Common use of S-3 Registrations Clause in Contracts

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 for an offering estimated to result in aggregate offering proceeds of at least $1,000,000, net of underwriting discounts and commissions, the Company shall promptly give notice of such proposed registration to all Holders of Registrable Securities, Founders and Baby-C Holders and the Company shall, as expeditiously as possible, use all reasonable efforts to effect the registration on Form S-3 of the Registrable Securities which the Company has been requested to register (i) in such request and (ii) in any response given within 15 days to a notice from the Company pursuant to this Section 2.6. Notwithstanding the foregoing, however, the Company shall not be required to effect more than two such registration pursuant to this Section 2.6 in any 12 month period. The substantive provisions of Section 2.4(b) shall be applicable to each registration initiated under this Section 2.6. Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 2.6: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to such service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company within ten days of the receipt of the request of such Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within 90 days (or 60 days in the case of a registration with respect to a Rule 145 transaction) of receipt of such request (other than with respect to a registration statement relating to an employee benefit plan); (iii) during the period starting with the date 60 days prior to the Company's estimated date of filing of, and ending on the date three months (or the date a Rule 145 transaction is consummated in the case of a registration relating to such transaction) immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Company shall furnish to such Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company's obligation to use all reasonable efforts to file a registration statement shall be deferred for a period not to exceed 120 days from the receipt of the request to file such registration by such Holder, provided, however, that the Company may not utilize the right set forth in this clause (iv) more than once in any 12 month period). The Company may include in the registration under this Section 2.6 any other shares of Common Stock (including issued and outstanding shares of Common Stock as to which the holders thereof have contracted with the Company for "piggyback" registration rights pursuant to Section 2.5 hereof or any other similar agreement) so long as the inclusion in such registration of such shares will not, in the opinion of the managing underwriter (or in the reasonable opinion of the Company in the event that the offering is not underwritten), 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 2.6. 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 necessary by the managing underwriter (or the Company if the offering is not underwritten), and all other shares of Common Stock held by other parties shall be excluded before the exclusion of any shares of Registrable Securities held by the Holders who desire to have their shares included in the registration and offering. If, as contemplated above, and after excluding all other shares of Common Stock held by other parties, shares of the Common Stock of the Holders are to be excluded, the number of shares of Common Stock of each participating Holder which are to be excluded shall be proportionate to the number of shares which such party is seeking to register. Registrations effected pursuant to this Section 2.6 shall not be construed as registrations effected pursuant to Section 2.4 or 2.5.

S-3 Registrations. If 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 SEC Commission rules) to undertake a Form an S-3 or equivalent short-form registration, regardless of its designation, and any related qualification or compliance, registration of its securities by the Holders of Registrable Securities for an offering estimated to result in aggregate offering proceeds of at least $1,000,000, net of underwriting discounts and commissionsSecurities, the Company shall promptly give notice of such proposed registration to all Holders of Registrable Securities, Founders and Baby-C Holders Securities and the Company shall, as expeditiously as possible, use all reasonable its best efforts to effect the registration on Form S-3 of the Registrable Securities which the Company has been requested to register (ia) in such each request and (iib) in any response given within 15 twenty (20) days to a of the receipt of the notice from the Company pursuant to this Section 2.65.3, 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 two such registration pursuant to this Section 2.6 in any 12 month period. The substantive provisions $5,000,000 (net of Section 2.4(b) shall be applicable to each registration initiated under this Section 2.6. Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 2.6: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to such service in such jurisdiction underwriting discounts and except as may be required by the Securities Act; (ii) if the Company within ten days of the receipt of the request of such Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within 90 days (or 60 days in the case of a registration with respect to a Rule 145 transaction) of receipt of such request (other than with respect to a registration statement relating to an employee benefit plan); (iii) during the period starting with the date 60 days prior to the Company's estimated date of filing of, and ending on the date three months (or the date a Rule 145 transaction is consummated in the case of a registration relating to such transaction) immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Company shall furnish to such Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company's obligation to use all reasonable efforts to file a registration statement shall be deferred for a period not to exceed 120 days from the receipt of the request to file such registration by such Holder, provided, however, that the Company may not utilize the right set forth in this clause (iv) more than once in any 12 month periodcommissions). The Company may include in the registration under this Section 2.6 5.3 any other shares of Common Stock (including issued and outstanding shares of Common Stock as to which the holders thereof have contracted with the Company for "piggyback" registration rights pursuant to Section 2.5 hereof or any other similar agreement) so long as the inclusion in such registration of such shares will not, in the opinion of the managing underwriter (or in the reasonable opinion of the Company in the event that the offering is not underwritten)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 2.65.3. 