Common use of Additional Registration Rights Clause in Contracts

Additional Registration Rights. (a) FORM S-3. The Company shall use its reasonable best efforts to qualify for the use of Form S-3 or any comparable or successor form or forms of the Commission; and to that end the Company shall register (whether or not required by law to do so) the Common Stock under the Exchange Act, in accordance with the provisions of the Exchange Act following the effective date of the first registration, if any, of any securities of the Company on Form S-1. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of Section 8.5, the holders of Registrable Securities shall have the right to request registrations on Form S-3 (by written request stating the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holder or holders), subject only to the following: (i) No request made under this Section 8.6 shall require a registration statement requested therein to become effective (i) prior to ninety (90) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering of Common Stock or (ii) prior to the effective date of a registration statement referred to in (i) above if the Company shall theretofore have given written notice of such registration statement to the holders of Registrable Securities pursuant to subsection 8.5(a) and shall have thereafter pursued the preparation, filing and effectiveness of such registration statement with diligence; (ii) The Company shall not be required to effect a registration pursuant to Section 8.6 unless the Registrable Securities requested to be registered pursuant to this Section 8.6 have a proposed public offering price of $500,000 or more; and (iii) The Company shall not be required to effect more than two (2) registrations pursuant to this Section 8.6, provided that such registrations have been declared or ordered effective. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 8.6 and shall provide a reasonable opportunity for other holders to participate in the registration, and, if the intended method of disposition specified as aforesaid is an underwritten public offering, participation by the Company and other holders of Common Stock shall be on the basis set forth in Section 8.5(b) above. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the holder or holders thereof for purposes of disposition. The Company's Obligations under this Section 8.6 shall terminate, as to any holder, on the first Termination Date applicable to such holder.

Additional Registration Rights. (a) FORM S-3. The Company shall use its reasonable best efforts to qualify for not, without the use of Form S-3 or any comparable or successor form or forms prior written consent of the Commission; and to that end the Company shall register (whether Holder, enter into any agreement with any holder or not required by law to do so) the Common Stock under the Exchange Act, in accordance with the provisions of the Exchange Act following the effective date of the first registration, if any, prospective holder of any securities of the Company that would provide to such holder or prospective holder the right to include securities in any registration on Form S-1other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis. After ARTICLE V PRE-EMPTIVE RIGHTS 5.1 Pre-emptive Rights. Subject to the terms and conditions of this Section 5.1 and applicable securities laws, if the Company proposes to offer or sell any Shares after the date hereof (“New Shares”), the Company shall first offer to each Stockholder a portion of such New Shares equal to the product of (1) the total number of New Shares proposed to be offered or sold by the Company and (2) a fraction, (x) the numerator of which is the number of Shares then owned by such Stockholder and (y) the denominator of which is the total number of Shares then issued and outstanding (the “Pro Rata Portion”). A Stockholder shall be entitled to apportion the pre-emptive rights hereby granted to it in such proportions as it deems appropriate among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Stockholder (“Holder Beneficial Owners”). (a) The Company shall give notice (the “Offer Notice”) to each Stockholder, stating (i) its bona fide intention to offer such New Shares, (ii) the number of such New Shares to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Shares. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Stockholder may elect to purchase or otherwise acquire, at the price and on (c) At expiration of such twenty (20) day period, the Company shall promptly notify each Stockholder that elects to purchase or acquire all the shares available to it (each a “Fully Exercising Holder”) of any other Stockholder’s failure to do likewise. During the ten (10) day period commencing after the date the Company has qualified for given such notice, each Fully Exercising Holder may, by giving notice to the use of Form S-3Company, elect to purchase or acquire, in addition to such Stockholder’s Pro Rata Portion, up to that portion of the rights contained in New Shares for which Stockholders were entitled to subscribe but that were not subscribed for by the foregoing provisions Stockholder, which is equal to the product of Section 8.5(1) the total number of New Shares proposed to be offered or sold by the Company and not purchased by the Fully Exercising Holders and (2) a fraction, (x) the holders numerator of Registrable Securities shall have the right to request registrations on Form S-3 (by written request stating which is the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares Shares then owned by such holder or holders), subject only Stockholder and (y) the denominator of which is the total number of Shares owned by all Fully Exercising Holders who wish to the following: (i) No request made under purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.6 5.1(b) shall require a registration statement requested therein to become effective (i) prior to occur within the later of ninety (90) days after of the effective date that the Offer Notice is given and the date of a registration statement filed by the Company covering a firm commitment