Common use of Required Registrations Clause in Contracts

Required Registrations. (a) Commencing on the date hereof, a Stockholder or Stockholders may request, in writing (which request shall state the number of Registrable Shares to be so registered, the intended method of distribution and a certification as to the market value of such shares as described below), that the Company effect the registration of Registrable Shares owned by such Stockholder or Stockholders having an aggregate offering price of at least $1,000,000 (based on the last reported sale price for the Common Stock on the business day preceding the date of such written request, as reported by the OTC Bulletin Board or any other exchange or market on which the Common Stock is then listed or included for quotation). Upon receipt of any such request, the Company shall within 10 days give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered, provided, however, that the number of Registrable Shares shall not be reduced unless all securities that are not Registrable Shares are first excluded from the underwriting. Thereupon, the Company shall file a Registration Statement under the Act, to the extent necessary to permit the sale or other disposition of the subject Registrable Shares in accordance with the intended method of distribution specified in the written registration request.

Required Registrations. (a) Commencing on At any time after the date hereofend of the nine-month period following the Initial Public Offering pursuant to a Registration Statement, a Stockholder Shareholder or Stockholders Shareholders holding in the aggregate at least thirty percent of the Registrable Shares may request, in writing (which request shall state the number of Registrable Shares to be so registered, the intended method of distribution and a certification as to the market value of such shares as described below)writing, that the Company effect the registration on Form S-1, or if available, Form S-3 (or any successor form) of Registrable Shares owned by such Stockholder Shareholder or Stockholders Shareholders having an aggregate offering price of at least $1,000,000 (based on the last reported sale then current market price for or fair value). If the Common Stock on holders initiating the business day preceding registration intend to distribute the date Registrable Shares by means of an underwriting, they shall so advise the Company in their request of such written requestintention and of their selection of an underwriter (which selection shall be subject to the consent of the Company, as reported by which consent shall not be unreasonably withheld). In the OTC Bulletin Board or any event such registration is underwritten, the right of other exchange or market Shareholders to participate shall be conditioned on which the Common Stock is then listed or included for quotation)such Shareholders' participation in such underwriting. Upon receipt of any such request, the Company shall within 10 days promptly give written notice of such proposed registration to all StockholdersShareholders. Such Stockholders Shareholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders they may request in such notice of election; provided that if . If in the opinion of the managing underwriter (if any) managing the offering determines that, because registration of marketing factors, all of the Registrable Shares which the Shareholders have requested to be registered by all Stockholders may not be included in the would materially and adversely affect such public offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the only that number of Registrable Shares which they have requested to the managing underwriter believes may be so registered, provided, however, that sold without causing such material adverse effect shall be included in the number underwriting. The Shareholders of Registrable Shares shall not be reduced unless all securities that are not Registrable Shares are first excluded from the underwriting. Thereupon, the Company shall file a Registration Statement under the Act, to the extent necessary to permit the sale or other disposition of the subject Registrable Shares in accordance with the intended method of distribution specified in the written registration request.who

Required Registrations. (a) Commencing At any time after the closing of the Company's first underwritten public offering of shares of Common Stock pursuant to a Registration Statement but prior to the time at which the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), the date hereof, a Stockholder or Stockholders (other than Banyan Systems Incorporated, unless it is transferred rights under this Agreement pursuant to Section 12 hereof) may request, in writing (which request shall state the number of Registrable Shares to be so registered, the intended method of distribution and a certification as to the market value of such shares as described below)writing, that the Company effect the registration on Form S-1 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders having Stockholders. If the holders initiating the registration intend to distribute the Registrable Shares by means of an aggregate offering price of at least $1,000,000 (based on underwriting, they shall so advise the last reported sale price for the Common Stock on the business day preceding the date of such written Company in their request, as reported by and the OTC Bulletin Board or any Company shall, if practicable, select a nationally recognized underwriter. In the event such registration is underwritten, the right of other exchange or market Stockholders to participate shall be conditioned on which the Common Stock is then listed or included for quotation)such Stockholders' participation in such underwriting. Upon receipt of any such request, the Company shall within promptly, but in no event later than 10 days following such receipt, give written notice of such proposed registration to all StockholdersStockholders (including Banyan Systems Incorporated). Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered, provided, however, that the number of Registrable Shares shall not be reduced unless all securities that are not Registrable Shares are first excluded from the underwriting. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-1 (or any successor form) of all Registrable Shares which the Company has been requested to so register, and shall file a such Registration Statement under no later than 60 days after receiving the Act, to the extent necessary to permit the sale or other disposition of the subject Registrable Shares in accordance with the intended method of distribution specified in the written registration Stockholder's request.