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 necessary appropriate by the managing underwriter (or the Company if the offering is not underwritten)underwriter, and all other shares of Common Stock held by other parties shall be excluded before the exclusion of any shares of Registrable Securities held by the Holders who desire to have their shares included in the registration and offering. If, as contemplated above, and after excluding all other shares of Common Stock held by parties other partiesthan the Holders, shares of the Common Stock Registrable Securities of the Holders are shall be included in such underwriting, up to be excludedthe total number deemed advisable by the managing underwriter, by allocating among the Holders of Registrable Securities requesting registration in proportion, as nearly as practicable, to the total number of shares Registrable Securities held by such Holders at the time of Common Stock filing of each participating Holder which are to be excluded shall be proportionate to the number of shares which such party is seeking to register. Registrations effected pursuant to this Section 2.6 shall not be construed as registrations effected pursuant to Section 2.4 or 2.5registration statement.

S-3 Registrations. If If, at any time or from time to time after the Company Corporation is requested (and qualifies eligible under applicable SEC rules) Commission rules to undertake use a Form S-3 or equivalent "short-form registration, regardless form" registration (a "FORM S-3") of its designationSecurities, and the Corporation is requested in writing by any related qualification or compliance, Holder of its securities by the Holders of Registrable Securities for an offering estimated then outstanding to result in aggregate offering proceeds undertake a registration (including, without limitation, by means of at least $1,000,000, net of underwriting discounts and commissionsa shelf registration pursuant to Rule 415 under the Securities Act if the Corporation is then eligible to use such a registration), the Company Corporation shall promptly give notice of such proposed registration to all Holders of Registrable Securities, Founders Securities and Baby-C such Holders and the Company shallshall have twenty (20) days to include their shares of Registrable Securities in such registration request. The Corporation shall file, as expeditiously as possible, use all reasonable efforts to effect the but in no event more than forty-five (45) days after such twentieth date (20th) date, a registration statement on Form S-3 (a "S-3 REGISTRATION STATEMENT") of the Registrable Securities which the Company Corporation has been requested to register and thereafter shall use its best efforts to obtain effectiveness of such S-3 Registration Statement as soon as practicable. Notwithstanding the foregoing (i) in such request and (ii) in any response given within 15 days to a notice from the Company pursuant to this Section 2.6. Notwithstanding the foregoing, however, the Company Corporation 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 two such registration pursuant to this Section 2.6 in any 12 month period. The substantive provisions $2,000,000 (net of Section 2.4(bunderwriting discounts and commissions), (ii) shall be applicable to each registration initiated under this Section 2.6. Notwithstanding the foregoing, the Company Corporation shall not be obligated to take any action to effect more than four (4) such registrations pursuant to this Section 2.6: (i) 3.3 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to such service in such jurisdiction twelve-month period and except as may be required by the Securities Act; (ii) if the Company within ten days of the receipt of the request of such Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within 90 days (or 60 days in the case of a registration with respect to a Rule 145 transaction) of receipt of such request (other than with respect to a registration statement relating to an employee benefit plan); (iii) during the Corporation shall have the right to defer any such requested registration once in any twelve-month period, for a period starting with the date 60 days prior of up to the Company's estimated date of filing offorty-five (45) days, and ending on the date three months (or the date a Rule 145 transaction is consummated if in the case of a registration relating to such transaction) immediately following, the effective date of any registration statement pertaining to securities opinion of the Company (other than a registration of securities with respect to an employee benefit plan)Board, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Company shall furnish to such Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders Corporation for registration statements to be filed in the near future, then the Company's obligation to use all reasonable efforts to file a registration statement to be filed. The Corporation shall be deferred use its best efforts to keep any shelf registration statement continuously effective for a period not to exceed 120 days from the receipt until all of the request Registrable Securities registered thereunder become eligible for resale without