underwritten public offering initial sale of Common Stock or New Shares pursuant to Section 5.1(d). (iid) prior to the effective date of a registration statement If all New Shares referred to in (i) above if the Offer Notice are not purchased or acquired as provided in Section 5.1(b), the Company shall theretofore have given written notice may, during the ninety (90) day period following the expiration of the periods provided in Section 5.1(b), offer and sell the remaining unsubscribed portion of such registration statement New Shares to any Person or Persons at a price not less than, and upon terms no more favorable to the holders offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of Registrable Securities pursuant the New Shares within such period, or if such agreement is not consummated within ninety (90) days of the execution thereof, the right provided hereunder shall be deemed to subsection 8.5(a) be revived and shall have thereafter pursued the preparation, filing and effectiveness of such registration statement with diligence; (ii) The Company New Shares shall not be required offered unless first reoffered to effect a registration pursuant to the Stockholders in accordance with this Section 8.6 unless the Registrable Securities requested to be registered 5.1. (e) Each Stockholder that exercises pre-emptive rights pursuant to this Section 8.6 have a proposed public offering price of $500,000 or more; and (iii) The Company 5.1 shall not be required to effect more than two (2) registrations pursuant to this Section 8.6, provided that such registrations have been declared or ordered effective. The Company shall give notice to all Holders of Registrable Securities deliver at the closing of the receipt issuance of a request for registration pursuant New Shares payment, to this Section 8.6 and shall provide a reasonable opportunity for other holders to participate in the registration, and, if the intended method of disposition specified as aforesaid is an underwritten public offering, participation bank account designated by the Company and other holders of Common Stock shall be on Company, in full in immediately available funds for the basis set forth in Section 8.5(b) aboveNew Shares purchased by such Stockholder. Subject to the foregoingAs such closing, the Stockholder shall execute such additional documents as the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the holder or holders thereof for purposes of disposition. The Company's Obligations under this Section 8.6 shall terminate, as to any holder, on the first Termination Date applicable to such holdermay reasonably request.

Additional Registration Rights. (a) FORM S-3. The If, at any time after the date of this Agreement, the Company shall use proposes to register any of its reasonable best efforts to qualify common stock under the Securities Act on a registration statement on Form S-1, Form S-2 or Form S-3 ( or an equivalent general registration form then in effect) for purposes of an underwritten offering or sale by or on behalf of the Company of common stock for its own account (a "primary offering") or upon the request or for the use account of Form S-3 any holder (a "Registering Shareholder") of common stock (a "secondary offering"), or for purposes of a combined primary and secondary offering (a "Combined offering"), then in each such case the Company shall, either prior to or not later than 15 days after the time when any comparable such registration statement is filed with the Commission, request the managing underwriter for such offering whether any or successor form or forms all the Shares held by Holders could be included in such offering without adversely affecting the marketing of the Commission; Company's intended offering. If the managing underwriter indicates that some or all the Shares could be so included, then the Company will promptly give written notice thereof to each Holder of Shares. Such notice shall specify, at a minimum, the estimated effective date of such registration statement, the proposed means of distribution of such shares, the managing underwriter or underwriters of such shares and a good faith estimate by the Company of the proposed maximum offering price thereof, as such price appears, or is proposed to appear, on the facing page of such registration statement. Upon the written direction of any such Holder of Shares, given within 10 days of the receipt by such Holder of any such written notice (which direction shall specify that end such Holder would like to include its pro rata number of Shares (based on the total number of Shares that the Holders are entitled to include in such offering) in such offering), the Company shall register (whether include in such registration statement all of such pro rata Shares then owned by such Holder. The expenses of counsel incurred by any such Holder, and any underwriters discounts or not required by law to do so) the Common Stock under the Exchange Actcommissions, in accordance with the provisions of the Exchange Act following the effective date of the first registration, if any, of any securities of the Company on Form S-1. After the Company has qualified shall be for the use account of Form S-3, in addition to the rights contained in the foregoing provisions of Section 8.5, the holders of Registrable Securities such Holder. Any such Holder shall have the right to request registrations on Form S-3 (withdraw such direction by giving written request stating notice to the number Company to such effect within 5 days after giving such direction. Notwithstanding the foregoing, no Holder of shares of Registrable Securities Shares shall have any right hereunder if the registration proposed to be disposed of and the intended method of disposition of such shares by such holder or holders), subject only to the following: (i) No request made under this Section 8.6 shall require a registration statement requested therein to become effective (i) prior to ninety (90) days after the effective date of a registration statement filed effected by the Company covering a firm commitment underwritten public offering relates solely to