Required Registrations. (a) Commencing on At any time after the date hereofearlier of June 9, 2000, or the closing of the Company's first underwritten public offering of shares of Common Stock pursuant to a Registration Statement, (i) a Stockholder or Stockholders holding in the aggregate at least 50% of the Existing Holders Registrable Shares may request, in writing (which request shall state the number of Registrable Shares to be so registered, the intended method of distribution and a certification as to the market value of such shares as described below)writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Existing Holders Registrable Shares owned by such Stockholder or Stockholders having that is either at least 25% of the Existing Holders Registrable Shares or with an aggregate offering price of at least $1,000,000 10,000,000 (based on the last reported sale then-current market price for or the Common Stock reasonably anticipated price to the public) and (ii) a Stockholder or Stockholders holding in the aggregate at least 50% of the Purchaser Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Purchaser Registrable Shares owned by such Stockholder or Stockholders that is either at least 25% of the Purchaser Registrable Shares or with an aggregate offering price of at least $10,000,000 (based on the business day preceding then-current market price or the date reasonably anticipated price to the public). If the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request and the Company shall have the right to approve the underwriter, which approval shall not be unreasonably withheld. In the event such written requestregistration is underwritten, as reported by the OTC Bulletin Board or any right of other exchange or market Stockholders to participate shall be conditioned on which the Common Stock is then listed or included for quotation)such other Stockholders' participation in such underwriting. Upon receipt of any such request, the Company shall within 10 days promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered, provided, however, that the number of Registrable Shares shall not be reduced unless all securities that are not Registrable Shares are first excluded from the underwriting. Thereupon, the Company shall file a Registration Statement under shall, as expeditiously as possible, use its best efforts to effect the Act, to the extent necessary to permit the sale registration on Form S-1 or other disposition Form S-2 (or any successor form) of the subject all Registrable Shares in accordance with which the intended method of distribution specified in the written registration requestCompany has been requested to so register.

Required Registrations. (ai) Commencing on At any time after the date hereofearlier of December 31, 2000, or the closing of the Company's first underwritten public offering of shares of Common Stock pursuant to a Registration Statement, a Stockholder or Stockholders holding in the aggregate at least 50% of the Registrable Shares may request, in writing (which request shall state the number of Registrable Shares to be so registered, the intended method of distribution and a certification as to the market value of such shares as described below)writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders having an aggregate offering price of at least $1,000,000 3,000,000 (based on the last reported sale then current market price for or fair value). If the Common Stock holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders to participate shall be conditioned on the business day preceding the date of such written request, as reported by the OTC Bulletin Board or any other exchange or market on which the Common Stock is then listed or included for quotation)Stockholders' participation in such underwriting. Upon receipt of any such request, the Company shall within 10 days promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided that if , subject to the approval of the underwriter (if any) managing the offering offering. If the managing underwriter determines that, because of that marketing factors, all factors require a limitation of the Registrable Shares requested number of shares to be registered by all Stockholders may not be included in the offeringunderwritten, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registeredincluded in a Registration Statement filed pursuant to this Section 8(c) shall be reduced pro rata among the requesting Stockholders based on the quotient of (1) the total Registrable Shares to be included in the Registration Statement, provided, however, that divided by (2) the total number of Registrable Shares shall not be reduced unless all securities that are not Registrable Shares are first excluded from the underwritingrequested registration. Thereupon, the Company shall file a Registration Statement under shall, as expeditiously as possible, use its best efforts to effect the Actregistration, to the extent necessary to permit the sale on Form S-1 or other disposition Form S-2 (or any successor form), of the subject all Registrable Shares in accordance with which the intended method of distribution specified in the written registration requestCompany has been requested to so register.