volume restrictions pursuant to file Rule 144 under the Securities Act (such period being called the "SHELF REGISTRATION PERIOD"). Notwithstanding the foregoing, if in the opinion of the Board, it would be seriously detrimental to maintain the effectiveness of any shelf registration by statement, the Corporation may allow such Holder, provided, however, that shelf registration statement to fail to be effective or the Company may not utilize the right set forth in this clause prospectus contained therein to be unusable as a result of such nondisclosure for up to sixty (iv60) more than once days in any 12 twelve-month period)period during the Shelf Registration Period. The Company Corporation may include in the registration under this Section 2.6 3.3 any other shares of Common Stock (including issued and outstanding shares of Common Stock as to which the holders thereof have contracted with the Company for "piggyback" registration rights pursuant to Section 2.5 hereof or any other similar agreement) so long as the inclusion in such registration of such shares will not, in the opinion of the managing underwriter (or in the reasonable opinion of the Company in the event that the offering is not underwritten)underwriter, if any, 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 2.63.3. 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 Corporation shall be excluded to the extent deemed necessary appropriate by the managing underwriter (or the Company underwriter, if the offering is not underwritten)any, and all other shares of Common Stock held by other parties shall be excluded before the exclusion of any shares of Registrable Securities held by the Holders who desire to have their shares included in the registration and offering. If, as contemplated above, and after excluding all other shares of Common Stock held by parties, other partiesthan the Holders, shares of the Common Stock Registrable Securities of the Holders are to be excluded, the number of shares of Common Stock Registrable Securities of each participating Holder which are to be excluded included shall be proportionate proportionate, as nearly as practicable, to the number of shares which included for the other participating Holders, based upon the total number of the Registrable Securities held by such party is seeking to register. Registrations effected pursuant to this Section 2.6 shall not be construed as registrations effected pursuant to Section 2.4 or 2.5Holders at the time of filing of the registration statement.

S-3 Registrations. If At any time after the Company is requested becomes eligible to file a registration statement on Form S-3, a Stockholder or group of Stockholders in the aggregate holding at least ten percent (and qualifies under applicable SEC rules10%) to undertake a of the then outstanding Registrable Securities may request, in writing, that the Company effect the registration on 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 Securities. Upon receipt of any request for an offering estimated registration pursuant to result in aggregate offering proceeds of at least $1,000,000, net of underwriting discounts and commissionsthis Section 6.1(c), the Company shall promptly give written notice of such proposed registration to all Holders other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within thirty (30) days after the Company provides its notice, to elect to have included in such registration such of their Registrable SecuritiesSecurities as such Stockholders may request in such notice of election, Founders and Baby-C Holders and subject in the case of an underwritten offering to the terms of Section 6.2. Thereupon, the Company shall, as expeditiously as possible, use all its commercially reasonable efforts to effect the registration on Form S-3 of the all Registrable Securities which the Company has been requested to register (i) in such request and (ii) in any response given within 15 days to a notice from the Company pursuant to this Section 2.6so register. Notwithstanding the foregoing, however, no Stockholder shall have the right to require the Company shall not be required to effect more than two such registration pursuant to this Section 2.6 in any 12 month period. The substantive provisions of Section 2.4(b) shall be applicable to each registration initiated file a Registration Statement on Form S-3 under this Section 2.6. Notwithstanding 6.1(c) if such Stockholder was given the foregoing, opportunity to register all of such Stockholder’s Registrable Securities on a Registration Statement filed by the Company shall not be obligated to take any action pursuant to Section 6.1(a) above or this Section 2.6: 6.1(c) within the one hundred and twenty (i120) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to such service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company within ten days of the receipt of the request of such Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within 90 days (or 60 days in the case of a registration with respect to a Rule 145 transaction) of receipt of immediately preceding such request (other than with respect to a registration statement relating to an employee benefit plan); (iii) during the period starting with the date 60 days prior to the Company's estimated date of filing of, and ending on the date three months (or the date a Rule 145 transaction is consummated in the case of a registration relating to such transaction) immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities with respect to an employee benefit plan), provided further that the Company is actively employing in good faith all reasonable efforts to cause such may delay effecting a registration statement to become effective; or (iv) if the Company shall furnish to such Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements on Form S-3 requested to be filed in the near future, then the Company's obligation to use all reasonable efforts to file by a registration statement shall be deferred Stockholder hereunder