shares of Common Stock or (ii) prior common stock which are issuable solely to the effective date directors, officers, employees, celebrities and consultants of a registration statement referred to in (i) above if the Company shall theretofore have given written notice of such registration statement to the holders of Registrable Securities or any subsidiary thereof pursuant to subsection 8.5(a) and shall have thereafter pursued the preparationa bona fide employee stock option, filing and effectiveness of such registration statement with diligence; (ii) The Company shall not be required to effect a registration pursuant to Section 8.6 unless the Registrable Securities requested to be registered pursuant to this Section 8.6 have a proposed public offering price of $500,000 bonus or more; and (iii) The Company shall not be required to effect more than two (2) registrations pursuant to this Section 8.6, provided that such registrations have been declared other employee benefit plan or ordered effective. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 8.6 and shall provide a reasonable opportunity for other holders to participate in the registration, and, if the intended method of disposition specified as aforesaid is an underwritten public offering, participation by the Company and other holders of Common Stock shall be on the basis set forth in Section 8.5(b) above. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the holder or holders thereof for purposes of disposition. The Company's Obligations under this Section 8.6 shall terminate, as to any holder, on the first Termination Date applicable to such holderarrangement.

Additional Registration Rights. (a) FORM S-3. The Company shall use its reasonable best efforts If Optelecom at any time during the twelve- month period commencing on the Closing Date proposes to qualify for the use of Form S-3 or any comparable or successor form or forms of the Commission; and to that end the Company shall register (whether or not required by law to do so) the Optelecom Common Stock under the Exchange Securities Act of 1933 (the "Securities Act") (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes) for sale for its own account in accordance with a firm commitment underwritten offering, it will give written notice to the provisions Paragon Stockholders of its intention to do so and of such holders' rights under this section. Upon the Exchange Act following the effective date of the first registration, if any, written request of any securities such holder made within fifteen days after the receipt of any such notice (which request shall specify the Company on Form S-1. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of Section 8.5, the holders of Registrable Securities shall have the right to request registrations on Form S-3 (by written request stating the number of shares of Registrable Securities Optelecom Shares intended to be disposed of and the intended method of disposition of such shares by such holder or holdersholder), subject only to the following: (i) No request made under this Section 8.6 shall require a registration statement requested therein to become effective (i) prior to ninety (90) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering of Common Stock or (ii) prior to the effective date of a registration statement referred to in (i) above if the Company shall theretofore have given written notice of such registration statement to the holders of Registrable Securities pursuant to subsection 8.5(a) and shall have thereafter pursued the preparation, filing and effectiveness of such registration statement with diligence; (ii) The Company shall not be required to effect a registration pursuant to Section 8.6 unless the Registrable Securities requested to be registered pursuant to this Section 8.6 have a proposed public offering price of $500,000 or more; and (iii) The Company shall not be required to effect more than two (2) registrations pursuant to this Section 8.6, provided that such registrations have been declared or ordered effective. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 8.6 and shall provide a reasonable opportunity for other holders to participate in the registration, and, if the intended method of disposition specified as aforesaid is an underwritten public offering, participation by the Company and other holders of Common Stock shall be on the basis set forth in Section 8.5(b) above. Subject to the foregoing, the Company Optelecom will use its best efforts to effect promptly the registration under the Securities Act of all shares the Optelecom Shares which Optelecom has been so requested to register by the Paragon Stockholders. If the managing underwriter advises Optelecom in writing that, in its opinion, the amount of Registrable Securities securities requested to be included in such registration by all selling stockholders exceeds the amount which can be sold in such offering, so as to be likely to have an adverse effect on Form S-3 such offering as contemplated by Optelecom (including the price at which Optelecom proposes to sell such securities), then Optelecom will include in such registration (i) first, 100% of the securities Optelecom proposes to sell on a primary basis, and (ii) second, the amount of securities requested to be included in such registration by selling stockholders which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, such amount to be allocated pro rata among all selling stockholders on the basis of the relative number of securities requested to be included in the registration statement by each such stockholder. Unless otherwise agreed by Optelecom, the Paragon Stockholders shall offer and sell Optelecom Shares in an underwritten offering using the same underwriter or underwriters and, subject to the extent requested by the holder or holders thereof for purposes provisions of disposition. The Company's Obligations under this Section 8.6 shall terminate, as to any holderAgreement, on the first Termination Date applicable to same terms and conditions as other shares of Optelecom Common Stock included in such holderunderwritten offering.

