Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act), the Company shall determine to register any shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of the Common Stock under the Securities Act (whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering of securities by shareholders (a "secondary offering"), or both, but not in connection with a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable), the Company will promptly give written notice thereof to IXC. In connection with any such registration, if within 30 days after receipt of such notice IXC requests the inclusion of some or all of the Registrable Securities in such registration, the Company, subject to Section 2.7 hereof, will use its reasonable best efforts to effect the registration under the Securities Act of all such Registrable Securities; provided, that such registration is in connection with an underwritten public offering; and provided, further, that, if the underwriter determines that the registration of securities in excess of any amount to be registered by the Company would adversely affect such offering then the Company may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein. The Company shall advise IXC promptly after such determination by the underwriter, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities to be sold by the Company shall be included in such registration and underwriting, and, subject to Section 2.7 hereof, the number of additional shares that may be included in the registration and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the re...
Optional Registrations. If at any time or times after the date hereof, the Corporation shall determine to register any of its Common Stock or securities convertible into or exchangeable or exercisable for Common Stock under the Securities Act (whether in connection with a public offering of securities by the Corporation (a "primary offering"), a public offering thereof by shareholders (a "secondary offering"), or both, but not in connection with a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable), it agrees to do the following:
Optional Registrations. (a) If, at any time or from time to time after the date hereof, the Company shall determine to register any shares of its capital stock or securities convertible into capital stock under the Securities Act (whether in connection with a public offering of securities by the Company (a "primary offering"), for the account of any security holder or holders of the Company (a "secondary offering"), or both), the Company shall promptly give written notice thereof to each Series Preferred Stockholder holding Registrable Securities (as hereinafter defined in Section 9.4 below) then outstanding, Jalkut (for so long as he shall hold Registrable Securities) and the Founder (for so long as he shall hold Founder Securities); provided, however, that such notice obligation shall not apply to any registration:
Optional Registrations. If at any time or times after the date hereof, the Company shall seek to register any shares of its capital stock or securities convertible into capital stock under the Securities Act (whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering of securities by shareholders of the Company (a "secondary offering"), or both), the Company will promptly give written notice thereof to each Investor (the "Holders," subject to Section 7.7) holding Registrable Securities as hereinafter defined in Section 7.3
Optional Registrations. If at any time or times after the date hereof, the Company determines to register any of its equity securities (for whatever reason) for its own account or the account of any of its stockholders (whether in connection with a primary offering, a secondary offering or any combination thereof) under the Securities Act of 1933, as amended (the "Securities Act") (other than in connection with a registration effected solely to implement an employee benefit plan or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 under the Securities Act or any comparable successor form is applicable), the Company will promptly give written notice thereof to the Holders of Registrable Securities (as defined in Section 1.2). In connection with any such registration, if within thirty (30) days after receipt by the Holders of such notice, the Company receives a written request from a Holder or Holders for the inclusion of some or all of the Registrable Securities owned by it or them in such registration (such request to state the number of Registrable Securities intended to be disposed of by such Holder or Holders), the Company will use its best efforts to include in such registration under the Securities Act all Registrable Securities which such Holder or Holders requested to be registered.
Optional Registrations. (i) If the Company decides to register any of its Common Stock or securities convertible into or exchangeable for Common Stock under the Securities Act on a form which is suitable for an offering for cash of shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan or a transaction to which Rule 145, X-0 xx any other similar rule of the Securities and Exchange Commission (the "Commission") is applicable, the Company will promptly give written notice to the Holder, and the Company will use all reasonable efforts to effect the registration under the Securities Act of all Underlying Shares that the Holder requests be included in such registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. The Holder agrees that any securities it requests to be included in a the Company registration pursuant to this Section 14(a) shall be included by the Company on the same form of registration statement as has been selected by the Company for the securities the Company is registering for sale for its own account.
Optional Registrations. (a) If the Company decides to register any of its Common Stock or securities convertible into or exchangeable for Common Stock under the Securities Act on a form suitable for an offering for cash, other than a registration solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission is applicable, the Company will promptly give written notice to the Investor, and the Company will use all reasonable efforts to effect the registration under the Securities Act of the Registrable Securities (as defined in SECTION 4.3) if the Investor requests such securities be included in such registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. The Investor shall have the right to one optional registration pursuant to this SECTION 4.1.
Optional Registrations. If at any time or times after the date hereof, the Company shall determine to register any of its Common Stock or securities convertible into or exchangeable or exercisable for Common Stock under the Securities Act (whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering thereof by shareholders (a "secondary offering"), or both, but not in connection with a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Securities and Exchange Commission (the "Commission") under the Securities Act is applicable), it agrees to do the following:
Optional Registrations. If at any time or times after the date hereof, the Company shall seek to register any shares of its capital stock or securities convertible into capital stock under the Securities Act whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering of securities by stockholders of the Company (a "secondary offering") or both, the Company will promptly give written notice thereof to each Investor and Founder (the "Holders") holding Registrable Securities (defined in Section 5.3 below). If within 30 days after their receipt of such notice one or more Holders request the inclusion of some or all of the Registrable Securities owned by them in such registration, the Company will use its best efforts to effect the registration under the Securities Act of such Registrable Securities. In the case of the registration of shares of capital stock by the Company in connection with any underwritten public offering, if the underwriter(s) determines that marketing factors require a limitation on the number of Registrable Securities to be offered, the Company shall not be required to register Registrable Securities of the Holders in excess of the amount, if any, of shares of the capital stock which the principal underwriter of such underwritten offering shall reasonably and in good faith agree to include in such offering in addition to any amount to be registered for the account of the Company. If any limitation of the number of shares of Registrable Securities to be registered by the Holders is required pursuant to this Section 5.1, the number of shares that may be included in the registration on behalf of the Holders shall be allocated among the Holders or the holders of any other registration rights in proportion, as nearly as practicable, to the respective holdings of Registrable Securities of all Holders requesting registration; provided, however, in no event shall the aggregate number of Registrable Securities to be included in such offering by the Holders after a Qualified Initial Public Offering be reduced to a number less than thirty-five percent of the aggregate number of shares of Common Stock included in such offering. The provisions of this Section will not apply to a registration effected solely to implement (i) an employee benefit plan, or (ii) a transaction to which Rule 145 or any other similar rule of the Securities and Exchange Commission (the"SEC" or the "Commission") under the Securities Act is applica...
Optional Registrations. If at any time or times after the date ---------------------- hereof, the Company shall determine to register any shares of its Common Stock or securities convertible into or exchangeable or exercisable for shares of the Common Stock under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") (whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering of securities by stockholders (a "secondary offering"), or both, but not in connection with a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Securities and Exchange Commission (the "Commission") under the Securities Act is applicable), the Company will promptly give written notice thereof to the holders of Registrable Securities (as hereinafter defined in paragraph 6.4 below) then outstanding (the "Holders"). In connection with any such registration, if within fifteen (15) days after their receipt of such notice the Holders of the Registrable Securities request the inclusion of some or all of the Registrable Securities owned by them in such registration, the Company will notify all of the Holders of its receipt of such request, and will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which such Holders may request in a writing delivered to the Company within fifteen (15) days after the notice given by the Company with respect to its receipt of such request; provided, however, that in the case of -------- ------- the registration of shares of the Common Stock by the Company in connection with an underwritten public offering, it shall not be