for a period not to exceed 120 seventy-five (75) days from if declaring such a registration statement effective would require the receipt of the request to file such registration by such Holder, provided, however, that the Company may not utilize the right set forth in this clause (iv) more than once in any 12 month period). The Company may include in the registration under this Section 2.6 any other shares of Common Stock (including issued and outstanding shares of Common Stock as to which the holders thereof have contracted with the Company for "piggyback" registration rights pursuant to Section 2.5 hereof or any other similar agreement) so long as the inclusion in such registration of such shares will not, in the opinion of the managing underwriter (or in the reasonable opinion of the Company in the event that the offering is not underwritten), 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 2.6. If it is determined as provided above that there will be such interference, the other shares of Common Stock sought to be included preparation by the Company shall of financial statements other than those required to be excluded filed by the Company pursuant to its quarterly and annual period reporting requirements pursuant to the extent deemed necessary by the managing underwriter (or the Company if the offering is not underwritten), and all other shares of Common Stock held by other parties shall be excluded before the exclusion of any shares of Registrable Securities held by the Holders who desire to have their shares included in the registration and offering. If, as contemplated above, and after excluding all other shares of Common Stock held by other parties, shares of the Common Stock of the Holders are to be excluded, the number of shares of Common Stock of each participating Holder which are to be excluded shall be proportionate to the number of shares which such party is seeking to register. Registrations effected pursuant to this Section 2.6 shall not be construed as registrations effected pursuant to Section 2.4 or 2.5Exchange Act.

S-3 Registrations. If the Company is requested (and qualifies under applicable SEC rules) by Holders 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 for an offering estimated to result in aggregate offering proceeds of at least $1,000,000, net of underwriting discounts and commissions, the Company shall promptly give notice of such proposed registration to all Holders of Registrable Securities, Founders and Baby-C Holders Securities and the Company shall, as expeditiously as possible, use all reasonable efforts to effect the registration on Form S-3 of the Registrable Securities which the Company has been requested to register (i) in such request and (ii) in any response given within 15 thirty (30) days to a notice from the Company pursuant to this Section 2.6. Notwithstanding the foregoing, however, the Company shall not be required to effect more than two one such registration pursuant to this Section 2.6 in any 12 twelve (12) month period. The substantive provisions of Section 2.4(b) shall be applicable to each registration initiated under this Section 2.6. Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 2.6: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to such service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company Company, within ten (10) days of the receipt of the request of such Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within 90 ninety (90) days for a public offering (or 60 sixty (60) days in the case of a registration with respect to a Rule 145 transaction) of receipt of such request (other than with respect to a registration statement relating to an employee benefit plan); (iii) during the period starting with the date 60 days prior to the Company's estimated date of filing of, and ending on the date three (3) months (or the date a Rule 145 transaction is consummated in the case of a registration relating to such transaction) immediately followingfollowing the filing of a registration statement for a public offering, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Company shall furnish to such Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company's obligation to use all reasonable efforts to file a registration statement shall be deferred for a period not to exceed 120 one hundred twenty (120) days from the receipt of the request to file such registration by such Holder, provided, however, that the Company may not utilize the right set forth in this clause (iv) more than once in any 12 twelve (12) month period). The Company may include in the registration under this Section 2.6 any other shares of Common Stock (including issued and outstanding shares of Common Stock as to which the holders thereof have contracted with the Company for "piggyback" registration rights pursuant to Section 2.5 hereof or any other similar agreement) so long as the inclusion in such registration of such shares will not, in the opinion of the managing underwriter (or in the reasonable opinion of the Company in the event that the offering is not underwritten), 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 2.6. 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 necessary by the managing underwriter (or the Company if the offering is not underwritten), and all other shares of Common Stock held by other parties shall be excluded before the exclusion of any shares of Registrable Securities held by the Holders who desire to have their shares included in the registration and offering. If, as contemplated above, and after excluding all other shares of Common Stock held by other parties, shares of the Common Stock of the Holders are to be excluded, the number of shares of Common Stock of each participating Holder which are to be excluded shall be proportionate to the number of shares which such party is seeking to register. Registrations effected pursuant to this Section 2.6 shall not be construed as registrations effected pursuant to Section 2.4 or 2.5.