Additional Registration Rights. (a) FORM S-3. The Company shall use its reasonable best efforts to qualify for For two years after the use of Form S-3 or any comparable or successor form or forms ------------------------------ exercise of the Commission; and Option, if Issuer at any time after the exercise of the Option proposes to that end the Company shall register (whether or not required by law to do so) the any shares of Issuer Common Stock under the Exchange ActSecurities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to the Holders of its intention to do so and, upon the written request of any Holder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Holder), Issuer will cause all such shares for which a Holder requests participation in such registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause all of such shares to be so registered (i) if the managing underwriter imposes a limitation on the number of shares of Issuer Common Stock that may be included in the registration because, in accordance with the provisions of the Exchange Act following the effective date of the first registrationsuch underwriter's judgment, such limitation would be necessary to effect an orderly public distribution, then Issuer will be obligated to include only such limited portion, if any, of any securities of the Company on Form S-1. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of Section 8.5, the holders of Registrable Securities shall have the right to request registrations on Form S-3 (by written request stating the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holder or holders), subject only to the following: (i) No request made under this Section 8.6 shall require a registration statement requested therein to become effective (i) prior to ninety (90) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering of Issuer Common Stock with respect to which the Holders have requested inclusion hereunder, or (ii) prior to in the effective date case of a registration statement referred solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor form, in (i) above if the Company shall theretofore have given written notice of such registration statement to the holders of Registrable Securities pursuant to subsection 8.5(a) and shall have thereafter pursued the preparation, filing and effectiveness of such registration statement with diligence; (ii) The Company which case Issuer shall not be required to effect a registration include any of Holder's shares in the registration; provided, further, however, that an election pursuant to Section 8.6 unless (i) may be only made one time. If some but not all the Registrable Securities requested shares of Issuer Common Stock, with respect to be registered pursuant to this Section 8.6 which Issuer shall have a proposed public offering price of $500,000 or more; and (iii) The Company shall not be required to effect more than two (2) registrations pursuant to this Section 8.6, provided that such registrations have been declared or ordered effective. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request received requests for registration pursuant to this Section 8.6 and 9(b), shall provide a reasonable opportunity for other holders be excluded from such registration, Issuer shall make appropriate allocation of shares to participate be registered among the Holders desiring to register their shares pro rata in the registration, and, if proportion that the intended method number of disposition specified as aforesaid is an underwritten public offering, participation shares requested to be registered by each such Holder bears to the Company and other holders total number of shares requested to be registered by all such Holders then desiring to have Issuer Common Stock registered for sale. Issuer shall not be on the basis set forth in Section 8.5(b) above. Subject to the foregoing, the Company will use its best efforts obligated to effect promptly the more than one (1) registration of all shares of Registrable Securities on Form S-3 pursuant to the extent requested by the holder or holders thereof for purposes of disposition. The Company's Obligations under this Section 8.6 shall terminate, as to any holder, on the first Termination Date applicable to such holder9(b).

