Common use of Demand and Piggy Back Registrations Clause in Contracts

Demand and Piggy Back Registrations. (a) Upon the written request (a “Registration Request”) to register shares of Transfer Restricted Securities by Holders of not less than a majority of the then outstanding Transfer Restricted Securities, the Company will use its reasonable best efforts to file with the SEC as promptly as practicable thereafter (but in no event later than thirty (30) days following the date of receipt of a Registration Request), a Registration Statement under the Securities Act registering the resale of such Transfer Restricted Securities and will use its reasonable best efforts to effect the registration of the Transfer Restricted Securities under all applicable state securities and blue sky laws on or prior to 150 days following the date of receipt of a Registration Request. Such request shall state the intended method of disposition of the Transfer Restricted Securities sought to be registered, which may include the underwritten public offering of such Transfer Restricted Securities. Whenever the Company shall be requested to effect the registration of any Transfer Restricted Securities under the Securities Act pursuant to this Section 2(a), the Company shall promptly give written notice of such proposed registration to all Holders stating that such Holders have the right to request that any or all of the Transfer Restricted Securities owned by them be included in such registration. The Company shall include in such registration all Transfer Restricted Securities with respect to which the Company receives written requests from the Holders thereof for inclusion therein (stating the intended method of disposition of such Transfer Restricted Securities) if such requests are received within 20 calendar days of the Company’s delivery of written notice pursuant to the preceding sentence. The Registration Statement shall be on Form S-1 or S-3 under the Securities Act or another appropriate registration permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by them. The holders shall be entitled to request not more than three (3) such registrations pursuant to this Section 2(a). The Company shall use its reasonable best efforts to keep the Registration Statement effective for a continuous period until such time as no Transfer Restriction Securities remain outstanding by supplementing and amending the Registration Statement to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the holder thereof entitled to the benefits of this Section 2(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the rules, regulations or instructions applicable to the registration form used for such Registration Statement.

Demand and Piggy Back Registrations. (a) Upon Subject to the written provisions of this Section 15, one or more Holders of at least 51% of the Common Stock issuable upon exercise of all Warrants 98-1, 98-2 and 98-3 (the "Registrable Securities") may make one request (the "Demand Request") registration for sale under the Securities Act of the Registrable Securities, provided that such Holders request registration for sale of a “Registration Request”) to register number of shares which represents at least 51% of the total number of shares of Transfer Restricted Securities Common Stock held by all Holders on the date of not less than a majority of the then outstanding Transfer Restricted Securitiessuch Demand Request. The Company shall thereafter, the Company will as expeditiously as practicable, use its reasonable best efforts to file with the SEC as promptly as practicable thereafter (but in no event later than thirty (30) days following the date of receipt of a Registration Request), a Registration Statement under the Securities Act registering of 1933 (the resale "Securities Act") a registration statement on the appropriate form covering all Registrable Securities specified in the Demand Request (the "Registration Statement"). The Demand Request shall specify the intended methods of disposition thereof and the information required by Item 507 of Regulation S-K under the Securities Act. Upon such Transfer Restricted Securities and will Demand Request, subject to this Section 15, the Company shall use its reasonable best efforts to promptly effect the registration of the Transfer Restricted such Registrable Securities under all applicable state securities (i) the Securities Act, and (ii) if applicable, the blue sky laws of such jurisdictions as any Holder of such Registrable Securities requesting such registration or any underwriter, if any, may reasonably request. The Company shall be deemed to have effected a Demand Registration if the Registration Statement relating to such Demand Request is filed with the SEC but the requesting Holders inform the Company that they desire that the Registration Statement be withdrawn or abandoned; provided, however, that such withdrawal does not result from action or inaction on the part of the Company that has materially and adversely affected the value of such registration to the participating