Common use of Registration of the Shares Clause in Contracts

Registration of the Shares. (a) If, at any time commencing after the date of this Agreement and expiring three (3) years thereafter, the Buyer proposes to file a registration statement or statements under the Securities Act of 1933 (the "Act") for sale of Buyer shares for cash (other than in connection with a merger or pursuant to Form S-4, Xxxx X-0 xx their successor forms, it will give written notice, at least forty five (45) days prior to the filing of each such registration statement, to the Seller of its intention to do so. If the Seller notifies the Buyer in writing within twenty (20) business days after receipt of any such notice of his desire to include the Seller Shares or any of them in such proposed registration statement, the Buyer shall afford the Seller the opportunity to have the Seller Shares registered under such registration statement; provided, however, that in the case of an underwritten offering, if the Buyer notifies the Seller in writing that the managing underwriter has notified the Buyer that the inclusion in the registration statement of any portion of the Seller Shares would have an adverse effect on such underwritten offering, then the managing underwriter may limit the number of Seller Shares to be included in such registration statement only to the extent necessary to avoid such adverse effect; and provided, further, however, that in the event securities of the Buyer held by any person or entity other than the Buyer or the Seller ("Third Party Securities") are to be included in such underwritten offering, and the managing underwriter shall have determined to limit the number of Seller Shares or Third Party Securities to be so included, then such limitation shall be applied to the Seller Shares and the Third Party Securities, pro rata based on the number of Seller Shares and Third Party Securities requested to be included in such underwritten offering. Notwithstanding the provisions of this Section 1(a), the Buyer shall have the right at any time after it shall have given written notice pursuant to this Section 1(a) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file

Registration of the Shares. (a) IfThe Company agrees, at any time commencing after subject to the date requirements and restrictions of the Act and the terms and conditions herein, to include the reoffer and resale by the Investors of one half of the Shares purchased by each of such Shareholders in this Agreement and expiring three (3) years thereafter, the Buyer proposes to file Offering in a registration statement or statements under the Securities Act covering the reoffer and resale of 1933 the Shares by the investors in the Company's October 2002 Private Placement (the "ActRegistration Statement"). The Company agrees to utilize its best commercially reasonable efforts to file the Registration Statement with the SEC as soon as is practicable after the termination of this Offering. Notwithstanding the foregoing, the Company cannot state with certainty when, if ever, the Registration Statement will be declared effective by the SEC. Subject to the terms contained herein, the Company further agrees to take such further actions as may be reasonably necessary to respond to any comments that the United States Securities and Exchange Commission (the "SEC") for sale of Buyer shares for cash (other than may have in a timely manner and to otherwise take such steps as may be commercially prudent and reasonably necessary so that the Registration Statement is declared effective as soon as reasonably practicable after the filing thereof. In connection with the foregoing, the Shareholders agree to cooperate with the Company and to provide the Company in a timely manner with all information regarding the Shareholders as the Company may reasonably request in connection with a merger or pursuant the preparation of the Registration Statement. In addition, the Shareholders agree to Form S-4, Xxxx X-0 xx their successor forms, it will give written notice, at least forty five (45) days prior to promptly notify the filing of each such registration statement, to the Seller of its intention to do so. If the Seller notifies the Buyer in writing within twenty (20) business days after receipt Company of any changes in the information set forth in the Registration Statement regarding Shareholders or such notice Shareholders' plan of his desire distribution as set forth in such Registration Statement. Notwithstanding the foregoing, the Shareholders hereby acknowledge and agree that the Company cannot and is not representing when, if ever, the Registration Statement will be declared effective by the SEC. Each of the Shareholders further acknowledge and agree that they may only have up to one half of the shares purchased by each of them included in the Registration Statement (the "Registrable Shares"). The failure of one or more Investors to include the Seller Shares all or any of them in such proposed registration statement, the Buyer shall afford the Seller the opportunity to have the Seller Shares registered under such registration statement; provided, however, that in the case of an underwritten offering, if the Buyer notifies the Seller in writing that the managing underwriter has notified the Buyer that the inclusion in the registration statement of any portion of the Seller Registrable Shares would have an adverse effect on such underwritten offering, then owned by them shall entitle any other Investor to include more than one half of the managing underwriter may limit the number of Seller Shares to be included in such registration statement only to the extent necessary to avoid such adverse effect; and provided, further, however, that acquired by them in the event securities of Offering in the Buyer held by any person or entity other than the Buyer or the Seller ("Third Party Securities") are to be included in such underwritten offering, and the managing underwriter shall have determined to limit the number of Seller Shares or Third Party Securities to be so included, then such limitation shall be applied to the Seller Shares and the Third Party Securities, pro rata based on the number of Seller Shares and Third Party Securities requested to be included in such underwritten offering. Notwithstanding the provisions of this Section 1(a), the Buyer shall have the right at any time after it shall have given written notice pursuant to this Section 1(a) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to fileRegistration Statement.