Additional Registration Rights. (a) FORM S-3. The Company shall use its reasonable best efforts to qualify for For two years after the use of Form S-3 or any comparable or successor form or forms exercise ------------------------------ of the Commission; and Option, if Issuer at any time after the exercise of the Option proposes to that end the Company shall register (whether or not required by law to do so) the any shares of Issuer Common Stock under the Exchange ActSecurities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to the Holders of its intention to do so and, upon the written request of any Holder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Holder), Issuer will cause all such shares for which a Holder requests participation in such registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause all of such shares to be so registered (i) if the managing underwriter imposes a limitation on the number of shares of Issuer Common Stock that may be included in the registration because, in accordance with the provisions of the Exchange Act following the effective date of the first registrationsuch underwriter's judgment, such limitation would be necessary to effect an orderly public distribution, then Issuer will be obligated to include only such limited portion, if any, of any securities of the Company on Form S-1. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of Section 8.5, the holders of Registrable Securities shall have the right to request registrations on Form S-3 (by written request stating the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holder or holders), subject only to the following: (i) No request made under this Section 8.6 shall require a registration statement requested therein to become effective (i) prior to ninety (90) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering of Issuer Common Stock with respect to which the Holders have requested inclusion hereunder, or (ii) prior to in the effective date case of a registration statement referred solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor form, in (i) above if the Company shall theretofore have given written notice of such registration statement to the holders of Registrable Securities pursuant to subsection 8.5(a) and shall have thereafter pursued the preparation, filing and effectiveness of such registration statement with diligence; (ii) The Company which case Issuer shall not be required to effect a registration include any of Holder's shares in the registration; provided, further, however, that an election pursuant to Section 8.6 unless (i) may be only made one time. If some but not all the Registrable Securities requested shares of Issuer Common Stock, with respect to be registered pursuant to this Section 8.6 which Issuer shall have a proposed public offering price of $500,000 or more; and (iii) The Company shall not be required to effect more than two (2) registrations pursuant to this Section 8.6, provided that such registrations have been declared or ordered effective. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request received requests for registration pursuant to this Section 8.6 and 9(b), shall provide a reasonable opportunity for other holders be excluded from such registration, Issuer shall make appropriate allocation of shares to participate be registered among the Holders desiring to register their shares pro rata in the registration, and, if proportion that the intended method number of disposition specified as aforesaid is an underwritten public offering, participation shares requested to be registered by each such Holder bears to the Company and other holders total number of shares requested to be registered by all such Holders then desiring to have Issuer Common Stock registered for sale. Issuer shall not be on the basis set forth in Section 8.5(b) above. Subject to the foregoing, the Company will use its best efforts obligated to effect promptly the more than one (1) registration of all shares of Registrable Securities on Form S-3 pursuant to the extent requested by the holder or holders thereof for purposes of disposition. The Company's Obligations under this Section 8.6 shall terminate, as to any holder, on the first Termination Date applicable to such holder9(b).

Additional Registration Rights. (a) FORM S-3. The Company shall use its reasonable best efforts to qualify for If after the use Shelf -------------------------------- Registration Period there remains a Holder of Form S-3 or any comparable or successor form or forms of the Commission; Registrable Securities and to that end the Company shall register (whether or not required by law to do so) the Common Stock under the Exchange Act, in accordance with the provisions of the Exchange Act following the effective date of the first registration, if any, of any securities such Holder is an Affiliate of the Company or such Holder reasonably believes that they are deemed to be an Affiliate of the Company (both, a "Holder Affiliate"), and the company proposes to file on its behalf or on behalf of any of its security holders (other than Holders of Registrable Securities) (the "demanding security holders") a registration statement under the Securities Act on any form (other than a Registration Statement on Form S-1. After S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company has qualified pursuant to any employee benefit plan, respectively) for the use general registration of Form S-3securities to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Exc hange Act) of the Company, in addition it will give written notice to such Holder Affiliate of the rights contained in the foregoing provisions of Section 8.5, the holders of Registrable Securities at least 45 days before the initial filing with the Commission of such registration statement which notice shall have the right to request registrations on Form S-3 (by written request stating the number of shares of Registrable Securities to be disposed of and set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares by of Registrable Securities, as such holder or holders), subject only Holder Affiliate may request. Each Holder Affiliate