Holders, or prior if the Registration Statement is declared effective by the SEC and remains effective until the earlier of the date on which (i) all the Registrable Securities subject to 150 days following such Registration Statement have been disposed of, (ii) nine months have elapsed from the date of receipt such effectiveness or (iii) the Registrable Securities are eligible for resale under Securities Act Rule 144(k). If at any time or from time to time during the time period applicable to the Demand Registration any of the Holders of the Registrable Securities covered by a Registration Request. Such request shall state Statement desire to sell Registrable Securities in an underwritten offering, the intended method investment banker or investment bankers that will manage the offering will be selected by the Holders of disposition at least 51% of the Transfer Restricted Registrable Securities sought included in such offering; provided that the selection of any such investment banker or investment bankers is subject to the approval and consent by the Company. The Company shall not be registeredrequired to file any Registration Statement pursuant to this Section 15(a) for a deferral period of up to 120 days if the Board of Directors of the Company in good faith determines that such registration would interfere with any proposed offering of shares of the Company's capital stock, which may include pending financing transaction, or acquisition, corporate reorganization or other significant transaction involving the underwritten Company. (b) If the Company proposes to make a registered public offering of such Transfer Restricted Securities. Whenever the Company shall be requested to effect the registration any of any Transfer Restricted Securities its Common Stock under the Securities Act pursuant to this Section 2(a(except for offerings on Forms S-4, X-0 xx any successor forms), the Company shall promptly agrees on each such occasion during the term of this Warrant, subject to the provisions of this Section 15, to give written notice of such the proposed registration to all Holders stating that such Holders have Holder, not less than 15 days prior to the right to request that any or all proposed filing date of the Transfer Restricted Securities owned by them be included registration statement, and at the written request of Holder delivered in such registration. The Company shall include in such registration all Transfer Restricted Securities with respect writing to which the Company receives written requests from within 10 days after the Holders thereof for inclusion therein (stating receipt of said notice, the intended method of disposition of such Transfer Restricted Securities) if such requests are received within 20 calendar days of the Company’s delivery of written notice pursuant Company agrees, subject to the preceding sentence. The Registration Statement shall be on Form S-1 or S-3 under the Securities Act or another appropriate registration permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by them. The holders shall be entitled to request not more than three (3) such registrations pursuant to this Section 2(a). The Company shall use its reasonable best efforts to keep the Registration Statement effective for a continuous period until such time as no Transfer Restriction Securities remain outstanding by supplementing and amending the Registration Statement to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the holder thereof entitled to the benefits provisions of this Section 2(a)15, to -14- 16 include in the registration statement and offering, and to ensure that it conforms with in any underwriting of the requirements of this Agreementoffering, all Warrant Shares as may have been designated in the Securities Act and the rules, regulations or instructions applicable to the registration form used for such Registration StatementHolder's request.

Demand and Piggy Back Registrations. A. DEMAND REGISTRATIONS (ai) Upon At any time and from time to time on or after the earlier of (i) the date which is six months following the closing of the first registered public offering of the Company resulting in gross proceeds of at least $35,000,000 to the Company (the "Initial Public Offering") and (ii) July 28, 2005, an Initiating Holder may make a written request to the Company (a “Registration "Demand Request”") for registration under the Securities Act of all or part of the Registrable Securities held by such Initiating Holder and its Affiliates and Permitted Transferees (a "Demand Registration"); provided that the Registrable Securities requested to register be registered shall, on the date such request is delivered, have an aggregate market value of $10,000,000 (before calculation of underwriting discounts and commissions; provided that, in the event the Company has not consummated an Initial Public Offering, the market value of Registrable Securities requested to be registered shall be determined by an investment banker with a national reputation reasonably acceptable to Company and the applicable