Common use of Registration by the Company Clause in Contracts

Registration by the Company. If at any time or from time to time the Company proposes to file on its behalf a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to its Common Stock, other than a registration that has been initiated at the request of the holders of Registrable Securities (as defined below) pursuant to Section 1.2 or that has been initiated at the request of the holders of securities (other than Registrable Securities) of the Company who have been granted registration rights by the Company which are similar to the rights set forth in Section 1.2, the Company shall in each case give written notice at least thirty (30) days before the anticipated filing date to the Investors and each other holder of shares of Preferred Stock or of shares of Common Stock previously acquired by the conversion of Preferred Stock or the exercise of the Warrant ("Registrable Securities"). The notice shall offer to include in the filing, subject to reduction as provided below, the number of Registrable Securities held by such holder. If a holder desires to have any of its Registrable Securities registered under this Section 1.1, it shall advise the Company in writing within ten (10) days after receiving the Company's notice, setting forth the number of Registrable Securities for which registration is requested. In connection with any registration of any of the Registrable Securities pursuant to this Section 1.1, the Company shall pay all expenses of the registration and the related offering, including, without limitation, any and all special audits, legal and accounting fees and disbursements (including reasonable fees and disbursements of one legal counsel designated to represent all holders of Registrable Securities and selected by the holders of a majority of the Registrable Securities being registered), blue sky fees and expenses, printing costs and related disbursements arising out of the preparation, filing, amending and supplementing of the registration statement, but not including brokers' and underwriters' discounts and commissions which shall be paid by the holders of the Registrable Securities being registered. Neither the delivery of the notice by the Company nor the request by the holders of Registrable Securities shall in any way obligate the Company to file a registration statement and, notwithstanding such filing, the Company may, at any time prior to the effective date thereof, determine not to offer the securities to which the registration statement relates without liability to any holder of Registrable Securities. No registration of any of the Registrable Securities effected under this Section 1.1 shall relieve the Company of its obligation to effect registration of any of the Registrable Securities upon the request of a holder pursuant to the provisions of Section 1.2 below. If the managing underwriter of an underwritten registration under this Section 1.1 gives the Company its written opinion that the total number of securities proposed or requested to be included in the registration exceeds the number of securities that can be sold without adversely affecting the marketing of the securities, the Company shall be entitled to limit the number of securities to be included in the registration and shall include the securities in the registration in the following order of priority: first, all securities the Company proposes to sell; second, to the extent of any balance, up to the full number of securities requested to be included in the registration by the holders of Registrable Securities and by other holders of the Company's securities who have been granted registration rights by the Company (allocated pro rata among each such holder on the basis of the number of such securities owned by all such holders); and third, to the extent of any balance but only if permitted by the Company, up to the full number of any other securities requested to be included by other holders of securities (allocated among such holders in such proportions as the Company and such holders may agree). In the event that the managing underwriter advises the Company that an underwriters' overallotment option is necessary or advisable, the preceding priority shall apply to the determination of which securities are to be included in the primary portion of such registration and, if necessary, the overallotment portion of such registration.

Registration by the Company. If at any time or from time to time the Company proposes shall propose to file on its behalf or on behalf of any Shareholder or Shareholders (as such terms are defined in the Registration Rights Agreement, As Amended) pursuant to the Registration Rights Agreement, As Amended, a registration statement under the Securities Act on Form F-1, F-2 or F-3 or similar form of 1933, as amended (the "Securities Act"), registration with respect to its Common Stock, other than a registration that has been initiated at the request of the holders of Registrable Securities (as defined below) pursuant to Section 1.2 or that has been initiated at the request of the holders of securities (other than Registrable Securities) of the Company who have been granted registration rights by the Company which are similar to the rights set forth in Section 1.2Ordinary Shares, the Company shall in each case give written notice to the Purchaser at least thirty forty-five (3045) days before the anticipated filing date to the Investors and each other holder of shares of Preferred Stock or of shares of Common Stock previously acquired by the conversion of Preferred Stock or the exercise of the Warrant ("Registrable Securities")date. The Such notice shall offer to include in the such filing, subject to reduction as provided belowthe Purchaser may request, the number of Registrable Securities held by such holderShares and/or the Issued Option Shares. If a holder the Purchaser desires to have any of its Registrable Securities Shares and/or Issued Option Shares registered under this Section 1.112.2, it shall be required so to advise the Company in writing within ten (10) days after receiving the date of its receipt of the Company's 62 63 notice, setting forth the number of Registrable Securities Shares and/or Issued Option Shares for which registration is so requested. In connection with any registration of any of the Registrable Securities Purchaser's Shares and/or Issued Option Shares pursuant to this Section 1.112.2, the Company shall pay all expenses of the such registration and the related offering, including, without limitation, any and all special audits, legal and accounting fees and disbursements (including reasonable fees and disbursements of one legal counsel designated to represent all holders of Registrable Securities and selected by the holders of a majority of the Registrable Securities being registered)disbursements, blue sky fees and expenses, road show expenses, printing