S-3 Registrations. If If, at any time or from time to time after the first underwritten public offering pursuant to a registration statement filed under the Securities Act, 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 SEC Commission rules) to undertake a Form an S-3 or equivalent short-form registration, regardless of its designation, and any related qualification or compliance, registration of its securities by the Holders of Registrable Securities for an offering estimated to result in aggregate offering proceeds of at least $1,000,000, net of underwriting discounts and commissionsSecurities, the Company shall promptly give notice of such proposed registration to all Holders of Registrable Securities, Founders and Baby-C Holders Securities and the Company shall, as expeditiously as possible, use all reasonable its best efforts to effect the registration on Form S-3 of the Registrable Securities which the Company has been requested to register (ia) in such each request and (iib) in any response given within 15 twenty (20) days to a of the receipt of the notice from the Company pursuant to this Section 2.65.3, 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 two such registration pursuant to this Section 2.6 in any 12 month period. The substantive provisions $5,000,000 (net of Section 2.4(b) shall be applicable to each registration initiated under this Section 2.6. Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 2.6: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to such service in such jurisdiction underwriting discounts and except as may be required by the Securities Act; (ii) if the Company within ten days of the receipt of the request of such Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within 90 days (or 60 days in the case of a registration with respect to a Rule 145 transaction) of receipt of such request (other than with respect to a registration statement relating to an employee benefit plan); (iii) during the period starting with the date 60 days prior to the Company's estimated date of filing of, and ending on the date three months (or the date a Rule 145 transaction is consummated in the case of a registration relating to such transaction) immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Company shall furnish to such Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company's obligation to use all reasonable efforts to file a registration statement shall be deferred for a period not to exceed 120 days from the receipt of the request to file such registration by such Holder, provided, however, that the Company may not utilize the right set forth in this clause (iv) more than once in any 12 month periodcommissions). The Company may include in the registration under this Section 2.6 5.3 any other shares of Common Stock (including issued and outstanding shares of Common Stock as to which the holders thereof have contracted with the Company for "piggyback" registration rights pursuant to Section 2.5 hereof or any other similar agreement) so long as the inclusion in such registration of such shares will not, in the opinion of the managing underwriter (or in the reasonable opinion of the Company in the event that the offering is not underwritten)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 2.65.3. 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 necessary appropriate by the managing underwriter (or the Company if the offering is not underwritten)underwriter, and all other shares of Common Stock held by other parties shall be excluded before the exclusion of any shares of Registrable Securities held by the Holders who desire to have their shares included in the registration and offering. If, as contemplated above, and after excluding all other shares of Common Stock held by parties other partiesthan the Holders, shares of the Common Stock Registrable Securities of the Holders are shall be included in such underwriting, up to be excludedthe total number deemed advisable by the managing underwriter, by allocating among the Holders of Registrable Securities requesting registration in proportion, as nearly as practicable, to the total number of shares Registrable Securities held by such Holders at the time of Common Stock filing of each participating Holder which are to be excluded shall be proportionate to the number of shares which such party is seeking to register. Registrations effected pursuant to this Section 2.6 shall not be construed as registrations effected pursuant to Section 2.4 or 2.5registration statement.