Registration of the Shares. The Borrower agrees that it will, within a reasonable time after the date on which Borrower shall be eligible to register its stock on Form S-3 (aor the then equivalent form), register at the Borrower's expense on Form S-3 (or the then equivalent form) If(the "S-3 Registration"), and maintain at all times the effectiveness of such S-3 Registration of the shares of Common Stock subject to the Warrants, and the shares of Common which may be obtained by the Lender pursuant to its conversion rights under Article III above (such Shares and other shares being referred to herein as the "Registrable Securities"), so that such shares may be publicly sold by the Lender and transferees thereof. During any period in which the S-3 Registration of the Registrable Securities is not effective, or if it is determined by the Borrower that Form S-3 (or the then equivalent form) is not available under applicable rules to effect the registration of the Registrable Securities for resale, then at any time commencing after the date of this Agreement and expiring three (3) years thereafter, the Buyer Borrower proposes to file a registration statement or statements to register securities under the Securities Act of 1933, as amended ("1933 (the "Act") for sale of Buyer shares for cash (other than in connection with a merger or pursuant to Form S-4, Xxxx X-0 xx their successor forms), it will give written noticeshall, at least forty five (45) 30 days prior to each such filing, give written notice of such proposed filing to the Lender, each transferee thereof and each Lender of Registrable Securities at their respective addresses as they appear on the records of the Borrower, and shall offer to include and shall include in such filing any proposed disposition of the Registrable Securities, upon receipt by the Borrower, not less than 10 days prior to the proposed filing date, of each such registration statement, a request therefor setting forth the facts with respect to the Seller of its intention to do so. If the Seller notifies the Buyer in writing within twenty (20) business days after receipt of any such notice of his desire to include the Seller Shares or any of them in such proposed registration statement, the Buyer shall afford the Seller the opportunity disposition and all other requested information with respect to have the Seller Shares registered under such registration statement; provided, however, that in the case of an underwritten offering, if the Buyer notifies the Seller in writing that the managing underwriter has notified the Buyer that the inclusion in the registration statement of any portion of the Seller Shares would have an adverse effect on such underwritten offering, then the managing underwriter may limit the number of Seller Shares person reasonably necessary to be included in such registration statement only Registration Statement (the "Request Securities"). In the event that the managing underwriter for said offering advises the Borrower in writing that the inclusion of all or any portion of such Request Securities in the offering would be detrimental to the extent necessary to avoid offering, or that the disposition of all or a portion of the Request Securities should be held back for a period of not more than 90 days following the effectiveness of such adverse effect; and providedregistration statement, further, however, that such Request Securities shall not be included in the event Registration Statement, or shall be held back, as the case may be, provided that if any securities of the Buyer held by any person or entity other than the Buyer or the Seller persons with similar rights ("Third Party Securities"a) are to be included in such underwritten offeringthe Registration Statement, the Request Securities shall be included on a pro rata basis and the managing underwriter shall have determined to limit the number of Seller Shares or Third Party Securities (b) are not to be so includedheld back, then such limitation the Request Securities shall not be applied to the Seller Shares and the Third Party Securities, held back on a pro rata based on basis. Until such registration, the number of Seller Shares and Third Party Lender understands that the Registrable Securities requested are restricted securities subject to be included in such underwritten offering. Notwithstanding the provisions of this Section 1(a), the Buyer shall have the right at any time after it shall have given written notice pursuant to this Section 1(a) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to fileAgreement.