of any Registrable Securities desiring to the following: (i) No request made have Common Stock registered under this Section 8.6 7.03 shall require a registration statement requested therein to become effective (i) prior to ninety (90) advise the Company in writing within 30 days after the effective date of receipt of such offer from the Company, setting forth the amount of such Common Stock for which registration is requested. The Company shall thereupon include in such filing the number of shares of Common Stock for which registration is so requested, subject to the following sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If a registration statement filed public offering is proposed for the securities being registered by the Company covering a firm commitment underwritten or such demanding security holder and the managing underwriter of such public offering advises the Company in writing that, in its opinion, the distribution of the Common Stock or (ii) prior requested to be included in the effective date of a registration statement referred to in (i) above if concurrently with the securities being registered by the Company shall theretofore have given written notice or such demanding security holder would materially and adversely affect the distribution of such registration statement securities by the Company or such demanding security holder, then the Company, if applicable, and all selling security holders (including, if applicable, the Holder and the demanding security holders who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis; provided, however, that the holders of Registrable Securities pursuant to subsection 8.5(a) and shall have thereafter pursued the preparation, filing and effectiveness of such registration statement with diligence; (ii) The Company company shall not be required to effect reduce the amount of securities to be distributed on its behalf to less than 50% of the aggregate number of securities to be registered in such offering. (b) The Holder Affiliates of at least a registration pursuant to Section 8.6 unless majority of the Registrable Securities held by Holder Affiliates that remain outstanding may make a written request to the Company after the Shelf Registration Period requesting that the Company effect the registration of such Registrable Securities under the Securities Act specifying the aggregate number of Shares of Registrable Securities proposed to be sold by the Holder Affiliates and the intended method or methods of disposition thereof. The Company shall promptly notify all such Holder Affiliates in writing of the receipt of such request and each such Holder Affiliate may elect (by written notice sent to the Company within ten business days from the date of such Holder Affiliate's receipt of the aforementioned notice from the Company) to have its Registrable Securities included in such registration thereof pursuant to this Section 7.03(b). Thereupon, the Company shall, as expeditiously as is possible, effect the registration under the Securities Act of all shares of Common Stock which the Company has been so requested to register by such Holder Affiliates for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Common Stock so registered; provided, however, that (i) at least 25% of the Registrable Securities held by Affiliates must be registered pursuant to this Section 8.6 have a proposed public offering price of $500,000 or more; and such demand registration, (iiiii) The the Company shall not be required to effect more than two (2) registrations one registration of any Common Stock pursuant to this Section 8.67.03(b), provided that (iii) a demand registration will not count as such registrations have been declared until it has become effective, and, (a) if the demand registration does not become effective because a material adverse change has occurred, or ordered is reasonably likely to occur, in the condition (financial or otherwise), business, assets or results of operations of the Company and its subsidiaries taken as a whole subsequent to the date of the written request made by the Holder Affiliates or (b) if, after the demand registration has become effective. The Company shall give notice to all Holders , an offering of Registrable Securities pursuant to a registration is interfered with by any stop order, injunction, or other order or requirement of the receipt Commission or other governmental agency or court then the demand registration shall not be deemed to have been effected and will not count as a demand registration, (iv) a demand registration will not count as such if the Company offers any shares of a request for stock pursuant to such registration in accordance with the next sentence and (v) the Company may delay filing one registration statement pursuant to this Section 8.6 7.03(b) for a period of up to 90 days. If a demand registration was initiated pursuant to this Section 7.03(b) and the Company then wishes to offer shares of stock in connection with such registration, then such registration will be considered a registration pursuant to Section 7.03(a) and the provisions of Section 7.03(a) and not this Section 7.03(b) shall provide a reasonable opportunity for other holders apply. If the Holder Affiliates so elect, the offering of such Registrable Securities pursuant to participate such demand registration shall be in the registration, and, if form of a "firm commitment" underwritten offering. A majority in interest of the intended method of disposition specified as aforesaid is an underwritten public offering, participation by Holder Affiliates shall have the Company right to select the managing underwriters and other holders of Common Stock shall any additional investment bankers and managers to be on the basis set forth used in Section 8.5(b) above. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the holder or holders thereof for purposes of disposition. The Company's Obligations connection with any offering under this Section 8.6 7.03(b), subject to the Company's approval, which approval shall terminate, as to any holder, on the first Termination Date applicable to such holdernot be unreasonably withheld.