costs and related disbursements arising out of the preparation, filing, amending and supplementing of the registration statement, but not including except for brokers' and underwriters' discounts and commissions which shall be paid by commissions, transfer taxes and counsel for the holders of the Registrable Securities being registeredPurchaser. Neither the delivery of the notice by the Company nor the delivery of the request by the holders of Registrable Securities Purchaser shall in any way obligate the Company to file a registration statement and, notwithstanding such filing, the Company may, at any time prior to the effective date thereof, determine not to offer the securities to which the registration statement relates without liability to any holder of Registrable Securitiesthe Purchaser. No registration of any of the Registrable Securities Shares and/or Issued Option Shares effected under this Section 1.1 12.2 shall relieve the Company of its obligation to effect registration of any of the Registrable Securities Shares and/or Issued Option Shares upon the request of a holder the Purchaser pursuant to the provisions of Section 1.2 below. If the managing underwriter of an underwritten registration under this Section 1.1 gives the Company its written opinion that the total number of securities proposed or requested to be included in the registration exceeds the number of securities that can be sold without adversely affecting the marketing of the securities, the Company shall be entitled to limit the number of securities to be included in the registration and shall include the securities in the registration in the following order of priority: first, all securities the Company proposes to sell; second, to the extent of any balance, up to the full number of securities requested to be included in the registration by the holders of Registrable Securities and by other holders of the Company's securities who have been granted registration rights by the Company (allocated pro rata among each such holder on the basis of the number of such securities owned by all such holders); and third, to the extent of any balance but only if permitted by the Company, up to the full number of any other securities requested to be included by other holders of securities (allocated among such holders in such proportions as the Company and such holders may agree). In the event that the managing underwriter advises the Company that an underwriters' overallotment option is necessary or advisable, the preceding priority shall apply to the determination of which securities are to be included in the primary portion of such registration and, if necessary, the overallotment portion of such registration12.1 above.

Registration by the Company. If (a) In the event the Company shall, at any time subsequent to the issuance of this Warrant, to and including the Expiration Date, determine or from time propose to time the Company proposes to file on register any of its behalf common stock or other securities held by its executive officers and directors or any of its common stock or other securities in connection with a registration statement secondary public offering under the Securities Act of 1933, as amended (the "Securities Act"), with respect to its Common Stock, other than a registration that has been initiated at the request ) on any form of the holders of Registrable Securities (as defined below) pursuant to Section 1.2 or that has been initiated at the request of the holders of securities Registration Statement (other than Registrable SecuritiesForms S-4 or S-8 or any successor form thereto), including amendments and post effective amendments thereto, it will give the Holder of this Warrant, or if this Warrant has been exercised pursuant to the terms hereof, the record holders of all of the Warrant Shares, written notice of its intention to file each such Registration Statement and/or amendments thereto within twenty (20) days prior to the filing of such Registration Statement or amendments thereto. Within a period of fifteen (15) days immediately following the receipt of such notice by the Holder, the Holder may elect (a) in the case of the registration of common stock or securities held by the executive officers and directors of the Company who have been granted to include up to 500,000 of the Warrant Shares in such proposed registration rights and (b) in the case of a secondary public offering to include up to 1,000,000 of the Warrant Shares in the proposed registration by giving written notice thereof to the Company which are similar specifying the number of Warrant Shares requested to be registered and the rights set forth in Section 1.2intended manner of distribution thereof. Upon receipt of such notice, the Company shall in each case give written notice at least thirty (30) days before the anticipated filing date to the Investors and each other holder of shares of Preferred Stock or of shares of Common Stock previously acquired by the conversion of Preferred Stock or the exercise of the Warrant ("Registrable Securities"). The notice shall offer to include in the filingits registration, subject if such registration is completed, all Warrant Shares requested to reduction as provided below, the number of Registrable Securities held by such holderbe registered. If a holder desires to have any of its Registrable Securities registered under this Section 1.1, it shall advise the Company in writing within ten (10) days after receiving the Company's notice, setting forth the number of Registrable Securities for which registration is requested. In connection with any registration of any of the Registrable Securities pursuant to this Section 1.1, the Company shall pay all expenses of the registration and the related offering, including, without limitation, any and all special audits, legal and accounting fees and disbursements (including reasonable fees and disbursements of one legal counsel designated to represent all holders of Registrable Securities and selected by the holders of a majority of the Registrable Securities being registered), blue sky fees and expenses, printing costs and related disbursements arising out of the preparation, filing, amending and supplementing of the registration statement, but not including brokers' and underwriters' discounts and commissions which shall be paid by the holders of the Registrable Securities being registered. Neither the delivery of the notice by the Company nor the request by the holders of Registrable Securities shall in any way obligate the Company its intention to file a registration statement and, notwithstanding such filing, the Company may, at any time is given prior to the exercise of this Warrant, the Holder shall not be required to exercise this Warrant until the effective date thereof, determine not of the Registration Statement. In the event that registration contemplates an underwritten public offering and in