Registration of the Shares. The Borrower agrees that it will, within a reasonable time after the later to occur of (a) Ifthe date on which Borrower shall be eligible to register its stock on Form S-3 (or the then equivalent form) and (b) Lender's written notice to Borrower requesting registration of the Shares under this Section 7.01 and stating that Lender it is Lender's good faith belief that it may wish to exercise rights hereunder within a reasonable time following such notice; PROVIDED, that the giving of any such notice shall impose no obligation on Lender to exercise its conversion rights, register at the Borrower's expense on Form S-3 (or the then equivalent form) (the "S-3 Registration"), and maintain at all times the effectiveness of such S-3 Registration of the Shares, so that such Shares may be publicly sold by the Lender and transferees thereof. During any period in which the S-3 Registration of the Shares is not effective, or if it is determined by the Borrower that Form S-3 (or the then equivalent form) is not available under applicable rules to effect the registration of the Shares for resale, then at any time commencing after the date of this Agreement and expiring three (3) years thereafter, the Buyer Borrower proposes to file a registration statement or statements to register securities under the Securities Act of 1933, as amended ("1933 (the "Act") for sale of Buyer shares for cash (other than in connection with a merger or pursuant to Form S-4, Xxxx X-0 xx their successor forms), it will give written noticeshall, at least forty five (45) 30 days prior to each such filing, give written notice of such proposed filing to the Lender, each transferee thereof and each Lender of Shares at their respective addresses as they appear on the records of the Borrower, and shall offer to include and shall include in such filing any proposed disposition of the Shares, upon receipt by the Borrower, not less than 10 days prior to the proposed filing date, of each such registration statement, a request therefor setting forth the facts with respect to the Seller of its intention to do so. If the Seller notifies the Buyer in writing within twenty (20) business days after receipt of any such notice of his desire to include the Seller Shares or any of them in such proposed registration statement, the Buyer shall afford the Seller the opportunity disposition and all other requested information with respect to have the Seller Shares registered under such registration statement; provided, however, that in the case of an underwritten offering, if the Buyer notifies the Seller in writing that the managing underwriter has notified the Buyer that the inclusion in the registration statement of any portion of the Seller Shares would have an adverse effect on such underwritten offering, then the managing underwriter may limit the number of Seller Shares person reasonably necessary to be included in such registration statement only Registration Statement (the "Request Securities"). In the event that the managing underwriter for said offering advises the Borrower in writing that the inclusion of all or any portion of such Request Securities in the offering would be detrimental to the extent necessary to avoid offering, or that the disposition of all or a portion of the Request Securities should be held back for a period of not more than 90 days following the effectiveness of such adverse effect; and providedregistration statement, further, however, that such Request Securities shall not be included in the event Registration Statement, or shall be held back, as the case may be, provided that if any securities of the Buyer held by any person or entity other than the Buyer or the Seller persons with similar rights ("Third Party Securities"a) are to be included in such underwritten offeringthe Registration Statement, the Request Securities shall be included on a pro rata basis and the managing underwriter shall have determined to limit the number of Seller Shares or Third Party Securities (b) are not to be so includedheld back, then such limitation the Request Securities shall not be applied to the Seller Shares and the Third Party Securities, held back on a pro rata based on basis. Until such registration, the number of Seller Lender understands that the Shares and Third Party Securities requested are restricted securities subject to be included in such underwritten offering. Notwithstanding the provisions of this Section 1(a), the Buyer shall have the right at any time after it shall have given written notice pursuant to this Section 1(a) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to fileAgreement.

Registration of the Shares. (a) If, at any time commencing after the date of this Agreement and expiring three (3) years thereafter, the Buyer proposes to file a registration statement or statements under the Securities Act of 1933 (the "Act") for the public sale of Buyer shares Shares for cash (other than in connection with a merger or pursuant to Form S-4, Xxxx X-0 xx their successor forms, comparable registration statement) it will give written notice, at least forty five twenty (4520) days prior to the filing of each such registration statement, to the Seller of its intention to do so. If the Seller notifies the Buyer in writing within twenty five (205) business days after receipt of any such notice of his desire to include the Seller Shares or any of them in such proposed registration statement, the Buyer shall afford the Seller the opportunity to have the Seller Shares registered under such registration statement; provided, however, that in the case of an underwritten offering, if the Buyer notifies the Seller in writing that the managing underwriter has notified the Buyer that the inclusion in the registration statement of any portion of the Seller Shares would have an adverse effect on such underwritten offering, then the managing underwriter may limit the number of Seller Shares to be included in such registration statement only to the extent necessary to avoid such adverse effect; and provided, further, however, that in the event securities of the Buyer held by any person or entity other than the Buyer or the Seller ("Third Party Securities") are to be included in such underwritten offering, and the managing underwriter shall have determined to limit the number of Seller Shares or Third Party Securities to be so included, then such limitation shall be applied to the Seller Shares and the Third Party Securities, pro rata based on the number of Seller Shares and Third Party Securities requested to be included in such underwritten offering. Notwithstanding the provisions of this Section 1(a), the Buyer shall have the right at any time after it shall have given written notice pursuant to this Section 1(a) (irrespective of 43 whether a written request for inclusion of any such securities shall have been made) to elect not to filefile any such proposed registration statements or to withdraw the same after the filing but prior to the effective date thereof.