exercise Date and on or before the five (5) year anniversary Expiration Date and to the extent there is not then a current and effective registration statement under Securities Act covering the exercise of the Base Datethis Warrant, but in no event on more than one (1) occasionoccasion at the Company’s expense and a separate one (1) occasion at the expense of the Majority of such Registrable Securities, upon the written request of the holders of the Registrable Securities representing a Majority of such Registrable Securities, the Company will use its Reasonable Best Efforts to effect the registration of the respective shares of the holders of Registrable Securities under the Securities Act to the extent requisite to permit the public disposition thereof as expeditiously as reasonably possible, but in no event later than 120 days from the date of such request. (b) Registration of Registrable Securities under this Section 8.2 shall be on such appropriate registration form: (i) as shall be selected by the Company, and (ii) as shall permit the public disposition of such Registrable Securities in accordance with this Section 8.2. The Company agrees to include in any such registration statement all information which the requesting holders of Registrable Securities shall reasonably request, which is required to be contained therein. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.2. (c) A registration requested pursuant to this Section 8.2 shall not be deemed to have been effected: (i) unless a registration statement with respect thereto has become effective or (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission (the “SEC”) or other governmental agency or court of competent jurisdiction for any reason, other than by reason of some act or omission by a holder of Registrable Securities.

Required Registration. (a) At any time on or after the Exercise six month anniversary of the Base Date and on or before the five (5) year anniversary of the Base Date, but in no event on not more than one two (12) occasionoccasions (the second of which effected required registrations (as described in Section 8.2(c)) pursuant to this Section 8.2(a) would be payable by the Holder pursuant to Section 8.6), upon the written request of the holders of the Registrable Securities representing a Majority of such Registrable Securitiessecurities, the Company will use its Reasonable Best Efforts best efforts to effect the registration of the respective shares of the holders of Registrable Securities under the Securities Act to the extent requisite to permit the public disposition thereof as expeditiously as reasonably possible, but in no event later than 120 days from the date of such request. (b) Registration of Registrable Securities under this Section 8.2 shall be on such appropriate registration form: (i) as shall be selected by the Company, and (ii) as shall permit the public disposition of such Registrable Securities in accordance with this Section 8.2. The Company agrees to include in any such registration statement all information which the requesting holders of Registrable Securities shall reasonably request, which is required to be contained therein. The Company will pay all Registration Expenses in connection with each the first, and only the first, effected required registration (as described in Section 8.2(c)) of Registrable Securities pursuant to this Section 8.2. The Holder or holders whose shares are being registered shall pay all expenses associated with the second effected required registration of Registrable Securities pursuant to this Section 8.2. (c) A registration requested pursuant to this Section 8.2 shall not be deemed to have been effected: (i) unless a registration statement with respect thereto has become effective or (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission (the “SEC”) or other governmental agency or court of competent jurisdiction for any reason, other than by reason of some act or omission by a holder of Registrable Securities.

Required Registration. (a) At any time on or after the Exercise Date and on or before the five (5) year anniversary Expiration Date and to the extent there is not then a current and effective registration statement under Securities Act covering the exercise of the Base Datethis Warrant, but in no event on more than one (1) occasionoccasion at the Company's expense and a separate one (1) occasion at the expense of the Majority of such Registrable Securities, upon the written request of the holders of the Registrable Securities representing a Majority of such Registrable Securities, the Company will use its Reasonable Best Efforts to effect the registration of the respective shares of the holders of Registrable Securities under the Securities Act to the extent requisite to permit the public disposition thereof as expeditiously as reasonably possible, but in no event later than 120 days from the date of such request. (b) Registration of Registrable Securities under this Section 8.2 shall be on such appropriate registration form: (i) as shall be selected by the Company, and (ii) as shall permit the public disposition of such Registrable Securities in accordance with this Section 8.2. The Company agrees to include in any such registration statement all information which the requesting holders of Registrable Securities shall reasonably request, which is required to be contained therein. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.2. (c) A registration requested pursuant to this Section 8.2 shall not be deemed to have been effected: (i) unless a registration statement with respect thereto has become effective or (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission (the “SEC”) or other governmental agency or court of competent jurisdiction for any reason, other than by reason of some act or omission by a holder of Registrable Securities.

Required Registration. (a) At any time on or after the Exercise six (6) month anniversary of the Base Date and on or before the five (5) year anniversary of the Base Date, but in no event on more than one two (12) occasionoccasions (the Registration Expenses associated with second required registration effected (as described in Section 8.2(c)) pursuant to this Section 8.2(a) shall be payable by the Holder pursuant to Section 8.6), upon the written request of the holders of the Registrable Securities representing a Majority of such Registrable Securitiessecurities, the Company will use its Reasonable Best Efforts best efforts to effect the registration of the respective shares of the holders of Registrable Securities under the Securities Act to the extent requisite to permit the public disposition thereof as expeditiously as reasonably possible, but in no event later than 120 one hundred-twenty (120) days from the date of such request. (b) Registration of Registrable Securities under this Section 8.2 shall be on such appropriate registration form: (i) as shall be selected by the Company, and (ii) as shall permit the public disposition of such Registrable Securities in accordance with this Section 8.2. The Company agrees to include in any such registration statement all information which the requesting holders of Registrable Securities shall reasonably request, which is required to be contained therein. The Company will pay all Registration Expenses in connection with each the first, and only the first, required registration of Registrable Securities effected (as described in Section 8.2(c)) pursuant to this Section 8.2. (c) A registration requested pursuant to this Section 8.2 shall not be deemed to have been effected: (i) unless a registration statement with respect thereto has become effective or (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission (the “SEC”) or other governmental agency or court of competent jurisdiction for any reason, other than by reason of some act or omission by a holder of Registrable Securities.

Required Registration. If the Registrable Securities have not been included in a Registration Statement which has been declared effective by the Commission in accordance with Section 2.2 herein, the holders of at least a majority of the outstanding Registrable Securities can request the Company to effectuate the Registration of the Registrable Securities. If the Company receives such a request, the Company shall promptly give written notice of such proposed Registration to all holders of Registrable Securities, and thereupon the Company shall promptly use its best efforts to effectuate the Registration of the Registrable Securities that the Company has been requested to Register for disposition as described in the request of such holders of Registrable Securities and in any response received from any of the holders of Registrable Securities within thirty (30) days after the giving of the written notice by the Company; provided however, that the Company shall not be obligated to effectuate any Registration except in accordance with the following provisions: (a) At any time on or after the Exercise Date The Company shall not be obligated to file and on or before the five (5) year anniversary of the Base Date, but in no event on cause to become effective more than one (1) occasion, upon the written request of the holders of the Registration Statement in which Registrable Securities representing a Majority of such Registrable Securities, the Company will use its Reasonable Best Efforts are Registered pursuant to effect the registration of the respective shares of the holders of Registrable Securities under the Securities Act to the extent requisite to permit the public disposition thereof as expeditiously as reasonably possible, but in no event later than 120 days from the date of such requestthis Section 2.1. (b) Registration of Registrable Securities under this Section 8.2 shall be on such appropriate registration form: (i) as shall be selected by Notwithstanding the Companyforegoing, and (ii) as shall permit the public disposition of such Registrable Securities in accordance with this Section 8.2. The Company agrees to may include in any each such registration statement all information which the requesting holders of Registrable Securities shall reasonably request, which is required to be contained therein. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 8.22.1 any authorized but unissued shares of its capital stock (or authorized treasury shares) for sale by the Company or any issued and outstanding shares of Common Stock for sale by others. (c) A registration requested The Company shall not be required to file a Registration Statement pursuant to this Section 8.2 shall 2.1: for ninety (90) days after the request for Registration under this Section 2.1 if the Company is then engaged in negotiations regarding a material transaction which has not be deemed to have otherwise been effected: (i) unless a registration statement with respect thereto has become effective publicly disclosed, or (ii) ifsuch shorter period ending on the date, after it has become effectivewhichever first occurs, that such registration transaction is interfered with by any stop orderpublicly disclosed, injunction abandoned or other order or requirement of the Securities and Exchange Commission (the “SEC”) or other governmental agency or court of competent jurisdiction for any reason, other than by reason of some act or omission by a holder of Registrable Securitiesconsummated.

