Common use of Company Registration Clause in Contracts

Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. (i) If the Company shall determine to register any of its equity securities either for its own account or for the account of a security holder or holdersOther Stockholders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, or a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Commission Rule 145 transaction, or a registration on any registration form that which does not permit secondary salessales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company will:

Company Registration. (a) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights (other than pursuant to Section 1.2 or 1.5 hereof), other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, or a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. (i) If the Company shall determine to register any of its equity securities either for its own account or the account of a security holder or holdersany Other Stockholders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, or a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Commission Rule 145 transaction, or a registration on any registration form that which does not permit secondary salessales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company will:

Company Registration. (i) If the Company shall determine to register any of its equity securities either for its own account or for the account of a security holder or holdersOther Stockholders, other than a registration pursuant relating solely to Section 2.1 benefit plans, or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Commission Rule 145 transaction, or a registration on any registration form that which does not permit secondary salessales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company will:

Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. (i) If the Company shall determine to register any of its equity securities either for its own account or for the account of a security holder or holdersOther Stockholders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, or a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Rule 145 transactiontransaction under the Securities Act, or a registration on any registration form that which does not permit secondary salessales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company will:

Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section Sections 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. (a) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights (other than pursuant to Section 1.2 or 1.5 hereof), other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, plans or a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. (a) If the Company shall determine to register any of its securities either for its own account or for the account of a security holder or holdersholders exercising their respective demand registration rights, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, plans or a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Commission Rule 145 transaction, transaction or a registration on any registration form that which does not permit secondary salessales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company will:

Company Registration. 1. If the Company shall determine to register any of its equity securities either for its own account or for the account of a security holder or holdersOther Stockholders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, or a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Commission Rule 145 transaction, or a registration on any registration form that which does not permit secondary salessales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company will:

Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. (a) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Commission Rule 145 transaction, or a registration on any registration form that which does not permit secondary salessales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company will:

Company Registration. (a) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, or a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Commission Rule 145 transaction, transaction or a registration on any registration form that which does not permit secondary salessales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company will:

Company Registration. (a) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.3Sections 1.1, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of non-convertible debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. (a) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, or a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Commission Rule 145 transaction, or a registration on any registration form that which does not permit secondary sales, the Company will:

Company Registration. (a) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, or a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Commission Rule 145 transaction, or a registration on any registration form that which does not permit secondary salessales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company will:

Company Registration. (i) If the Company shall determine determines to register Register any of its equity securities either for its own account or for the account of a security holder or holdersOther Stockholders, other than a registration pursuant to Section 2.1 or 2.3, a registration Registration relating solely to employee benefit plans, or a registration Registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Commission Rule 145 transaction, or a registration Registration on any registration form that which does not permit secondary salessales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company willshall:

Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other transaction under Rule 145 transactionunder the Securities Act, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. (i) If the Company shall determine to register any of its equity securities either for its own account or for the account of a security holder or holdersOther Stockholders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, or a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Commission Rule 145 transaction, or a registration on any registration form that (including Form S-4) which does not permit secondary salessales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company will:

Company Registration. (a) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights (other than pursuant to Section 1.2 or 1.5 hereof), other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, or a registration relating to a corporate reorganization or other Rule 145 transactiontransaction on Form S-4, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights (other than pursuant to Section 1.2 hereof), other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, or a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that which does not permit secondary sales, or the first registration under the Securities Act filed by the Company for an offering of its securities to the general public, the Company will:

Company Registration. 3.1. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising any demand registration rights, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, or a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Rule 145 (under the Securities Act) transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. (a) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights (other than pursuant to Section 1.2 hereof), other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, or a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Commission Rule 145 transaction, or a registration on any registration form that which does not permit secondary sales, the Company will:

Company Registration. (i) If the Company shall determine to register any of its equity securities either for its own account or for the account of a security holder or holdersOther Stockholders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, or a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Commission Rule 145 transaction, or a registration on any registration form that (including Form S-4) which does not permit secondary sales, the Company will:

Company Registration. (a) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, or a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Commission Rule 145 transaction, transaction or a registration on any registration form that which does not permit secondary salessales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company willCompany:

Company Registration. (a) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersaccount, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, or a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company willshall:

Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, or a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. (a) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights (other than pursuant to Section 1.3 or 1.6 hereof), other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plansplans on Form X-0, a registration relating to the offer and sale of debt securities, Xxxx X-0 or any successor Forms or a registration relating to a corporate reorganization or other Rule 145 transactiontransaction on Form S-4 or any successor to Form S-4, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. (a) If at any time or from time to time the Company shall determine to register any of its securities securities, either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.3, (i) a registration relating solely to employee benefit plans, or (ii) a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Commission Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. (a) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights (other than pursuant to Section 2.1 hereof), other than a registration pursuant to Section 2.1 or 2.3, a registration statement on Form S-8 relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, or a registration relating to a corporate reorganization or other transaction under Rule 145 transaction145, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. If the Company shall determine to register the offer and sale of any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of non-convertible debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. (a) If the Company shall Company, in its sole discretion, will determine to register any of its securities the Company’s securities, either for its the Company’s own account or for the account of a security holder Holder or holdersHolders exercising their respective demand registration rights (other than pursuant to Section 1.1, other than a registration pursuant to Section 2.1 or 2.31.4, other than a registration relating solely to employee benefit plans, other than a registration relating to the offer and sale of debt securities, other than a registration relating to a corporate reorganization or other Rule 145 transactiontransaction on Form S-4 , or and other than a registration on any registration form that does not permit secondary sales), then the Company will:

Company Registration. (a) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights (other than pursuant to Section 1.2 hereof), other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, or a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Commission Rule 145 transaction, or a registration on any registration form that Form which does not permit secondary sales, the Company will:

Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 filed on Form S-8 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transactionForm S-4, or their successors, or any other form for a registration on similar limited purpose, or any registration form that does not permit secondary salescovering only securities proposed to be issued in exchange for securities or assets of another corporation, the Company will:

Company Registration. (A) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights (other than pursuant to Section 2.1 hereof), other than a registration pursuant to Section 2.1 or 2.3, a registration statement on Form S-8 relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, or a registration relating to a corporate reorganization or other transaction under Rule 145 transaction145, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. a. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holderssecurities, other than a registration pursuant to Section 2.1 its initial public offering, or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, or a registration relating to a corporate reorganization or other transactions under Rule 145 transaction145, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. (a) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights (other than pursuant to Sections 1.2 or 1.5 hereof), other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Rule 145 transaction, transaction or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. (a) If at any time or from time to time the Company shall determine to register any of its securities securities, either for its own account or the account of a security holder or holdersany stockholder, other than a registration pursuant to Section 2.1 or 2.3, (i) a registration relating solely to employee benefit plans, (ii) a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Commission Rule 145 transaction, or (iii) a registration on any registration form that does not permit secondary salespursuant to Section 3.1 or Section 3.2 hereof, the Company will:

Company Registration. If the Company shall determine to register any of its securities under the Securities Act in connection with a public offering of securities for cash either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. If (a) If, during the Rights Period, the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securitiesplans on Form S-8 or any successor form, a registration relating to a corporate reorganization or other Rule 145 transactiontransaction on Form S-4 or any successor form, or a registration on any registration form that does not permit secondary salespursuant to Section 1.2, the Company will:

Company Registration. 3.1.1 If the Company shall determine to register any of its securities either for its own account or for the account of a security holder or holdersholders exercising their respective demand registration fights, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, plans or a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other transaction of the type specified in Rule 145 transaction, under the Securities Act or a registration on any registration form that which does not permit secondary salessales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company will:

Company Registration. (a) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, holders (other than a registration pursuant to Section 2.1 or 2.32.3 hereof), other than a registration relating solely to employee benefit plans, or a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. (a) If at any time or from time to time the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their registration rights pursuant to Section 1.4 or 1.7, other than a registration pursuant to Section 2.1 or 2.3, (i) a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, plans or a registration relating to a corporate reorganization or other transaction under Rule 145 transaction145, or (ii) a registration on any registration form that does not permit secondary salesin which the only equity security being registered is Common Stock issuable upon conversion of debt securities which are also being registered, the Company will:

Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.32.2, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.32.1, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. (i) If the Company shall determine to register any of its equity securities either for its own account or the account of a security holder or holdersfor any Other Stockholders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, or a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Commission Rule 145 transaction, or a registration on any registration form that which does not permit secondary sales, the Company will:

Company Registration. (a) If the Company shall determine to register any of its securities securities, either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.3, (1) a registration relating solely to employee benefit plans, (2) a registration relating to the offer and sale of debt securities, (3) a registration relating to a corporate reorganization or other Rule 145 transaction, transaction on Form S-4 or (4) a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. (a) If the Company shall Company, in its sole discretion, will determine to register any of its securities the Company’s securities, either for its the Company’s own account or for the account of a security holder Holder or holdersHolders exercising their respective demand registration rights (other than pursuant to Section 1.2, other than a registration pursuant to Section 2.1 or 2.31.5, other than a registration relating solely to employee benefit plans, other than a registration relating to the offer and sale of debt securities, other than a registration relating to a corporate reorganization or other Rule 145 transactiontransaction on Form S-4 , or and other than a registration on any registration form that does not permit secondary sales), then the Company will:

Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. If at any time or from time to time the Company shall determine to register any of its securities securities, either for its own account or for the account of a security holder or holders, holders (other than a registration pursuant to Section 2.1 or 2.3, in a registration relating solely to employee benefit plans, a registration relating on Form S-4 or S-8 (or such other similar successor forms then in effect under the Securities Act), a registration pursuant to which the offer and sale of debt Company is offering to exchange its own securities, a registration statement relating solely to a corporate reorganization dividend reinvestment or other Rule 145 transaction, similar plans or a registration on any registration form that does not permit secondary salespursuant to Section 5.2 or 5.3 hereof), the Company will:

Company Registration. (a) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights (other than pursuant to Section 1.2 or 1.5 hereof), other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, or a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. (a) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights (other than pursuant to Section 1.2 hereof), other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, or a registration relating to a corporate reorganization or other transaction under Rule 145 transaction145, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any form of registration form statement that does not permit secondary sales, the Company will:

Company Registration. If the Company shall determine to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. (a) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a the first registration pursuant to Section 2.1 of the Company's securities on Form S-1, or 2.3, a registration relating solely to employee benefit plans, or a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Commission Rule 145 transaction, or a registration on any registration form that which does not permit secondary salessales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of shares of the Common Stock, the Company will:

Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.32.3 hereof, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. If the Company shall determine to register (including without limitation for this purpose a registration by the Company for stockholders other than the Holders) any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating solely to the offer and sale of debt securities and the Common Stock that is issuable upon the conversion of such debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. (a) If the Company shall determine determines to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Commission Rule 145 transaction, or a registration on any registration form that which does not permit secondary salessales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company will:

Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.32.2 herein, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. (a) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights (other than pursuant to Section 1.3 or 1.6 hereof), other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plansplans on Form S-0, a registration relating to the offer and sale of debt securities, Xxxx X-0 or any successor Forms or a registration relating to a corporate reorganization or other Rule 145 transactiontransaction on Form S-4 or any successor to Form S-4, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. If (a) If, at any time the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other transaction under Rule 145 transaction145, or a registration on any registration form that does not permit secondary salessales (an "EXCLUDED REGISTRATION"), the Company will:

Company Registration. (a) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights (other than pursuant to Section 1.3 hereof), other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, or a registration relating to a corporate reorganization or other transaction under Rule 145 transaction145, or a registration on any registration form that does not permit secondary sales, then, for a period commencing on the Closing Date and ending on the fifth anniversary thereof, the Company will:

Company Registration. If at any time the Company shall determine to register any of its securities either for its own account or the account of a security holder holder(s) exercising its or holders, their respective demand registration rights other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration 3 above on any registration form that does not permit secondary salessuitable for inclusion of the Registrable Securities, the Company willshall do the following:

Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transactionreorganization, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. (a) If at any time or from time to time, the Company shall determine to register any of its securities securities, either for its own account or for the account of a security holder or holders, other than (i) a registration pursuant to Section 2.1 of securities on Form S-8 (or 2.3, a registration any successor form) relating solely to employee benefit plans, or (ii) a registration relating to the offer and sale of debt securities, securities in a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary salesTransaction, the Company will:

Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public, a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than the initial firm commitment underwritten public offering of Common Stock registered under the Securities Act, a registration pursuant to Section Sections 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. a. If at any time, or from time to time, the Company shall determine to register any of its securities securities, either for its own account or for the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, or a registration on Form S-4 relating solely to the offer and sale of debt securities, a registration relating to a corporate reorganization or other an SEC Rule 145 transaction, or a registration on any registration other form that (other than Form X-0, X-0, XX-0 or SB-2) which does not permit secondary salesinclude substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company will:

Company Registration. (a) If at any time the Company shall determine to register any of its securities either for its own account or the account of a security holder or holderssecurityholder, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Commission Rule 145 transaction, transaction or a registration on any registration form that which does not permit secondary sales, the Company will:

Company Registration. (a) If the Company shall determine determines to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights (other than pursuant to Section 1.3 or 1.6 hereof), other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, or a registration relating to a corporate reorganization or other transaction under Rule 145 transaction145, or a registration on any registration form that does not permit secondary sales, then the Company will:

Company Registration. (a) If at any time, or from time to time, the Company shall determine to register Register any of its securities either for its own account or for the account of any holder of its securities (including a security holder Holder) (other than pursuant to Section 8.03 or holders8.05 hereof), other than a registration pursuant to Section 2.1 or 2.3, a registration Registration relating solely to employee benefit plans, or a registration Registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Rule 145 transaction, transaction or a registration Registration on any registration Registration form that does not permit secondary sales, the Company will:

Company Registration. a. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, or a registration relating to a corporate reorganization or other transaction under Rule 145 transaction145, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. (a) If at any time, or from time to time, the Company shall determine to register Register any of its securities either for its own account or for the account of any holder of its securities (including a security holder Holder) (other than pursuant to Section 8.03 or holders8.05 hereof), other than a registration pursuant to Section 2.1 or 2.3, a registration Registration relating solely to employee benefit plans, or a registration Registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Rule 145 transaction, transaction or a registration Registration on any registration Registration form that does not permit secondary sales, the Company will:

Company Registration. 3.1 If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising any demand registration rights, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, or a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Rule 145 (under the Securities Act) transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. (a) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights (other than pursuant to Section 1.3 or 1.6 hereof), other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plansplans on Form S-1, a registration relating to the offer and sale of debt securities, Form S-8 or any successor Forms or a registration relating to a corporate reorganization or other Rule 145 transactiontransaction on Form S-4 or any successor to Form S-4, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. a. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders (including The Tail Wind Fund Ltd. and any of its transferees) exercising their respective demand registration rights, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, or a registration relating to a corporate reorganization or other transaction under Rule 145 transaction145, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.32.2, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary salessales and, provided that, a registration statement covering the sale of Registrable Securities is not then effective or available (pursuant to the terms hereof) for sales by the Holders, the Company will:

Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, holders exercising demand registration rights (other than a registration registration: (i) pursuant to Section 2.1 or 2.3hereof, a registration (ii) relating solely to employee benefit plans, a registration (iii) relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Rule 145 transaction, or a registration (iv) on any registration form that does not permit secondary sales), the Company will:

Company Registration. (A) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, holders exercising their respective demand registration rights (other than a registration pursuant to Section 2.1 or 2.3hereof), other than a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, or a registration relating to a corporate reorganization or other transaction under Rule 145 transaction145, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. If at any time following the Initial Public Offering, the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. (a) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersan Investor, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, a registration on Form S-3 of securities to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization 2.3 or other Rule 145 transaction, or a registration on any registration form that does not permit secondary salesan Exempted Registration, the Company willshall:

Company Registration. (i) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders (other than pursuant to Section 5(B)), other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, or a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. If (a) If, at any time following an Initial Public Offering, the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Commission Rule 145 transaction, transaction or a registration on any registration form that which does not permit secondary sales, the Company will:

Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization 2.3 or other Rule 145 transaction, or a registration on any registration form that does not permit secondary salesan Excluded Registration, the Company willshall:

Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section Subsections 2.1 or 2.3and 2.2, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. (i) If at any time or from time to time, the Company shall determine to register any of its securities securities, either for its own account or for the account of a security holder or holders, other than (i) a registration pursuant to Section 2.1 of securities on Form S-8 (or 2.3, a registration any successor form) relating solely to employee benefit plans, or (ii) a registration relating to the offer and sale of debt securities, securities in a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary salesTransaction, the Company will:

Company Registration. (a) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights (other than pursuant to Section 2.2 or 2.5 hereof), other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, or a registration relating to a corporate reorganization or other transaction under Rule 145 transactionof the securities Act, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. 2.1 If the Company shall determine to register any of its equity securities either for its own account or for the account of a security holder or holdersholders exercising their respective demand registration rights, if any, other than a registration pursuant to Section 2.1 or 2.3an Initial Public Offering of the Units, a registration relating solely to employee benefit plans, or a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Commission Rule 145 transaction, or a registration on any registration form that which does not permit secondary salessales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company will:

Company Registration. (a) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights (other than pursuant to Sections 2.1 or 2.3 hereof), other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, or a registration relating to a corporate reorganization or other transaction under Rule 145 transaction, or a registration on any registration form that does not permit secondary sales145, the Company will:

Company Registration. (a) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights (other than pursuant to Section 1.2 or 1.5 hereof), other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, or a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Rule 145 transaction, or a registration on any registration other form (other than Form X-0, X-0, X-0 or S-18) that does not permit secondary salesinclude substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company will:

Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, holders (other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales), the Company will:

Company Registration. If 1.3.1. Each time the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights (other than pursuant to Section 1.2 hereof), other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, or a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Rule 145 transactionTransaction, or a registration on any registration form that which does not permit secondary sales, the Company will:

Company Registration. (a) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holdersholders exercising their respective demand registration rights (other than pursuant to Section 1.2 or 1.7 hereof), other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, or a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

Company Registration. (a) If the Company shall determine to register any of its securities either for its own account (other than pursuant to Section 1.2 or the account of a security holder or holders1.5 hereof), other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, or a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will: