Common use of Registration Right Clause in Contracts

Registration Right. 5.1. (a) If, commencing one (1) year after the date hereof, the Issuer proposes to claim an exemption under Section 3(b) for a public offering of any of its securities or to register under the Securities Act of 1933 (except by a claim of exemption or registration statement on a form that does not permit the inclusion of shares by its security holders) any of its securities, it will give written notice to the registered Holder of this Note, and all registered Holders of shares of common stock acquired upon the conversion of this Note, of its intention to do so and, on the written request of any such registered holders given within twenty (20) days after receipt of any such notice (which request must be made within five (5) years from the date of this Note and which notice shall specify the shares of common stock intended to be sold or disposed of by such registered holder and describe the nature of any proposed sale or other disposition thereof), the Issuer will use its best efforts to cause all such shares, the registered holders of which shall have requested the registration or qualification thereof, to be included in such notification of registration statement proposed to be filed by the Issuer; provided, however, that nothing herein shall prevent the Issuer from, at any time, abandoning or delaying any such registration initiated by it. If any such registration shall be underwritten in whole or in part, the Issuer may require that the shares requested for inclusion pursuant to this section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment, as expressed in writing delivered to the registered holder(s), of the managing underwriter of such public offering the inclusion of all of the shares originally covered by a request for registration would reduce the number of shares to be offered by the Issuer or interfere with the successful marketing of the shares of stock offered by the Issuer, the number of shares otherwise to be included pursuant to this Section in the underwritten public offering may be reduced; provided, however, that any such required reduction shall be pro rata among all persons (other than the Issuer) who are participating in such offering. Those shares which are thus excluded from the underwritten public offering shall be withheld from the market for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. All expenses of such offering, except the fees of special counsel to such holders and brokers' commissions or underwriting discounts payable by such holders, shall be borne by the Issuer.

Registration Right. 5.1. ) (a) If, commencing one (1) year after the date hereof, the Issuer proposes to claim an exemption under Section 3(b) for a public offering of any of its securities or to register under the Securities Act of 1933 (except by a claim of exemption or registration statement on a form that does not permit the inclusion of shares by its security holders) any of its securities, it will give written notice to the registered Holder of this Note, and all registered Holders of shares of common stock acquired upon the conversion of this Note, of its intention to do so and, on the written request of any such registered holders given within twenty (20) days after receipt of any such notice (which request must be made within five (5) years from the date of this Note and which notice shall specify the shares of common stock intended to be sold or disposed of by such registered holder and describe the nature of any proposed sale or other disposition thereof), the Issuer will use its best efforts to cause all such shares, the registered holders of which shall have requested the registration or qualification thereof, to be included in such notification of or registration statement proposed to be filed by the Issuer; provided, however, that nothing herein shall prevent the Issuer from, at any time, abandoning or delaying any such registration initiated by it. If any such registration shall be underwritten in whole or in part, the Issuer may require that the shares requested for inclusion pursuant to this section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment, as expressed in writing delivered to the registered holder(s), of the managing underwriter of such public offering the inclusion of all of the shares originally covered by a request for registration would reduce the number of shares to be offered by the Issuer or interfere with the successful marketing of the shares of stock offered by the Issuer, the number of shares otherwise to be included pursuant to this Section in the underwritten public offering may be reduced; provided, however, that any such required reduction shall be pro rata among all persons (other than the Issuer) who are participating in such offering. Those shares which are thus excluded from the underwritten public offering shall be withheld from the market for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. All expenses of such offering, except the fees of special counsel to such holders and brokers' commissions or underwriting discounts payable by such holders, shall be borne by the Issuer.

Registration Right. 5.1. (a) If, commencing one (1) year after If the date hereof, the Issuer proposes Company shall determine to claim an exemption under Section 3(b) for a public offering of register any of its securities common stock either for its own account or the account of a security holder or holders, other than a registration relating solely to register under the Securities Act of 1933 (except by a claim of exemption i) employee benefit plans, or (ii) registration statement on a any registration form that does not permit secondary sales, the inclusion of shares by its security holdersCompany will: (a) any of its securities, it will promptly give written notice of the proposed registration to the registered Holder holder of any Warrant Stock issued or issuable upon the exercise of this NoteWarrant (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under applicable blue sky laws); and (b) include in such registration (and any related qualification or other compliance filing under applicable blue sky laws), and in any underwriting involved therein, all registered Holders or any portion of shares of common stock acquired the Warrant Stock then issued or issuable upon the conversion exercise of this Note, of its intention to do so and, on the Warrant as specified in a written request of any made by such registered holders given within twenty thirty (2030) days after receipt of any such the written notice (which request must be made within five (5) years from the date Company described in clause (a) above, provided, however, that if the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise such holders as part of the written notice described in clause (a) above. In such event, such holders' rights to registration pursuant to this Section 11 shall be conditioned upon participation in such underwriting and the inclusion of stock in the underwriting to the extent provided herein. Such holders and the Company (and any other security holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the representatives of the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provisions of this Note and which notice shall specify Section 11, if the representatives of the underwriter or underwriters determine in good faith that marketing factors make it advisable to impose a limitation on the number of secondary shares of common stock intended to be sold or disposed of by such registered holder and describe the nature of any proposed sale or other disposition thereof)underwritten, the Issuer will use its best efforts to cause all number of such secondary shares, the registered holders of which shall have requested if any, that may be included in the registration or qualification thereofand underwriting on behalf of such holders, and any other security holders proposing to distribute their securities of the Company through such underwriting shall be allocated in proportion, as nearly as practicable, to the respective amounts of securities that they had requested to be included in such notification registration at the time of filing the registration statement proposed to be filed by statement. If such holders disapprove of the Issuer; provided, however, that nothing herein shall prevent the Issuer from, at any time, abandoning or delaying terms of any such registration initiated underwriting, they may elect to withdraw therefrom by it. If any such registration shall be underwritten in whole or in part, the Issuer may require that the shares requested for inclusion pursuant to this section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment, as expressed in writing delivered written notice to the registered holder(s), Company and the representatives of the managing underwriter of such public offering the inclusion of all of the shares originally covered by a request for registration would reduce the number of shares to be offered by the Issuer or interfere with the successful marketing of the shares of stock offered by the Issuer, the number of shares otherwise to be included pursuant to this Section in the underwritten public offering may be reduced; provided, however, that any such required reduction shall be pro rata among all persons (other than the Issuer) who are participating in such offering. Those shares which are thus excluded from the underwritten public offering shall be withheld from the market for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. All expenses of such offering, except the fees of special counsel to such holders and brokers' commissions or underwriting discounts payable by such holders, shall be borne by the Issuerunderwriters.

Registration Right. 5.1. (aA) If, commencing one (1) year after If the date hereof, the Issuer Company at any time proposes to claim an exemption under Section 3(b) for a public offering of register any of its securities or to register under the Securities Act for sale to the public, whether for its own account or for the account of 1933 other security holders or both (except by a claim of exemption with respect to registration statements on Forms S-4 or registration statement on a S-8 or another form that does not permit available for registering the inclusion of shares by its security holders) any of its securitiesRegistrable Securities for sale to the public), each such time it will give written notice to the registered Holder of this Note, and all registered Holders of shares of common stock acquired upon the conversion of this Note, Employee of its intention so to do so and, on do. Upon the written request of any such registered holders given Employee, received by the Company within twenty (20) 30 days after receipt the giving of any such notice (which request must be made within five (5) years from by the date of this Note and which notice shall specify the shares of common stock intended to be sold or disposed of by such registered holder and describe the nature of any proposed sale or other disposition thereof)Company, the Issuer Company will use its best efforts cause the Registrable Securities as to cause all such shares, the registered holders of which registration shall have been so requested the registration or qualification thereof, to be included in such notification of the securities to be covered by the registration statement proposed to be filed by the IssuerCompany, all to the extent requisite to permit the sale or other disposition by Employee (in accordance with its written request) of such Registrable Securities so registered; provided, however, that nothing herein shall prevent the Issuer from, at any time, abandoning or delaying any such registration initiated by it. If any such registration shall be underwritten in whole or in part, the Issuer may require that the shares requested for inclusion pursuant to this section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment, as expressed in writing delivered to the registered holder(s), of if the managing underwriter of such public the Company's offering delivers in good faith a written opinion to Employee that either because of (A) the kind of securities which the Employee or the Company intends to include in the offering or (B) the size of the offering which Employee or the Company intend to make, the success of the offering or the market for the Company's common stock would be materially and adversely affected by the inclusion of all the Registrable Securities requested to be included (I) in the event that the size of the shares originally covered by a request offering is the basis for registration would reduce the number managing underwriter's opinion, the amount of shares the securities to be offered by for the Issuer or interfere with the successful marketing account of the shares Employee and each other person registering securities of stock offered by the Issuer, Company pursuant to similar incidental registration rights shall be reduced pro rata to the number extent necessary to reduce the total amount of shares otherwise securities to be included pursuant in such offering to this Section the amount reasonably recommended by such managing underwriter; and (II) in the underwritten public event that the combination of securities to be offered is the basis of such managing underwriter's opinion, 1) the Registrable Securities and other securities to be included in such offering may be reduced; provided, however, that any such required reduction shall be pro rata among all persons reduced as described in clause (other than I) above or, 2) if the Issueractions described in clause (I) who are participating would, in the reasonable judgment of the managing underwriter, be insufficient to substantially eliminate the material and adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering. Those Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Paragraph 17(A) without thereby incurring any liability to Employee. The Company shall not be required to register shares of Registrable Securities of Employee after the Company has filed two (2) registration statements which are thus excluded from included Registrable Securities and such registration statements have become effective, remained effective for the underwritten public offering shall be withheld from period of distribution, and the market for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. All expenses of such offering, except the fees of special counsel to such holders and brokers' commissions or underwriting discounts payable by such holders, shall be borne by the Issuertransaction described therein were closed.

Registration Right. 5.1. (a) If, commencing one (1) year after If the date hereof, the Issuer proposes Company shall determine to claim an exemption under Section 3(b) for a public offering of register any of its securities common stock either for its own account or the account of a security holder or holders, other than a registration relating solely to register under the Securities Act of 1933 (except by a claim of exemption i) employee benefit plans, or (ii) registration statement on a any registration form that does not permit secondary sales, the inclusion of shares by its security holdersCompany will: (a) any of its securities, it will promptly give written notice of the proposed registration to the registered Holder holders of any Warrant Stock issued or issuable upon the exercise of this NoteWarrant (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under applicable blue sky laws); and (b) include in such registration (and any related qualification or other compliance filing under applicable blue sky laws), and in any underwriting involved therein, all registered Holders or any portion of shares of common stock acquired the Warrant Stock then issued or issuable upon the conversion exercise of this Note, of its intention to do so and, on the Warrant as specified in a written request of any made by such registered holders given within twenty thirty (2030) days after receipt of any such the written notice (which request must be made within five (5) years from the date Company described in clause (a) above, provided, however, that if the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise such holders as part of the written notice described in clause (a) above. In such event, such holders' rights to registration pursuant to this Section 11 shall be conditioned upon participation in such underwriting and the inclusion of stock in the underwriting to the extent provided herein. Such holders and the Company (and any other security holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the representatives of the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provisions of this Note and which notice shall specify Section 11, if the representatives of the underwriter or underwriters determine in good faith that marketing factors make it advisable to impose a limitation on the number of secondary shares of common stock intended to be sold or disposed of by such registered holder and describe the nature of any proposed sale or other disposition thereof)underwritten, the Issuer will use its best efforts to cause all number of such secondary shares, the registered holders of which shall have requested if any, that may be included in the registration or qualification thereofand underwriting on behalf of such holders, and any other security holders proposing to distribute their securities of the Company through such underwriting shall be allocated in proportion, as nearly as practicable, to the respective amounts of securities that they had requested to be included in such notification registration at the time of filing the registration statement proposed to be filed by statement. If such Holders disapprove of the Issuer; provided, however, that nothing herein shall prevent the Issuer from, at any time, abandoning or delaying terms of any such registration initiated underwriting, they may elect to withdraw therefrom by it. If any such registration shall be underwritten in whole or in part, the Issuer may require that the shares requested for inclusion pursuant to this section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment, as expressed in writing delivered written notice to the registered holder(s), Company and the representatives of the managing underwriter of such public offering the inclusion of all of the shares originally covered by a request for registration would reduce the number of shares to be offered by the Issuer or interfere with the successful marketing of the shares of stock offered by the Issuer, the number of shares otherwise to be included pursuant to this Section in the underwritten public offering may be reduced; provided, however, that any such required reduction shall be pro rata among all persons (other than the Issuer) who are participating in such offering. Those shares which are thus excluded from the underwritten public offering shall be withheld from the market for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. All expenses of such offering, except the fees of special counsel to such holders and brokers' commissions or underwriting discounts payable by such holders, shall be borne by the Issuerunderwriters.