Required Registration. (a) At any time on or after the Exercise Base Date and on or before the five (5) year anniversary of the Base Date, but in no event on not more than one (1) occasion, upon the written request of the holders of the Registrable Securities representing a Majority of such Registrable Securitiessecurities, the Company will use its Reasonable Best Efforts best efforts to effect the registration of the respective shares of the holders of Registrable Securities under the Securities Act to the extent requisite to permit the public disposition thereof as expeditiously as reasonably possible, but in no event later than 120 days from the date of such request. (b) Registration of Registrable Securities under this Section 8.2 shall be on such appropriate registration form: (i) as shall be selected by the Company, and (ii) as shall permit the public disposition of such Registrable Securities in accordance with this Section 8.2. The Company agrees to include in any such registration statement all information which the requesting holders of Registrable Securities shall reasonably request, which is required to be contained therein. The Company will pay all Registration Expenses in connection with each the effected required registration (as described in Section 8.2(c)) of Registrable Securities pursuant to this Section 8.2. (c) A registration requested pursuant to this Section 8.2 shall not be deemed to have been effected: (i) unless a registration statement with respect thereto has become effective or (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission (the “SEC”) or other governmental agency or court of competent jurisdiction for any reason, other than by reason of some act or omission by a holder of Registrable Securities.

Required Registration. (a) At any time on or after the Exercise Base Date and on or before the five (5) year anniversary of the Base Expiration Date, but in no event on more than one (1) occasionoccasion at the Company’s expense and a separate one (1) occasion at the expense of the Majority of such Registrable Securities, upon the written request of the holders of the Registrable Securities representing a Majority of such Registrable Securities, the Company will use its Reasonable Best Efforts to effect the registration of the respective shares of the holders of Registrable Securities under the Securities Act to the extent requisite to permit the public disposition thereof as expeditiously as reasonably possible, but in no event later than 120 days from the date of such request. (b) Registration of Registrable Securities under this Section 8.2 shall be on such appropriate registration form: (i) as shall be selected by the Company, and (ii) as shall permit the public disposition of such Registrable Securities in accordance with this Section 8.2. The Company agrees to include in any such registration statement all information which the requesting holders of Registrable Securities shall reasonably request, which is required to be contained therein. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.2. (c) A registration requested pursuant to this Section 8.2 shall not be deemed to have been effected: (i) unless a registration statement with respect thereto has become effective or (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission (the “SEC”) or SEC”)or other governmental agency or court of competent jurisdiction for any reason, other than by reason of some act or omission by a holder of Registrable Securities.

Required Registration. (a) At any time on or after the Exercise Base Date and on or before the five (5) year anniversary of the Base Expiration Date, but in no event on more than one (1) occasionoccasion at the Company’s expense and a separate one (1) occasion at the expense of the Majority of such Registrable Securities, upon the written request of the holders of the Registrable Securities representing a Majority of such Registrable Securities, the Company will use its Reasonable Best Efforts to effect the registration of the respective shares of the holders of Registrable Securities under the Securities Act to the extent requisite to permit the public disposition thereof as expeditiously as reasonably possible, but in no event later than 120 days from the date of such request. (b) Registration of Registrable Securities under this Section 8.2 shall be on such appropriate registration form: (i) as shall be selected by the Company, and (ii) as shall permit the public disposition of such Registrable Securities in accordance with this Section 8.2. The Company agrees to include in any such registration statement all information which the requesting holders of Registrable Securities shall reasonably request, which is required to be contained therein. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.2. (c) A registration requested pursuant to this Section 8.2 shall not be deemed to have been effected: (i) unless a registration statement with respect thereto has become effective or (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission (the “SEC”) or other governmental agency or court of competent jurisdiction for any reason, other than by reason of some act or omission by a holder of Registrable Securities.

Required Registration. (a) At any time on or after the Exercise Date and on or before the five (5) year anniversary Obligation of the Base Date, but in no event on more than Company. Within one hundred twenty (1120) occasion, upon the written request days of the holders of Closing Date (as defined in the Registrable Securities representing a Majority of such Registrable SecuritiesMerger Agreement), the Company will use its Reasonable Best Efforts to effect the registration of the respective shares of the holders of Registrable Securities under the Securities Act to the extent requisite to permit the public disposition thereof as expeditiously as reasonably possible, but in no event later than 120 days from the date of such request. (b) Registration of Registrable Securities under this Section 8.2 shall be on such appropriate registration form: (i) as prepare and file with the Commission a registration statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be selected by available for the Company, and (ii) as shall permit the public disposition of such the Registrable Securities in accordance with this Section 8.2. The Company agrees the intended method or methods of disposition thereof (or amend such initial registration statement to include in any achieve the same result) and (ii) use its best efforts to cause such registration statement all information which the requesting holders of Registrable Securities shall reasonably request, which is required to be contained therein. The declared effective by the Commission as soon as practicable thereafter, and shall use its best efforts to effect all such other registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all of the Registrable Securities; provided that the Company will pay all Registration Expenses in connection with each registration of Registrable Securities shall not be obligated to take any action to effect such registration, qualification or compliance pursuant to this Section 8.2.subsection 1.2: (ci) A in any particular jurisdiction in which the Company would be required to execute a general qualification or compliance unless the Company is already subject to service in such jurisdiction and except as required by the Securities Act; or (ii) after the Company has effected one such registration requested pursuant to this Section 8.2 shall not be deemed to have subsection 1.2 and such registration has been effected: (i) declared or ordered effective unless the Commission issues a registration statement stop order with respect thereto has become effective or (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission (the “SEC”) or other governmental agency or court of competent jurisdiction for any reason, other than by reason of some act or omission by a holder of Registrable Securitiesthereto.

Required Registration. (a) At any time on or after the Exercise Date and on or before the five (5) year anniversary of the Base Datetime, but in no event on not more than one (1) occasion, upon the written request of the holders of the Registrable Securities representing a Majority of such Registrable Securitiessecurities, the Company will use its Reasonable Best Efforts best efforts to effect the registration of the respective shares of the holders of Registrable Securities under the Securities Act to the extent requisite to permit the public disposition thereof as expeditiously as reasonably possible, but in no event later than 120 90 days from the date of such request. (b) Registration of Registrable Securities under this Section 8.2 15.2 shall be on such appropriate registration form: (i) as shall be selected by the Company, and (ii) as shall permit the public disposition of such Registrable Securities in accordance with this Section 8.215.2. The Company agrees to include in any such registration statement all information which the requesting holders of Registrable Securities shall reasonably request, which is required to be contained therein. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.215.2. (c) A registration requested pursuant to this Section 8.2 15.2 shall not be deemed to have been effected: (i) unless a registration statement with respect thereto has become effective or (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission (the “SEC”) or other governmental agency or court of competent jurisdiction for any reason, other than by reason of some act or omission by a holder of Registrable Securities.

