Common use of Required Registrations Clause in Contracts

Required Registrations. (i) At any time after TBD November 30, 2003, a Shareholder or Shareholders holding in the aggregate at least 50% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2, if applicable (or any successor form), of Registrable Shares owned by such Shareholder or Shareholders having an aggregate offering price of at least $3,000,000 (based on the then current public market price or fair value). 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. In the event such registration is underwritten, the right of other Shareholders to participate shall be conditioned on such Shareholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Shareholders. Such 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 Shareholders may request in such notice of election, subject to the approval of the underwriter managing the offering. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration, on Form S-1 or Form S-2, if applicable (or any successor form), of all Registrable Shares which the Company has been requested to so register.

Required Registrations. (ia) At any time after TBD November 30, 2003the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Shareholder Stockholder or Shareholders holding in Stockholders may request the aggregate at least 50% of the Registrable Shares may requestCompany, in writing, that the Company to effect the registration on Form S-1 or Form S-2, if applicable S-3 (or any such successor form), of Registrable Shares owned by such Shareholder or Shareholders having an aggregate offering price of at least $3,000,000 1,000,000 (based on the then current public market price or fair valueprice). 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. In the event such registration is underwritten, the right of other Shareholders to participate shall be conditioned on such Shareholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all ShareholdersStockholders. Such Shareholders 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 Shareholders Stockholders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, subject 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 their total ownership of shares of Common Stock (giving effect to the approval conversion into Common Stock of the underwriter managing the offeringall securities convertible thereinto). Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration, registration on Form S-1 or Form S-2, if applicable S-3 (or any such successor form), ) of all Registrable Shares which the Company has been requested to so register.

Required Registrations. (ia) At any time after TBD November the earlier of June 30, 20032002, or 12 months after the closing of a sale of shares of Common Stock in a bona fide firm commitment public offering pursuant to an effective Registration Statement under the Securities Act resulting in at least $10,000,000 of gross proceeds to the Company, a Shareholder Stockholder or Shareholders Stockholders holding in the aggregate at least 50% of the voting power of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2, if applicable (or any successor form), of the Registrable Shares owned by such Shareholder Stockholder or Shareholders having an aggregate offering price of at least $3,000,000 (based on the then current public market price or fair value)Stockholders. 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. In the event such registration is underwritten, the right of other Shareholders to participate shall be conditioned on such Shareholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all ShareholdersStockholders. Such Shareholders 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 Shareholders Stockholders may request in such notice of election, subject to the approval of the underwriter managing the offering. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration, on Form S-1 or Form S-2, if applicable (or any successor form), registration of all Registrable Shares which the Company has been requested to so register.