Required Registrations. (a) Commencing on At any time after September 13, 2000, any Preferred Holder or Holders holding at least 25% of the date hereof, a Stockholder or Stockholders Registrable Shares may request, in writing (which request shall state the number of Registrable Shares to be so registered, the intended method of distribution and a certification as to the market value of such shares as described below)writing, that the Company effect the registration (i) on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholder Preferred Holder or Stockholders Holders having an aggregate offering price to the public, based on the then current market price or fair value, of at least (A) $15,000,000, in the event of an initial public offering, or (B) $10,000,000, in the event of any subsequent public offering or (ii) on Form S-3 (or any successor form) of Registrable Shares owned by such Preferred Holder or Holders having an aggregate offering price of at least $1,000,000 (based on the last reported sale then current market price for or fair value). If the Common Stock Preferred Holder or Holders initiating the registration intend(s) to distribute the Registrable Shares by means of an underwriting, such Preferred Holder or Holders shall so advise the Company in its request. In the event such registration is underwritten, the right of other Preferred Holders to participate in such registration shall be conditioned on the business day preceding the date of such written request, as reported by the OTC Bulletin Board or any other exchange or market on which the Common Stock is then listed or included for quotation)Preferred Holders' participation in such underwriting. Upon receipt of any such request, the Company shall within 10 days promptly give written notice of such proposed registration to all Stockholdersother Preferred Holders. Such Stockholders Preferred Holders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders Preferred Holders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all Stockholders Preferred Holders may not be included in the offering, then all Stockholders Preferred Holders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered, provided, however, that the number of Registrable Shares shall not be reduced unless all securities that are not Registrable Shares are first excluded from the underwriting. Thereupon, the Company shall file a Registration Statement under shall, as expeditiously as possible, use its reasonable best efforts to effect the Actregistration on Form S-1, to the extent necessary to permit the sale Form S-2 or other disposition Form S-3 (or any successor form) of the subject all Registrable Shares in accordance with which the intended method of distribution specified in the written registration requestCompany has been requested to so register.

Required Registrations. (a) Commencing on At any time after the earlier of the second anniversary of the date hereofhereof or 180 days following the closing of the Company's first underwritten public offering of shares of Common Stock pursuant to a Registration Statement (the "First Eligible Demand Registration Date"), a Stockholder or Stockholders (other than the holder of the Prudential Warrant) holding in the aggregate more than 50% of the Registrable Shares may request, in writing (which request shall state the number of Registrable Shares to be so registered, the intended method of distribution and a certification as to the market value of such shares as described below)writing, that the Company effect the registration of Registrable Shares owned by such Stockholder or Stockholders having an aggregate anticipated offering price of at least $1,000,000 5,000,000 (based on the last reported sale then current market price for or fair value). If the Common Stock holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders and Management Stockholders to participate shall be conditioned on such person's participation in such underwriting (provided that the business day preceding terms of the date of such written request, as reported by the OTC Bulletin Board or any other exchange or market on which the Common Stock is then listed or included for quotationunderwriting are consistent with this Agreement). Upon receipt of any such request, the Company shall within 10 days promptly give written notice of such proposed registration to all Stockholders and to the Management Stockholders. Such Stockholders and Management Stockholders shall have the right, by giving written notice to the Company within 30 10 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders and Management Stockholders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all Stockholders and Management Stockholders may not be included in the offering, then all Stockholders and Management Stockholders who have requested registration shall participate in the registration pro rata based upon their total ownership of shares of Common Stock (giving effect to the number conversion into Common Stock of all securities convertible thereinto). Thereupon, subject to the foregoing, the Company shall, as expeditiously as possible, use its best efforts to effect the registration of all Registrable Shares which they have the Company has been requested to so register. Notwithstanding anything to the contrary contained herein, no request may be so registered, provided, however, that made under this Section 2 within 180 days after the number effective date of Registrable Shares shall not be reduced unless all securities that are not Registrable Shares are first excluded from the underwriting. Thereupon, the Company shall file a Registration Statement under filed by the Act, to the extent necessary to permit the sale or other disposition of the subject Registrable Shares in accordance with the intended method of distribution specified in the written registration requestCompany covering an underwritten public offering.

Required Registrations. (a) Commencing on At any time after the date hereofearlier of April 30, 2002 or six months after the closing of the Company's first underwritten public offering of shares of Common Stock pursuant to a Registration Statement, a Stockholder or Stockholders holding in the aggregate at least 30% of the Registrable Shares may request, in writing (which request shall state the number of Registrable Shares to be so registered, the intended method of distribution and a certification as to the market value of such shares as described below)writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders having an aggregate offering price of at least $1,000,000 30,000,000 (based on the last reported sale then current market price for or fair value). If the Common Stock holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders to participate shall be conditioned on the business day preceding the date of such written request, as reported by the OTC Bulletin Board or any other exchange or market on which the Common Stock is then listed or included for quotation)Stockholders' participation in such underwriting. Upon receipt of any such request, the Company shall within 10 days promptly give written notice of such proposed registration to all of the other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 20 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered, provided, however, that the number of Registrable Shares shall not be reduced unless all securities that are not Registrable Shares are first excluded from the underwriting. Thereupon, the Company shall file a Registration Statement under shall, as expeditiously as possible, use its best efforts to effect the Act, to the extent necessary to permit the sale registration on Form S-1 or other disposition Form S-2 (or any successor form) of the subject all Registrable Shares in accordance with which the intended method of distribution specified in the written registration requestCompany has been requested to so register.