the reasonable opinion of the underwriter or underwriters for such offering the inclusion of the Warrant or the Warrant Shares requested to offer be registered when added to the securities to which being registered by the registration statement relates without liability to any holder of Registrable Securities. No registration of any Company will exceed the maximum amount of the Registrable Securities effected under this Section 1.1 shall relieve Company's securities which can be marketed without materially and adversely affecting the entire offering, such portion of the Warrant Shares that exceed said maximum amount will be excluded from the offering, provided, however, that in such event any shares of common stock of the securities held by the executive officers and directors of the Company of its obligation to effect registration of any of the Registrable Securities upon the request of a holder pursuant to the provisions of Section 1.2 below. If the managing underwriter of an underwritten registration under this Section 1.1 gives the Company its written opinion that the total number of securities proposed or requested intended to be included in the registration exceeds are likewise proportionately excluded from the number of securities that can be sold without adversely affecting the marketing of the securities, the Company shall be entitled to limit the number of securities to be included in the registration and shall include the securities in the registration in the following order of priority: first, all securities the Company proposes to sell; second, to the extent of any balance, up to the full number of securities requested to be included in the registration by the holders of Registrable Securities and by other holders of the Company's securities who have been granted registration rights by the Company (allocated pro rata among each such holder on the basis of the number of such securities owned by all such holders); and third, to the extent of any balance but only if permitted by the Company, up to the full number of any other securities requested to be included by other holders of securities (allocated among such holders in such proportions as the Company and such holders may agree). In the event that the managing underwriter advises the Company that an underwriters' overallotment option is necessary or advisable, the preceding priority shall apply to the determination of which securities are to be included in the primary portion of such registration and, if necessary, the overallotment portion of such registrationoffering.

Registration by the Company. If at any time or from time to time the Company proposes to file on its behalf a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to its Common Stock, other than a registration that has been initiated at the request of the holders of Registrable Securities (as defined below) pursuant to Section 1.2 or that has been initiated at the request of the holders of securities (other than Registrable Securities) of the Company who have been granted registration rights by the Company which are similar to the rights set forth in Section 1.2, the Company shall in each case give written notice at least thirty (30) days before the anticipated filing date to the Investors and each other holder of shares of Preferred Stock or of shares of Common Stock previously acquired by the conversion of Preferred Stock or the exercise of the Warrant ("Registrable Securities"). The notice shall offer to include in the filing, subject to reduction as provided below, the number of Registrable Securities held by such holder. If a holder desires to have any of its Registrable Securities registered under this Section 1.1, it shall advise the Company in writing within ten (10) days after receiving the Company's notice, setting forth the number of Registrable Securities for which registration is requested. In connection with any registration of any of the Registrable Securities pursuant to this Section 1.1, the Company shall pay all expenses of the registration and the related offering, including, without limitation, any and all special audits, legal and accounting fees and disbursements (including reasonable fees and disbursements of one legal counsel designated to represent all holders of Registrable Securities and selected by the holders of a majority of the Registrable Securities being registered), blue sky fees and expenses, printing costs and related disbursements arising out of the preparation, filing, amending and supplementing of the registration statement, but not including brokers' and underwriters' discounts and commissions which shall be paid by the holders of the Registrable Securities being registered. Neither the delivery of the notice by the Company nor the request by the holders of Registrable Securities shall in any way obligate the Company to file a registration statement and, notwithstanding such filing, the Company may, at any time prior to the effective date thereof, determine not to offer the securities to which the registration statement relates without liability to any holder of Registrable Securities. No registration of any of the Registrable Securities effected under this Section 1.1 shall relieve the Company of its obligation to effect registration of any of the Registrable Securities upon the request of a holder pursuant to the provisions of Section 1.2 below. If the managing underwriter of an underwritten registration under this Section 1.1 gives the Company its written opinion that the total number of securities proposed or requested to be included in the registration exceeds the number of securities that can be sold without adversely affecting the marketing of the securities, the Company shall be entitled to limit the number of securities to be included in the registration and shall include the securities in the registration in the following order of priority: first, all securities the Company proposes to sell; second, to the extent of any balance, up to the full number of securities requested to be included in the registration by the holders of Registrable Securities and by other holders of the Company's securities who have been granted registration rights by the Company (allocated pro rata among each such holder on the basis of the number of such securities owned by all such holders); and third, to the extent of any balance but only if permitted by the Company, up to the full number of any other securities requested to be included by other holders of securities (allocated among such holders in such proportions as the Company and such holders may agree). In the event that the managing underwriter advises the Company that an underwriters' overallotment option is necessary or advisable, the preceding priority shall apply to the determination of which securities are to be included in the primary portion of such registration and, if necessary, the overallotment portion of such registration.