Required Registration. (a) At any time on or after the Exercise Date date of commencement of sales pursuant to the final Prospectus Supplement (as defined in the Underwriting Agreement) and on or before the five (5) year anniversary of the Base Expiration Date, but in no event on more than one (1) occasionoccasion at the Company’s expense and a separate one (1) occasion at the expense of the Majority of such Registrable Securities, upon the written request of the holders of the Registrable Securities representing a Majority of such Registrable Securities, the Company will use its Reasonable Best Efforts to effect the registration of the respective shares of the holders of Registrable Securities under the Securities Act to the extent requisite to permit the public disposition thereof as expeditiously as reasonably possible, but in no event later than 120 days from the date of such request. (b) Registration of Registrable Securities under this Section 8.2 shall be on such appropriate registration form: (i) as shall be selected by the Company, and (ii) as shall permit the public disposition of such Registrable Securities in accordance with this Section 8.2. The Company agrees to include in any such registration statement all information which the requesting holders of Registrable Securities shall reasonably request, which is required to be contained therein. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.2. (c) A registration requested pursuant to this Section 8.2 shall not be deemed to have been effected: (i) unless a registration statement with respect thereto has become effective or (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission (the “SEC”) or other governmental agency or court of competent jurisdiction for any reason, other than by reason of some act or omission by a holder of Registrable Securities.

Required Registration. (a) At any time on or after the Exercise Date and on or before earlier of (1) the five (5) year anniversary filing of the Base Dateregistration statement pertaining to the Qualified Offering and (2) January 1, 2008, but in no event on more than one (1) occasion, upon the written request of the holders of the Registrable Securities representing a Majority of such Registrable Securities, the Company will use its Reasonable Best Efforts to effect the registration of the respective shares of the holders of Registrable Securities under the Securities Act to the extent requisite to permit the public disposition thereof as expeditiously as reasonably possible, but . If required by holders of a Majority of the Registrable Securities this Registration right specifically permits inclusion in no event later than 120 days from the date of such requestregistration statement pertaining to the Qualified Offering. (b) Registration of Registrable Securities under this Section 8.2 shall be on such appropriate registration form: (i) as shall be selected by the Company, and (ii) as shall permit the public disposition of such Registrable Securities in accordance with this Section 8.2. The Company agrees to include in any such registration statement all information which the requesting holders of Registrable Securities shall reasonably request, which is required to be contained therein7.2. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.27.2. (c) A registration requested pursuant to this Section 8.2 7.2 shall not be deemed to have been effected: (i) unless a registration statement with respect thereto has become effective or (ii) if, it after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission (the “SEC”) or other governmental agency or court of competent jurisdiction for any reason, other than by reason of some act or omission by a holder of Registrable Securities.

Required Registration. (a) At any time on or after the Exercise Date first anniversary of the date hereof and on or before the five (5) year anniversary of the Base Expiration Date, but in no event on more than one (1) occasion, upon the written request of the holders of the Registrable Securities representing a Majority of such Registrable Securitiesthereof, the Company will shall use its Reasonable Best Efforts best efforts to effect the registration of the respective shares of the holders of Registrable Securities under the Securities Act to the extent requisite to permit the public disposition thereof as expeditiously as reasonably possible, but in no event later than 120 days from after the date of such request. (b) Registration of Registrable Securities under this Section 8.2 shall be on such appropriate registration form: (i) as shall be selected by the Company, and (ii) as shall permit the public disposition of such Registrable Securities in accordance with this Section 8.2. The Company agrees to shall include in any such registration statement all information which that the requesting holders of Registrable Securities shall reasonably request, which that is required to be contained therein. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.2, except for fees and costs of counsel to the holders of Registrable Securities. (c) A registration requested pursuant to this Section 8.2 shall not be deemed to have been effected: (i) unless a registration statement with respect thereto has become effective or (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission (the “SEC”) or other governmental agency or court of competent jurisdiction for any reason, other than by reason of some act or omission by a holder of Registrable Securities.

Required Registration. (a) At any time If the Registrable Securities have not been registered for resale by the Company on or after prior to the Exercise Date and on or before the five (5) one year anniversary of the Base date hereof (the “One Year Anniversary Date”), but in no event on more than one (1) occasion, upon the written request of the holders of the Registrable Securities representing a Majority of such Registrable Securities, then the Company will use its Reasonable Best Efforts to effect the registration of the respective shares of the holders of Registrable Securities under the Securities Act to the extent requisite to permit the public disposition thereof as expeditiously as reasonably possiblepossible thereafter, but in no event later than 120 days from the date of such requestOne Year Anniversary Date. (b) Registration of Registrable Securities under this Section 8.2 4.2 shall be on such appropriate registration form: (i) as shall be selected by the Company, and (ii) as shall permit the public disposition of such Registrable Securities in accordance with this Section 8.24.2. The Company agrees to include in any such registration statement all information which the requesting holders of Registrable Securities shall reasonably request, which is required to be contained therein. The Company will pay all Registration Expenses in connection with each any registration of Registrable Securities pursuant to this Section 8.24.2. (c) A registration requested pursuant to this Section 8.2 4.2 shall not be deemed to have been effected: (i) unless a registration statement with respect thereto has become effective or (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission (the “SEC”) or other governmental agency or court of competent jurisdiction for any reason, other than by reason of some act or omission by a holder of Registrable Securities.

Required Registration. (a) At any time on or after the Exercise Vesting Date and on or before the five (5) year anniversary of the Base Expiration Date, but in no event on not more than one (1) occasion, upon the written request of the holders of the Registrable Securities representing a Majority of such Registrable Securitiessecurities, the Company will use its Reasonable Best Efforts best efforts to effect the registration of the respective shares of the holders of Registrable Securities under the Securities Act to the extent requisite to permit the public disposition thereof as expeditiously as reasonably possible, but in no event later than 120 150 days from the date of such request. (b) Registration of Registrable Securities under this Section 8.2 shall be on such appropriate registration form: (i) as shall be selected by the Company, and (ii) as shall permit the public disposition of such Registrable Securities in accordance with this Section 8.2. The Company agrees to include in any such registration statement all information which the requesting holders of Registrable Securities shall reasonably request, which is required to be contained therein. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.2. (c) A registration requested pursuant to this Section 8.2 shall not be deemed to have been effected: (i) unless a registration statement with respect thereto has become effective or (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission (the “SEC”) or other governmental agency or court of competent jurisdiction for any reason, other than by reason of some act or omission by a holder of Registrable Securities.

Required Registration. (a) At any time on or after the Exercise six (6) month anniversary of the Base Date and on or before the five (5) year anniversary of the Base Date, but in no event on not more than one two (12) occasionoccasions (the Registration Expenses associated with a second required registration effected (as described in Section 8.2(c)) pursuant to this Section 8.2(a) shall be payable by the Holder pursuant to Section 8.6), upon the written request of the holders of the Registrable Securities representing a Majority of such Registrable Securitiessecurities, the Company will use its Reasonable Best Efforts commercially reasonable best efforts to effect the registration of the respective shares of the holders of Registrable Securities under the Securities Act to the extent requisite to permit the public disposition thereof as expeditiously as reasonably possible, but in no event later than 120 ninety (90) days from the date of such request. (b) Registration of Registrable Securities under this Section 8.2 shall be on such appropriate registration form: (i) as shall be selected by the Company, and (ii) as shall permit the public disposition of such Registrable Securities in accordance with this Section 8.2. The Company agrees to include in any such registration statement all information which the requesting holders of Registrable Securities shall reasonably request, which is required to be contained therein. The Company will pay all Registration Expenses in connection with each the first, and only the first, required registration of Registrable Securities effected (as described in Section 8.2(c)) pursuant to this Section 8.2. (c) A registration requested pursuant to this Section 8.2 shall not be deemed to have been effected: (i) unless a registration statement with respect thereto has become effective or (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission (the “SEC”) or other governmental agency or court of competent jurisdiction for any reason, other than by reason of some act or omission by a holder of Registrable Securities.

