Common use of Short-Form Registration Clause in Contracts

Short-Form Registration. After the Closing Date, any Investor who owned at least twenty-five percent (25%) of the Registrable Securities as of the Closing Date (after giving effect to the Closing) may at any time and from time to time, request in writing that Pubco register the resale of any or all of such Registrable Securities on Form S-3 or F-3 when such form becomes available or any similar short-form registration which may be available at such time (“Short Form Registration”); provided, however, that Pubco shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, Pubco will promptly give written notice of the proposed registration to all other Investors holding Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such Investors’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities, if any, of any other Investors joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Pubco; provided, however, that Pubco shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Short Form Registration is not available to Pubco for such offering; or (ii) if Investors holding Registrable Securities, together with the holders of any other securities of Pubco entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $1,000,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Short-Form Registration. After the Closing Date, any Investor who owned at least twenty-five percent (25%) of the subject to Section 2.4, Investors holding Registrable Securities as of the Closing Date (after giving effect to the Closing) may at any time and from time to time, request in writing that Pubco Purchaser register the resale of any or all of such Registrable Securities on Form S-3 or F-3 when such form becomes available or any similar short-form registration which may be available at such time (“Short Form Registration”); provided, however, that Pubco Purchaser shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, Pubco Purchaser will promptly give written notice of the proposed registration to all other Investors holding Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such Investors’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities, if any, of any other Investors joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from PubcoPurchaser; provided, however, that Pubco Purchaser shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Short Form Registration is not available to Pubco Purchaser for such offering; or (ii) if Investors holding Registrable Securities, together with the holders of any other securities of Pubco Purchaser entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $1,000,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Short-Form Registration. After the Closing DateClosing, any Investor who owned at least twenty-five percent (25%) of the subject to Section 2.4, Investors holding Registrable Securities as of the Closing Date (after giving effect to the Closing) may at any time and from time to time, request in writing that Pubco Purchaser register the resale of any or all of such Registrable Securities on Form S-3 or F-3 when such form becomes available or any similar short-form registration which may be available at such time (“Short Form Registration”); provided, however, that Pubco Purchaser shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, Pubco Purchaser will promptly give written notice of the proposed registration to all other Investors holding Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such Investors’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities, if any, of any other Investors joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from PubcoPurchaser; provided, however, that Pubco Purchaser shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Short Form Registration is not available to Pubco Purchaser for such offering; or (ii) if Investors holding Registrable Securities, together with the holders of any other securities of Pubco Purchaser entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $1,000,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.