S-3 Registrations. If at any time (i) the Persons holding at least 20% of the total number of outstanding Restricted Shares (assuming conversion of all shares of Convertible Preferred Stock) request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or a portion of Restricted Shares with an aggregate Fair Market Value as of the date of such request equal to at least $25,000,000, or, if the aggregate Restricted Shares have an aggregate Fair Market Value of less than $25,000,000, all of the remaining Restricted Shares and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Shares specified in such notice. Whenever the Company is required by this Section 7 to use its best efforts to effect the registration of Restricted Shares, each of the procedures and requirements of Section 5 (including but not limited to the requirement that the Company notify all holders of Restricted Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 7 within three months after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Shares shall have been entitled to join pursuant to Section 5 or 6 in which there shall have been effectively registered all Restricted Shares as to which registration shall have been requested. There is no limitation on the number of registrations pursuant to this Section 7 that the Company is obligated to effect.
S-3 Registrations. If at any time that the Company is eligible to use Form S-3 or any successor thereto, any Holder or Holders requests that the Company file a Registration Statement on Form S-3 or any successor thereto for a public offering of all or any portion of the Registrable Common Stock held by such Holders, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto (an "S-3 Registration"), for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registrable Common Stock specified in such notice; provided, however, that the Company shall have no obligation to register such shares of Registrable Common Stock pursuant to this Section if (based on the current market prices) the number of shares of Registrable Common Stock specified in such notice would not yield gross proceeds to the selling stockholders of at least $1,500,000. Whenever the Company is required by this Section 4 to use its best efforts to effect the registration of Registrable Common Stock, each of the procedures and requirements of Section 2 (including but not limited to the requirement that the Company notify all Holders from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. There is no limitation on the number of registrations pursuant to this Section 4 that the Company is obligated to effect.
S-3 Registrations. (a) Once the Company is eligible to effect a registration of its securities under Form S-3 (or successor form), the Holders will have the right to request and have effected (but only one registration per twelve month period) registrations of Registrable Securities on Form S-3 as long as the aggregate proposed offering price is not less $3 million for any such registration. Upon written request of Holders holding at least $3 million of Registrable Securities, the Company will promptly notify in writing all other Holders of Registrable Securities of such request, which Holders shall within twenty days following such notice from the Company, notify the Company in writing whether such persons desire to have Registrable Securities held by them included in such offering. Following the expiration of such twenty day period, the Company will use all reasonable efforts to cause the registration of all Registrable Securities proposed to be included in the offering on Form S-3 or such successor form to the extent so requested. Notwithstanding the above, the Company shall not be required under this Section 1.3 to include any of the Holders' Registrable Securities in any offering on Form S-3 which involves an underwriting unless such Holders accept the terms of such underwriting as agreed upon between the Company and the underwriters selected by it.
S-3 Registrations. If, at any time or from time to time after ----------------- the Initial Public Offering Date, the Company is requested in writing by the Holders of, in the aggregate, at least fifty percent (50%) of the Registerable Securities then outstanding (and qualifies under applicable Commission rules) to undertake an S-3 or equivalent short-form registration of its securities by the Holders of Registrable Securities, the Company shall promptly give notice of such proposed registration to all Holders of Registrable Securities and the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3 of the Registrable Securities which the Company has been requested to register (a) in each request and (b) in any response given within twenty (20) days of the receipt of the notice from the Company pursuant to this Section 5.3, provided -------- that the Company shall not be obligated to take any action to effect more than one such registration pursuant to this Section 5.3 in any twelve month period, and provided further that the Company shall have the right to defer such -------- registration for a period of up to seventy-five (75) days following the receipt of such a request if in the opinion of the Board of Directors of the Company, it would be seriously detrimental to the Company and the Stockholders for a registration statement to be filed. Notwithstanding the foregoing, however, the Company shall not be required to effect any registration hereunder unless the number of shares of Registrable Securities which Holders have requested to be included in such registration would result in an anticipated aggregate offering price of more than $5,000,000 (net of underwriting discounts and commissions). The Company may include in the registration under this Section 5.3 any other shares of Common Stock so long as the inclusion in such registration of such shares will not, in the opinion of the managing underwriter, interfere with the successful marketing in accordance with the intended method of sale or other disposition of all the shares of Registrable Securities sought to be registered by the Holder or Holders of Registrable Securities pursuant to this Section 5.3. If it is determined as provided above that there will be such interference, the other shares of Common Stock sought to be included by the Company shall be excluded to the extent deemed appropriate by the managing underwriter, and all other shares of Common Stock held by other...
S-3 Registrations. In addition to the rights under paragraph (a) above and without in any way limiting the rights of the Investors under Section 5(d) below, upon written request (a “S-3 Registration Request”) of an Investor, the Company shall use its best efforts to effect the registration of all or part of the Registrable Securities held by the Investor making a request pursuant to this paragraph (c) (a “S-3 Registration”); provided, however, that the Company shall be obligated to use best efforts to effect a registration requested pursuant to this paragraph (c) only if the Company is then eligible to file the related registration statement on Form S-3 (or any successor form) under the Securities Act. Each Investor shall be entitled to make an unlimited number of S-3 Registration Requests. The Company shall pay all Registration Expenses related to each registration requested pursuant to this Section 5(c). If and to the extent that any Investor shall have, at the time of delivery of the written request referred to in this paragraph, no present intention of selling or distributing such Registrable Securities, the Company shall be obligated to effect the registration of such Registrable Securities of such Investor only if and to the extent, in each case, that such registration is at the time permitted by the applicable statutes or rules and regulations thereunder or the practices of the governmental authority concerned.
S-3 Registrations. (a) In addition to the other rights of the Holders described herein, if at any time that the Company is eligible to use Form S-3 or any successor thereto, any Holder or Holders requests that the Company file a Registration Statement on Form S-3 or any successor thereto for a public offering of all or any portion of the Registrable Common Stock held by such Holders, then the Company shall use its best efforts to register under the Securities Act on Form S-3 (an "S-3 Registration") or any successor thereto, for public sale in accordance with the method of disposition specified in such notice from the Holder or Holders, the number of shares of Registrable Common Stock specified in such notice; provided, however, that the Company shall have no obligation to register such shares of Registrable Common Stock pursuant to this Section if (based on the current market prices) the number of shares of Registrable Common Stock specified in such notice would not yield gross proceeds to the selling stockholders of at least $500,000. Whenever the Company is required by this Section 4(a) to use its best efforts to effect the registration of Registrable Common Stock, each of the procedures and requirements of Section 2 (including but not limited to the requirement that the Company notify all Holders from whom notice has not been received and provide them with the opportunity to participate in the offering, but excluding the first sentence of Sections 2(a) and 2(b)) shall be deemed to apply to such registration. There is no limitation on the number of registrations pursuant to this Section 4(a) that the Company is obligated to effect.
S-3 Registrations. If the Company is requested (and qualifies ------------- under applicable SEC rules) to undertake a Form S-3 or equivalent short-form registration, regardless of its designation, and any related qualification or compliance, of its securities by the Holders of Registrable Securities holding in aggregate at least 2% of the Company's Common Stock for an offering estimated to result in aggregate offering proceeds of at least $500,000, net of allowances, discounts, and underwriting expenses, the Company shall promptly give notice of such proposed registration to all Holders of Registrable Securities and the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3 of the Registerable Securities which the Company has been requested to register (i) in each request and (ii) in any response given within twenty (20) days to a notice from the Company pursuant to this Section 2.5. Notwithstanding the foregoing, however, such registration shall be subject to the following:
S-3 Registrations. If at any time that the Company is eligible to use Form S-3 or any successor thereto, any Holder or Holders requests that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion but not less than $1 million of the Registrable Securities held by such Holders, then the Company shall use its best efforts to register under the Securities Act on Form S-3 (an "S-3 Registration") or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of Registrable Securities specified in such notice. The Holders shall indicate in their request whether they are exercising a Demand Registration or their right to request a registration on Form S-3 pursuant to this Section 4. Whenever the Company is required by this Section 4 to use its best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2 (including but not limited to the requirement that the Company notify all Holders from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. There is no limitation on the number of registrations pursuant to this Section 4 that the Company is obligated to effect.
S-3 Registrations. In addition to the rights under Sections 1.1(a) and Section 1.2, so long as the Parent is then eligible to file a registration statement on Form S-3 (or any successor form) under the Securities Act, then upon the written request by either the MassMutual Investors, BBI, or the Trivest Investors, the Parent shall use its best efforts to effect the registration (on such Form S-3 or any successor form) of the Registrable Securities of the holders making such request; provided that the Parent shall not be obligated to effect any such registration unless the reasonably anticipated price to the public of the Warrant Holder Registrable Securities and the Trivest Registrable Securities to be registered and sold pursuant thereto exceeds Two Million Dollars ($2,000,000). If so requested by either the Mass Mutual Investors, BBI, or the Trivest Investors, the Parent shall take such steps as are required to register such Warrant Holder Registrable Securities or Trivest Registrable Securities for sale on a delayed or continuous basis under Rule 415 under the Securities Act and to keep such registration effective for such period (but not longer than 90 days) as is necessary to permit the sale and distribution of such Warrant Holder Registrable Securities or Trivest Registrable Securities pursuant thereto. The Parent shall not be obligated to effect more than one registration requested pursuant to this Section 1.1(h) during any period of six consecutive months, nor shall it be obligated to effect any registration requested pursuant to this Section 1.1(h) within one hundred eighty (180) days after the effective date of any registration in which the holders of Warrant Holder Registrable Securities or Trivest Registrable Securities, shall have been permitted to participate fully under Section 1.2.
S-3 Registrations. Notwithstanding any provisions to the contrary set forth in this Agreement, the Investor shall have the right to demand an unlimited number of registrations of the Preferred Shares on Form S-3 only, provided that (i) the amount of Preferred Shares to be registered pursuant to each such demand shall not be less than One Million Dollars ($1,000,000); (ii) all expenses are borne by the Investor, excluding fees of Legal Counsel otherwise provided for in this Agreement; and (iii) the Investor continues to hold beneficially at least 200,000 issued and outstanding Preferred Shares and such shares are not freely transferable under Rule 144 without any discount in price due to the volume or other limitations imposed by such Rule. As promptly as practicable after the receipt of a written demand from the Investor, the Company shall prepare and file a Registration Statement with the Securities and Exchange Commission on Form S-3, and shall use its best efforts to cause such Registration Statement to be declared effective by the SEC as promptly as practicable.