Initiating Holder). Such request will specify the number of shares of Transfer Restricted Registrable Securities by Holders proposed to be sold and will also specify the intended method of not less than a majority disposition thereof. (ii) The Company shall give written notice of the then outstanding Transfer Restricted Securities, such Demand Request to all Securityholders in accordance with Section 2B and the Company will shall use its reasonable best efforts to file with the SEC as promptly as practicable thereafter (but in no event later than thirty (30) days following the date of receipt of a Registration Request), cause a Registration Statement under the Securities Act registering the resale of such Transfer Restricted Securities and will use its reasonable best efforts to effect the registration of the Transfer Restricted Securities under all applicable state securities and blue sky laws on or prior to 150 days following the date of receipt of a Registration Request. Such request shall state the intended method of disposition of the Transfer Restricted Securities sought to be registered, which may include the underwritten public offering of such Transfer Restricted Securities. Whenever the Company shall be requested to effect the registration of any Transfer Restricted Securities under the Securities Act pursuant to this Section 2(a), the Company shall promptly give written notice of such proposed registration to all Holders stating that such Holders have the right to request that any or all of the Transfer Restricted Securities owned by them be included in such registration. The Company shall include in such registration all Transfer Restricted Securities with respect to which the Company receives written requests from the Holders thereof for inclusion therein (stating the intended method of disposition of such Transfer Restricted Securities) if such requests are received within 20 calendar days of the Company’s delivery of written notice pursuant to the preceding sentence. The Registration Statement shall be on Form S-1 or S-3 under the Securities Act (or any comparable or successor form permitting resale of securities on a continuous or delayed basis pursuant to Rule 415), or, if the Company is ineligible to use Form S-3, on another appropriate registration permitting registration form, for the resale of such Transfer Restricted Registrable Securities for resale as may be requested to be included therein by the Holders Initiating Holder and its Affiliates and any Persons exercising piggy-back rights under Section 2B, to be filed with the SEC not later than 60 days (or 120 days, in the manner or manners reasonably designated by them. The holders shall be entitled case of a Demand Request with respect to request not more than three (3the first registered public offering of the Company) such registrations pursuant to this Section 2(a)after receipt of a Demand Request. The Company shall use its reasonable best efforts to keep the Registration Statement effective for a continuous period until cause any such time as no Transfer Restriction Securities remain outstanding by supplementing and amending the Registration Statement to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities be declared effective by the holder thereof entitled SEC as promptly as practicable after such filing. (iii) If the Initiating Holder so elects, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering. The Company shall select one or more nationally recognized firms of investment bankers, reasonably acceptable to the benefits of this Section 2(a)Initiating Holder, and to ensure that it conforms act as the managing Underwriter or Underwriters in connection with the requirements of this Agreement, the Securities Act and the rules, regulations or instructions applicable to the registration form used for such Registration StatementUnderwritten Offering.

Demand and Piggy Back Registrations. (a) Upon Subject to the written provisions of this Section 15, one or more Holders of at least 51% of the Common Stock issuable upon exercise of all Warrants 98-1, 98-2 and 98-3 (the "Registrable Securities") may make one request (the "Demand Request") registration for sale under the Securities Act of the Registrable Securities, provided that such Holders request registration for sale of a “Registration Request”) to register number of shares which represents at least 51% of the total number of shares of Transfer Restricted Securities Common Stock held by all Holders on the date of not less than a majority of the then outstanding Transfer Restricted Securitiessuch Demand Request. The Company shall thereafter, the Company will as expeditiously as practicable, use its reasonable best efforts to file with the SEC as promptly as practicable thereafter (but in no event later than thirty (30) days following the date of receipt of a Registration Request), a Registration Statement under the Securities Act registering of 1933 (the resale "Securities Act") a registration statement on the appropriate form covering all Registrable Securities specified in the Demand Request (the "Registration Statement"). The Demand Request shall specify the intended methods of disposition thereof and the information required by Item 507 of Regulation S-K under the Securities Act. Upon such Transfer Restricted Securities and will Demand Request, subject to this Section 15, the Company shall use its reasonable best efforts to promptly effect the registration of the Transfer Restricted such Registrable Securities under all applicable state securities (i) the Securities Act, and (ii) if applicable, the blue sky laws of such jurisdictions as any Holder of such Registrable Securities requesting such registration or any underwriter, if any, may reasonably request. The Company shall be deemed to have effected a Demand Registration if the Registration Statement relating to such Demand Request is filed with the SEC but the requesting Holders inform the Company that they desire that the Registration Statement be withdrawn or abandoned; provided, however, that such withdrawal does not result from action or inaction on the part of the Company that has materially and adversely affected the value of such registration to the participating Holders, or prior if the Registration Statement is declared effective by the SEC and remains effective until the earlier of the date on which (i) all the Registrable Securities subject to 150 days following such Registration Statement have been disposed of, (ii) nine months have elapsed from the date of receipt such effectiveness or (iii) the Registrable Securities are eligible for resale under Securities Act Rule 144(k). If at any time or from time to time during the time period applicable to the Demand Registration any of the Holders of the Registrable Securities covered by a Registration Request. Such request shall state Statement desire to sell Registrable Securities in an underwritten offering, the intended method investment banker or investment bankers that will manage the offering will be selected by the Holders of disposition at least 51% of the Transfer Restricted Registrable Securities sought included in such offering; provided that the selection of any such investment banker or investment bankers is subject to the approval and consent by the Company. The Company shall not be registeredrequired to file any Registration Statement pursuant to this Section 15(a) for a deferral period of up to 120 days if the Board of Directors of the Company in good faith determines that such registration would interfere with any proposed offering of shares of the Company's capital stock, which may include pending financing transaction, or acquisition, corporate reorganization or other significant transaction involving the underwritten Company. (b) If the Company proposes to make a registered public offering of such Transfer Restricted Securities. Whenever the Company shall be requested to effect the registration any of any Transfer Restricted Securities its Common Stock under the Securities Act pursuant to this Section 2(a(except for offerings on Forms S-4, X-0 xx any successor forms), the Company shall promptly agrees on each such occasion during the term of this Warrant, subject to the provisions of this Section 15, to give written notice of such the proposed registration to all Holders stating that such Holders have Holder, not less than 15 days prior to the right to request that any or all proposed filing date of the Transfer Restricted Securities owned by them be included registration statement, and at the written request of Holder delivered in such registration. The Company shall include in such registration all Transfer Restricted Securities with respect writing to which the Company receives written requests from within 10 days after the Holders thereof for inclusion therein (stating receipt of said notice, the intended method of disposition of such Transfer Restricted Securities) if such requests are received within 20 calendar days of the Company’s delivery of written notice pursuant Company agrees, subject to the preceding sentence. The Registration Statement shall be on Form S-1 or S-3 under the Securities Act or another appropriate registration permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by them. The holders shall be entitled to request not more than three (3) such registrations pursuant to this Section 2(a). The Company shall use its reasonable best efforts to keep the Registration Statement effective for a continuous period until such time as no Transfer Restriction Securities remain outstanding by supplementing and amending the Registration Statement to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the holder thereof entitled to the benefits provisions of this Section 2(a)15, to -13- 15 include in the registration statement and offering, and to ensure that it conforms with in any underwriting of the requirements of this Agreementoffering, all Warrant Shares as may have been designated in the Securities Act and the rules, regulations or instructions applicable to the registration form used for such Registration StatementHolder's request.