Required Registration. (a) At any time on or after the Exercise 180th day following the Base Date and on or before the five (5) year anniversary of the Base Date, but in no event on more than one (1) occasion, except at the sole expense of the holders of the Registrable Securities, upon the written request of the holders of the Registrable Securities representing a Majority of such Registrable Securities, the Company will use its Reasonable Best Efforts to effect the registration of the respective shares of the holders of Registrable Securities under the Securities Act to the extent requisite to permit the public disposition thereof as expeditiously as reasonably possible, but in no event later than 120 days from the date of such request. (b) Registration of Registrable Securities under this Section 8.2 shall be on such appropriate registration form: (i) as shall be selected by the Company, and (ii) as shall permit the public disposition of such Registrable Securities in accordance with this Section 8.2. The Company agrees to include in any such registration statement all information which the requesting holders of Registrable Securities shall reasonably request, which is required to be contained therein. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.2. (c) A registration requested pursuant to this Section 8.2 shall not be deemed to have been effected: (i) unless a registration statement with respect thereto has become effective or (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission (the “SEC”) or other governmental agency or court of competent jurisdiction for any reason, other than by reason of some act or omission by a holder of Registrable Securities.

Required Registration. (a) At any time on or after the Exercise Base Date and on or before the five (5) year anniversary of the Base Date, but in no event on not more than one two (12) occasionoccasions, upon the written request of the holders of the Registrable Securities representing a Majority of such Registrable Securitiessecurities, the Company will use its Reasonable Best Efforts best efforts to effect the registration of the respective shares of the holders of Registrable Securities under the Securities Act of 1933, as amended (the “Securities Act”) to the extent requisite to permit the public disposition thereof as expeditiously as reasonably possible, but in no event later than 120 days from the date of such request. (b) Registration of Registrable Securities under this Section 8.2 shall be on such appropriate registration form: (i) as shall be selected by the Company, and (ii) as shall permit the public disposition of such Registrable Securities in accordance with this Section 8.2. The Company agrees to include in any such registration statement all information which the requesting holders of Registrable Securities shall reasonably request, which is required to be contained therein. The Company will pay all Registration Expenses in connection with each the effected required registration (as described in Section 8.2(c)) of Registrable Securities in no more than one (1) occasion pursuant to this Section 8.2. (c) A registration requested pursuant to this Section 8.2 shall not be deemed to have been effected: (i) unless a registration statement with respect thereto has become effective or (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission (the “SEC”) or other governmental agency or court of competent jurisdiction for any reason, other than by reason of some act or omission by a holder of Registrable Securities.

Required Registration. (a) At any time on or after the Exercise one (1) year anniversary of the Base Date and on or before the five (5) year anniversary of the Base Date, but in no event on not more than one two (12) occasionoccasions (the Registration Expenses associated with a second required registration effected (as described in Section 8.2(c)) pursuant to this Section 8.2(a) shall be payable by the Holder pursuant to Section 8.5), upon the written request of the holders of the Registrable Securities representing a Majority of such Registrable Securitiessecurities, the Company will use its Reasonable Best Efforts best efforts to effect the registration of the respective shares of the holders of Registrable Securities under the Securities Act to the extent requisite to permit the public disposition thereof as expeditiously as reasonably possible, but in no event later than 120 one hundred-twenty (120) days from the date of such request. (b) Registration of Registrable Securities under this Section 8.2 shall be on such appropriate registration form: (i) as shall be selected by the Company, and (ii) as shall permit the public disposition of such Registrable Securities in accordance with this Section 8.2. The Company agrees to include in any such registration statement all information which the requesting holders of Registrable Securities shall reasonably request, which is required to be contained therein. The Company will pay all Registration Expenses in connection with each the first, and only the first, required registration of Registrable Securities effected (as described in Section 8.2(c)) pursuant to this Section 8.2. (c) A registration requested pursuant to this Section 8.2 shall not be deemed to have been effected: (i) unless a registration statement with respect thereto has become effective or (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission (the “SEC”) or other governmental agency or court of competent jurisdiction for any reason, other than by reason of some act or omission by a holder of Registrable Securities.