Demand and Piggy Back Registrations. (a) Upon Subject to the written provisions of this Section 15, one or more Holders of at least 51% of the Common Stock issuable upon exercise of Warrants 98-1, 98-2 and 98-3 (the "Registrable Securities") may make one request (the "Demand Request") registration for sale under the Securities Act of the Registrable Securities, provided that such Holders request registration for sale of a “Registration Request”) to register number of shares which represents at least 51% of the total number of shares of Transfer Restricted Securities Common Stock held by all Holders on the date of not less than a majority of the then outstanding Transfer Restricted Securitiessuch Demand Request. The Company shall thereafter, the Company will as expeditiously as practicable, use its reasonable best efforts to file with the SEC as promptly as practicable thereafter (but in no event later than thirty (30) days following the date of receipt of a Registration Request), a Registration Statement under the Securities Act registering of 1933 (the resale "Securities Act") a registration statement on the appropriate form covering all Registrable Securities specified in the Demand Request (the "Registration Statement"). The Demand Request shall specify the intended methods of disposition thereof and the information required by Item 507 of Regulation S-K under the Securities Act. Upon such Transfer Restricted Securities and will Demand Request, subject to this Section 15, the Company shall use its reasonable best efforts to promptly effect the registration of the Transfer Restricted such Registrable Securities under all applicable state securities (i) the Securities Act, and (ii) if applicable, the blue sky laws of such jurisdictions as any Holder of such Registrable Securities requesting such registration or any underwriter, if any, may reasonably request. The Company shall be deemed to have effected a Demand Registration if the Registration Statement relating to such Demand Request is filed with the SEC but the requesting Holders inform the Company that they desire that the Registration Statement be withdrawn or abandoned; provided, however, that such withdrawal does not result from action or inaction on the part of the Company that has materially and adversely affected the value of such registration to the participating Holders, or prior if the Registration Statement is declared effective by the SEC and remains effective until the earlier of the date on which (i) all the Registrable Securities subject to 150 days following such Registration Statement have been disposed of, (ii) nine months have elapsed from the date of receipt such effectiveness or (iii) the Registrable Securities are eligible for resale under Securities Act Rule 144(k). If at any time or from time to time during the time period applicable to the Demand Registration any of the Holders of the Registrable Securities covered by a Registration Request. Such request shall state Statement desire to sell Registrable Securities in an underwritten offering, the intended method investment banker or investment bankers that will manage the offering will be selected by the Holders of disposition at least 51% of the Transfer Restricted Registrable Securities sought included in such offering; provided that the selection of any such investment banker or investment bankers is subject to the approval and consent by the Company. The Company shall not be registeredrequired to file any Registration Statement pursuant to this Section 15(a) for a deferral period of up to 120 days if the Board of Directors of the Company in good faith determines that such registration would interfere with any proposed offering of shares of the Company's capital stock, which may include pending financing transaction, or acquisition, corporate reorganization or other significant transaction involving the underwritten Company. (b) If the Company proposes to make a registered public offering of such Transfer Restricted Securities. Whenever the Company shall be requested to effect the registration any of any Transfer Restricted Securities its Common Stock under the Securities Act pursuant to this Section 2(a(except for offerings on Forms S-4, X-0 xx any successor forms), the Company shall promptly agrees on each such occasion during the term of this Warrant, subject to the provisions of this Section 15, to give written notice of such the proposed registration to all Holders stating that such Holders have Holder, not less than 15 days prior to the right to request that any or all proposed filing date of the Transfer Restricted Securities owned by them be included registration statement, and at the written request of Holder delivered in such registration. The Company shall include in such registration all Transfer Restricted Securities with respect writing to which the Company receives written requests from within 10 days after the Holders thereof for inclusion therein (stating receipt of said notice, the intended method of disposition of such Transfer Restricted Securities) if such requests are received within 20 calendar days of the Company’s delivery of written notice pursuant Company agrees, subject to the preceding sentence. The Registration Statement shall be on Form S-1 or S-3 under the Securities Act or another appropriate registration permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by them. The holders shall be entitled to request not more than three (3) such registrations pursuant to this Section 2(a). The Company shall use its reasonable best efforts to keep the Registration Statement effective for a continuous period until such time as no Transfer Restriction Securities remain outstanding by supplementing and amending the Registration Statement to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the holder thereof entitled to the benefits provisions of this Section 2(a)15, to -14- 16 include in the registration statement and offering, and to ensure that it conforms with in any underwriting of the requirements of this Agreementoffering, all Warrant Shares as may have been designated in the Securities Act and the rules, regulations or instructions applicable to the registration form used for such Registration StatementHolder's request.